<PAGE>
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, 1996
___ Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from _______________ to ________________
Commission File No. 33-82858
GREATER ROME BANCSHARES, INC.
----------------------------------------------------------------
(Exact Name of Small Business Issuer as Specified in its Charter)
Georgia 58-2117940
- ------------------------ ------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
P.O. Box 5271, 1490 Martha Berry Blvd., Rome, Georgia 30162-5271
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)
(706) 295-9300
------------------------------------------------
(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:
Seven hundred thousand shares of common stock, $.01 par value per share,
were issued and outstanding as of October 25, 1996.
Transitional Small Business Disclosure Format (check one): Yes
----
No X
----
1
<PAGE>
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements.
The financial statements of Greater Rome Bancshares, Inc. (the "Company") are
set forth on the following pages.
2
<PAGE>
GREATER ROME BANCSHARES, INC.
Balance Sheet
Unaudited
September 30, 1996 and December 31, 1995
ASSETS
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
------------- ------------
<S> <C> <C>
Cash $ 362,340 $ 13,506
Federal funds sold 1,040,343 5,410,000
----------- ----------
Cash and cash equivalents 1,402,683 5,423,506
----------- ----------
Investment securities available for sale 1,246,094 -
Investment securities held to maturity 4,248,014 1,000,000
(market value $4,145,314 and $1,000,000
respectively)
Loans 10,224,609 -
Allowance for loan losses (77,000) -
----------- ----------
Net loans 10,147,609 -
----------- ----------
Premises and equipment, net 1,490,135 375,694
Organization costs 49,507 53,572
Other assets 119,670 9,579
----------- ----------
$18,703,712 $6,862,351
=========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Non-interest bearing deposits $ 2,508,164 -
Interest bearing deposits 9,646,046 -
----------- ----------
Total deposits 12,154,210 -
Other liabilities 64,875 89,580
----------- ----------
Total liabilities 12,219,085 89,580
----------- ----------
Stockholders' equity:
Preferred stock, par value $1.00 per share;
100,000 shares authorized; no shares
issued or outstanding
Common stock, par value $.01 per share;
10,000,000 shares authorized; 700,000
shares issued and outstanding 7,000 7,000
Additional paid-in capital 6,930,117 6,930,117
Accumulated deficit (452,730) (164,346)
Unrealized gain on securities held for
sale, net of taxes 241 -
----------- ----------
Total stockholder's equity 6,484,628 6,772,772
----------- ----------
$18,703,712 $6,862,351
=========== ==========
</TABLE>
3
<PAGE>
GREATER ROME BANCSHARES, INC.
Statement of Operations
Unaudited
For the Nine Months and Three Months Ended September 30, 1996 and 1995
<TABLE>
<CAPTION>
Nine Months Nine Months Three Months Three Months
Ended Ended Ended Ended
Sep 30, 1996 Sep 30, 1995 Sep 30, 1996 Sep 30, 1995
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Interest income on:
Federal funds sold $135,856 $ 87,520 $ 32,049 $87,520
Investment securities 193,125 - 82,214 -
Loans, including fees 309,586 - 209,668 -
-------- -------- -------- -------
Total interest income 638,567 87,520 323,932 87,520
-------- -------- -------- -------
Interest expense on:
Interest bearing deposits 151,804 - 95,523 -
Other borrowings - 28,256 - 20,264
-------- -------- -------- -------
Total interest expense 151,804 28,256 95,523 20,264
-------- -------- -------- -------
Net interest income (expense) 486,763 59,264 228,409 67,256
Provision for loan losses 77,000 - 46,593 -
-------- -------- -------- -------
Net interest income after provision 409,763 59,264 181,816 67,256
-------- -------- -------- -------
Non-interest income 23,431 - 14,222 -
-------- -------- -------- -------
Salaries and employee benefits 380,505 60,522 145,395 26,124
Occupancy and equipment expense 114,957 8,442 46,267 3,991
Other operating 226,117 90,815 86,051 50,848
Total non-interest expenses 721,579 159,779 277,714 80,963
-------- -------- -------- -------
Net loss $288,385 $100,515 $ 81,676 $13,707
======== ======== ======== =======
Net loss per common share $ 0.41 $ 0.14 $ 0.12 $ 0.02
======== ======== ======== =======
</TABLE>
4
<PAGE>
GREATER ROME BANCSHARES, INC.
