UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 31, 2012

AMERICAN PATRIOT FINANCIAL GROUP, INC.

(Exact name of registrant as specified in charter)

Tennessee

000-50771

20-0307691

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3095 East Andrew Johnson Highway, Greeneville, Tennessee

37745

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (423) 636-1555

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

	o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2012 annual meeting of shareholders (the “Annual Meeting”) of American Patriot Financial Group, Inc., a Tennessee corporation (the “Company”), was held on August 31, 2012. At the Annual Meeting, one Class II director was elected to hold office for a term of three (3) years and until her successor is duly elected and qualified and one Class I director was elected to hold office for a term of two (2) years and until his successor is duly elected and qualified. In addition, at the Annual Meeting, the shareholders ratified the appointment of Hazlett, Lewis & Bieter, PLLC as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012.

The final voting results of the director elections and ratification proposal, which were described in more detail in the definitive proxy statement delivered to the Company’s shareholders in connection with the Annual Meeting and filed with the Securities and Exchange Commission on July 20, 2012, are set forth below.

1. The nominees for election to the Board of Directors were elected based upon the following tabulation:

	For	Withheld	Abstain	Broker Non- Votes

Wendy C. Warner	1,140,060	20,316	90,252	0
James Randal Hall	1,131,751	14,800	104,077	0

In addition to the foregoing directors, the remaining directors not up for re-election at the Annual Meeting continue to serve on the Board of Directors.

2. The ratification of the appointment of Hazlett, Lewis & Bieter, PLLC as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012 was approved by the following tabulation:

For	Against	Abstain	Broker Non-Votes
1,180,474	17,560	52,594	0

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AMERICAN PATRIOT FINANCIAL GROUP, INC.

	By:	/s/ T. Don Waddell
	Name:	T. Don Waddell
	Title:	Chief Financial Officer



Date: September 6, 2012

American Patriot Financial Group, Inc. 8-K