Statement of Cash Flows
Unaudited
For the Nine Months Ended September 30, 1996 and 1995
<TABLE>
<CAPTION>
Nine Months Nine Months
Ended Ended
Sep 30, 1996 Sep 30, 1995
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (288,385) $(100,515)
Adjustments to reconcile net loss to net cash
used in operating activities:
Increase (decrease) in other liabilities (24,705) 39,325
Increase in other assets (115,091) (2,852)
Depreciation and amortization 44,321 1,945
Provision for loan losses 77,000 -
------------ ---------
Net cash used in operating activities (306,860) (62,098)
------------ ---------
Cash flows from investing activities:
Purchase of securities available for sale (1,245,853) -
Purchase of securities held to maturity (3,248,014) -
Increase in loans (10,224,609) -
Purchases of premises and equipment (1,149,698) (109,165)
Deferred offering expenses - (12,075)
------------ ---------
Net cash used in investing activities (15,868,174) (121,240)
------------ ---------
Cash flows from financing activities:
Increase in deposits 12,154,210 -
Proceeds from lines of credit - 561,702
Repayment of notes payable - (304,734)
------------ ---------
Net cash provided by financing activities 12,154,210 256,968
------------ ---------
Net increase (decrease) in cash and
cash equivalents (4,020,823) 73,631
Cash and cash equivalents at beginning of period 5,423,506 7,411
------------ ---------
Cash and cash equivalents at end of period $ 1,402,683 $ 81,042
============ =========
Supplemental cash flow information:
Cash paid for interest $ 133,294 $ 29,929
Cash received from interest $ 537,730 $ 84,668
</TABLE>
5
<PAGE>
GREATER ROME BANCSHARES, INC.
Notes to Financial Statements
Unaudited
(1) Summary of Significant Accounting Policies
ORGANIZATION
Greater Rome Bancshares, Inc. (the "Company") was incorporated for the purpose
of becoming a bank holding company. On November 17, 1995, the Company acquired
100% of the outstanding common stock of Greater Rome Bank (the "Bank"), which
operates in the Rome/Floyd County areas.
Operations through December 31, 1995 relate primarily to expenditures for
incorporating and organizing the Company.
On February 26, 1996, the Bank opened for business to serve the Rome/Floyd
County area as a commercial bank. The Bank is chartered and regulated by the
State of Georgia Department of Banking and Finance and is insured by and subject
to regulation by the Federal Deposit Insurance Corporation.
The Company raised $7,000,000 through a public offering of its common stock at
$10 per share and capitalized the Bank by investing $6,500,000 in its common
stock during the fourth quarter of 1995. As of the balance sheet date,
organizers owned 190,427 shares, representing 27.2% of the total outstanding
shares.
BASIS OF PRESENTATION
The consolidated financial statements include the accounts of the Company and
the Bank. All intercompany accounts and transactions have been eliminated in
consolidation. The financial statements of the Company through December 31, 1995
were presented as a Development Stage Corporation.
The accounting principles followed by the Company and its subsidiary, and the
method of applying these principles, conform with generally accepted accounting
principles (GAAP) and with general practices within the banking industry. In
preparing financial statements in conformity with GAAP, management is required
to make estimates and assumptions that affect the reported amounts in the
financial statements. Actual results could differ significantly from those
estimates. Material estimates common to the banking industry that are
particularly susceptible to significant change in the near term include, but are
not limited to, the determination of the allowance for loan losses, the
valuation of real estate acquired in connection with foreclosures or in
satisfaction of loans, and valuation allowances associated with the realization
of deferred tax assets which are based on future taxable income.
CASH FLOWS
For purposes of reporting cash flows, cash consists of amounts due from banks
that are not restricted as to their use and overnight interest-bearing deposits
with other banks.
6
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GREATER ROME BANCSHARES, INC.
Notes to Financial Statements, continued
Unaudited
INVESTMENT SECURITIES
The Company classifies its securities in one of three categories: trading,
available for sale, or held to maturity. Trading securities are bought and held
principally for sale in the near term. Held to maturity securities are those
securities for which the Company has the ability and intent to hold the security
until maturity. All other securities not included in trading or held to maturity
are classified as available for sale. The Company's current investment policy
prohibits trading activity.
Held to maturity securities are recorded at cost, adjusted for the amortization
or accretion of premiums or discounts. Available for sale securities are
recorded at fair value and unrealized holding gains and losses are recorded as a
separate component of stockholders' equity. Transfers of securities between
categories are recorded at fair value at the date of transfer. Unrealized
holding gains or losses associated with transfers of securities from held to
maturity to available for sale are recorded as a separate component of
stockholders' equity.
A decline in the market value of any held to maturity investment below cost that
is deemed other than temporary is charged to earnings and establishes a new cost
basis for the security.
Premiums and discounts are amortized or accreted over the life of the related
security as an adjustment to the yield. Realized gains and losses are included
in earnings and are derived using the specific identification method for
determining the cost of securities sold.
PREMISES AND EQUIPMENT
Premises and equipment are stated at cost less accumulated depreciation. Major
additions and improvements are charged to the property accounts while
replacements, maintenance and repairs which do not improve or extend the life of
respective assets are expensed currently. When property is retired or otherwise
disposed of, the cost and related accumulated depreciation are remove from the
accounts and the resulting gain or loss, if any, is recognized. Depreciation
expense is computed principally on the straight-line method over the estimated
useful lives of the assets.
Depreciation expense is computed using the straight-line method over the
following estimated useful lives:
Land improvements 1 - 20 years
Building and improvements 12 - 30 years
Furniture, fixtures and equipment 3 - 12 years
ORGANIZATION COSTS
Costs incurred for the organization of the Company and the Bank (consisting
principally of legal, accounting, consulting and incorporation fees) were
capitalized and are being amortized over five years.
7
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GREATER ROME BANCSHARES, INC.
Notes to Financial Statements, continued
Unaudited
DEFERRED OFFERING EXPENSES
Costs incurred in connection with the stock offering, consisting of direct,
incremental costs of the offering, were deferred and subsequently offset against
the proceeds of the stock sale as a charge to additional paid-in capital.
.
PRE-OPENING EXPENSES
Costs incurred for salaries, overhead and other operating expenses are included
in the respective periods' operating results.
NET LOSS PER COMMON SHARE
Net loss per common share is calculated by dividing net loss by the weighted
average number of common shares outstanding during the period. The periods
ending September 30, 1995 are calculated assuming weighted outstanding shares
for the period were 700,000, the number of shares outstanding upon the
conclusion of the offering.
8
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
On September 30, 1995, the Company concluded its offering by selling 700,000
shares of common stock at $10.00 per share. This provided the Company with
$6,937,117 in capital after deducting deferred offering expenses of $62,883.
Operations through December 31, 1995 related primarily to organizing the Company
and pre-opening expenditures to prepare for opening the Bank. On February 26,
1996, the Bank opened for business to serve the Rome/Floyd County area as a
commercial bank.
As of September 30, 1996, the Bank had concluded seven full months of
operations, and the Company had total assets of $18,703,712. During the third
quarter of 1996, total deposits had grown $3,617,355 to $12,154,210 and total
loans had grown $4,054,324 to $10,224,609.
During the third quarter of 1996, loan growth exceeded deposit growth. Over
time, management expects deposit growth to exceed loan growth. During these
initial months of operations, however, the Bank's unrestricted capital of
$6,000,000 provides an additional source of funds for loan growth. At quarter
end the Bank's loan to deposit ratio was 84% as compared to 72% at the end of
the prior quarter. Management's long term target for the loan to deposit ratio
is 75%, but given this available capital, the Bank's net interest margin is
benefited by the higher ratio and the Bank's liquidity resources are sufficient
to carry this higher ratio. At quarter end the weighted average yield on loans
was 9.86% as compared to 9.89% at the end of the prior quarter. The interest
rates being paid on interest bearing deposits and the service charge rates for
deposit services are comparable to local market rates. Management is making a
concerted effort to develop quality loan business in the local market and to
manage the deposit growth consistent with expected loan demand.
The deposit mix at September 30, 1996 was as follows: $2,508,164 (21% of total
deposits) in non-interest bearing demand deposits; $1,435,279 (12% of total
deposits) in interest checking accounts; $2,749,412 (17% of total deposits) in
money market and savings accounts; and $5,461,355 (45% of total deposits) in
time deposits. The weighted average cost of funds was 3.36% as compared to 3.35%
at the end of the prior quarter. As the Bank continues to grow, management
expects the deposit mix to become more heavily weighted towards the higher
costing time deposits, thus increasing the average cost of funds and reducing
the Bank's net interest margin. The Bank's net interest margin, before the
provision for loan losses, expressed as an annualized percent of average earning
assets, was 5.90% for September 1996 as compared to 5.54% for June 1996.
While the Bank continues to build its loan portfolio, excess funds are invested
in short to intermediate term government and agency securities. At September 30,
1996, investment securities held to maturity were $4,248,014 with a market value
of $4,145,314 and securities available for sale were $1,246,094. The weighted
average yield on the securities portfolio was 6.33% and the weighted average
life was 3.83 years. Interest bearing deposits (federal funds sold) with other
banks were $1,040,343 with a weighted average yield of 5.36%. The current
investment portfolio strategy is primarily to provide liquidity for funding
loans and initial operating expenditures and secondarily for earnings
enhancement. Accordingly, no investment securities have final maturities greater
than five years and all are pledgeable to raise funding through secured
borrowing or repurchase agreements.
Premises and equipment (net of depreciation) were $1,490,135 and consisted
primarily of land, land improvement costs and progress payments related to
construction of the new bank building. Construction of the new building began in
April and was substantially completed on October 12, 1996. On that weekend, the
Bank's operations were moved out of the temporary modular office units and into
the new building. The temporary office units were removed from the bank site.
9
<PAGE>
Normal banking operations resumed on October 15th in the new building,
consisting of approximately 9,000 square feet of office space from which the
Bank will conduct all banking business. At quarter end, progress payments
remaining to be paid on the building and site work were approximately $450,000
and on the furniture, fixtures and equipment were approximately $150,000. All of
this investment will be funded internally by the Bank's own working capital and
is expected to be paid by year end. No borrowings for these capital improvements
are anticipated. Upon completion of all construction and equipment
installations, occupancy costs are expected to increase from current levels by
no more than $5,000 per month. All construction and installation is expected to
be completed by mid-November 1996.
The Company had an accumulated deficit of $452,730 as of September 30, 1996.
During the first nine months of 1996, the Company incurred a net loss of
$288,385 compared to a net loss of $100,515 in the first nine months of 1995.
The first three quarters of 1996 reflected seven full months of banking
operations with 15 full-time employees in leased modular office units on the
bank site, whereas the first three quarters of 1995 reflected the costs
associated with early stage development of the Company when it had substantially
no earning assets until the third quarter and only two employees until September
1995.
Net interest income for the nine months ended September 30, 1996 was $486,763
($228,409 in the third quarter) compared to net interest income of $59,264
($67,256 in the third quarter) for the same period in 1995. In the first three
quarters of 1995, the Company's working capital came from lines of credit
guaranteed by the Company's organizers. The 1995 interest expense was in
connection with those lines. All working capital lines of credit were paid off
in November 1995. The Company had interest expense on interest bearing deposits
of $151,804, for the first nine months of 1996 ($95,523 in the third quarter).
Total interest income in the first three quarters of 1996 was $638,567 ($323,932
in the third quarter). Interest income on loans including fees was $309,586 in
the first three quarters of 1996, ($209,668 in the third quarter). Loan interest
income and deposit interest expense in 1996 were not incurred until the Bank
opened on February 26, 1996.
The provision for loan losses for the nine months ended September 30, 1996 was
$77,000 ($46,593 in the third quarter). Since the Bank's loan portfolio is only
seven months old, the Bank has no historical data about loan losses on its
portfolio on which to base projections for future losses. Current loan quality
analysis does not indicate potential loan losses. Until more substantial
evidence about potential loan losses is developed, management believes the Bank
should establish an allowance for loan losses that will approximate 1.5% of
total loans. At September 30, 1996, the allowance for loan losses was $77,000,
which represented .75% of total loans. Management expects the allowance for loan
losses to reach the 1.5% level in the next 9 to 15 months.
Non-interest income for the nine months ended September 30, 1996 was $23,431
($14,222 in the third quarter). This consists of service charges on deposit
accounts, miscellaneous service fees, the Bank's portion of credit life
insurance premiums and mortgage fees.
Non-interest expense for the first three quarters of 1996 was $721,579 ($277,714
in the third quarter) compared to $159,779 ($80,963 in the third quarter) for
the same period in 1995. Salaries and benefits increased substantially when the
Bank commenced operations in February 1996 with 14 employees compared to only
two employees in the nine months of 1995. Occupancy costs are up in 1996 with
operations occurring in two mobile office units (approximately 2,600 square
feet) while the permanent bank building was under construction. In 1995, one
mobile office unit (approximately 600 square feet) was used for organizational
efforts. Other operating expenses for the first nine months increased from
$90,815 in 1995 to $226,117 in 1996 and include many expenses that were not
10
<PAGE>
necessary in 1995, such as data processing services, business development,
professional fees, postage, supplies and communications costs.
Management does not expect the Company to make a quarterly profit until the
second half of 1997, while it establishes its position in the local market and
builds its banking services infrastructure. Management continues to believe that
the local market presents good opportunities for business development to support
a growing and profitable community bank. Despite the anticipated losses in the
first years of operations, the Company expects earnings from loans and
investments and other banking services as well as steady deposit growth to
provide sufficient liquidity for both the short and long term. The Bank intends
to manage its loan growth such that deposit flows will provide funding for all
loans as well as cash reserves for working capital and short to intermediate
term, liquid investments.
The Bank has established short term Federal Funds Purchase lines of credit with
two of its correspondent banks which total $2,000,000. These lines are unsecured
and are designed to provide the Bank with short term liquidity. These lines may
be revoked at any time by the correspondent banks and are available to the Bank
simply as an accommodation for short term (two weeks or less) liquidity needs.
In the early years, the investment practices of the Company will limit
investments to highly liquid overnight investments in correspondent banks and
short to intermediate term U.S. Treasury and government agency securities. For
the foreseeable future, the Bank will consider its investment portfolio
primarily as a source for liquidity and secondarily as a source for earnings.
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.
Not applicable.
ITEM 5. OTHER INFORMATION.
None.
11
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) The following documents are filed as part of this report:
3.1 Articles of Incorporation (Incorporated by reference to Exhibit 3.1
to the Company's Registration Statement No. 33-82858 on Form SB-2).
3.2 Bylaws (Incorporated by reference to Exhibit 3.2 to the Company's
Registration Statement No. 33-82858 on Form SB-2).
4.1 Provisions of Company's Articles of Incorporation and Bylaws Defining
the Rights of Shareholders (Incorporated by reference to Exhibit 4.1
to the Company's Registration Statement No. 33-82858 on Form SB-2).
4.2 Form of Stock Certificate (Incorporated by reference to Exhibit 4.2
to the Company's Registration Statement No. 33-82858 on Form SB-2).
10.2 Option to Purchase Property (Incorporated by reference to Exhibit 10.2
to the Company's Registration Statement No. 33-82858 on Form SB-2).
10.3 Escrow Agreement between the Company and The Bankers Bank
(Incorporated by reference to Exhibit 10.3 to the Company's
Registration Statement No. 33-82858 on Form SB-2).
10.4 Line of Credit Note to The Bankers Bank (Incorporated by reference to
Exhibit 10.4 to the Company's Registration Statement No. 33-82858 on
Form SB-2).
10.5 Subscription Agreement (Incorporated by reference to Exhibit A to Part
I of the Company's Registration Statement No. 33-82858 on Form SB-2).
10.6 Line of Credit Note to First Rome Bank dated December 12, 1994
(Incorporated by reference to the Company's Annual Report on Form 10-
KSB for the year ended December 31, 1994).
10.7 Note payable by Bradford L. Riddle to Thomas D. Caldwell, III dated
April 27, 1994 (Incorporated by reference to the Company's Annual
Report on Form 10-KSB for the year ended December 31, 1994).
10.8 Contract between the Company and B&S Construction, Inc. dated October
27, 1994 (Incorporated by reference to the Company's Annual Report on
Form 10-KSB for the year ended December 31, 1994).
10.9 Contract between the Company and H. Lloyd Hill, Architect.
(Incorporated by reference to the Company's Annual Report on Form 10-
KSB for the year ended December 31, 1994).
10.10 Employment Agreement between the Company and Thomas D. Caldwell, III
dated January 3, 1995. (Incorporated by reference to the Company's
Annual Report on Form 10-KSB for the year ended December 31, 1994).
12
<PAGE>
10.11 Mobile Modular Office Unit Lease between the Company and GE Capital
Modular Space, a division of Transport International Pool, Inc. dated
February 27, 1995. (Incorporated by reference to the Company's Annual
Report on Form 10-KSB for the year ended December 31, 1994).
10.12 Greater Rome Bancshares, Inc. 1996 Stock Incentive Plan. (Incorporated
by reference to the Company's Annual Report on Form 10-KSB for the
year ended December 31, 1995).
10.13 Contract between Greater Rome Bank (the "Bank"), the wholly-owned
subsidiary of the Company, and Pinson's, Inc., the general contractor,
to build the Bank's new main office at 1490 Martha Berry Blvd., Rome,
Georgia 30165. (Incorporated by reference to the Company's
Registration Statement on Form 10-SB filed on April 22, 1996).
21.1 Subsidiaries of the Registrant. (Incorporated by reference to the
Company's Annual Report on Form 10-KSB for the year ended December 31,
1995).
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the three months ended
September 30, 1996.
13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
GREATER ROME BANCSHARES, INC.
Date: October 30, 1996 By: /s/ Thomas D. Caldwell, III
---------------------------
Thomas D. Caldwell, III
President, Chief Executive Officer and
Principal Financial Officer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 362,340
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 1,040,343
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 1,246,094
<INVESTMENTS-CARRYING> 4,248,014
<INVESTMENTS-MARKET> 0
<LOANS> 10,224,609
<ALLOWANCE> 77,000
<TOTAL-ASSETS> 18,703,712
<DEPOSITS> 12,154,210
<SHORT-TERM> 0
<LIABILITIES-OTHER> 64,875
<LONG-TERM> 0
0
0
<COMMON> 7,000
<OTHER-SE> 6,477,628
<TOTAL-LIABILITIES-AND-EQUITY> 18,703,712
<INTEREST-LOAN> 309,586
<INTEREST-INVEST> 193,125
<INTEREST-OTHER> 135,856
<INTEREST-TOTAL> 638,567
<INTEREST-DEPOSIT> 151,804
<INTEREST-EXPENSE> 151,804
<INTEREST-INCOME-NET> 486,763
<LOAN-LOSSES> 77,000
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 721,579
<INCOME-PRETAX> (288,385)
<INCOME-PRE-EXTRAORDINARY> (288,385)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (288,385)
<EPS-PRIMARY> (.41)
<EPS-DILUTED> (.41)
<YIELD-ACTUAL> 5.55
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 0
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 77,000
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 77,000
</TABLE>
