InTable additionof to other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2007, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may adversely affect our business, financial condition and/or operating results. Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~March 3031, ~~2008~~2009

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 000-50992

FIRST STATE FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Florida		65-0771145
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
22 S. Links Avenue, Sarasota, FL		34236
(Address of principal executive offices)		(Zip code)


22 S. Links Avenue, Sarasota, FL		34236
(Address of principal executive offices)		(Zip code)

941-929-9000

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 ¨

Indicate by check mark whether the registrant ishas asubmitted ~~large~~electronically ~~accelerated~~and ~~filer,~~posted anon ~~accelerated~~its ~~filer~~corporate Web site, aif ~~non~~any, ~~accelerated~~every ~~filer~~Interactive orData aFile ~~smaller~~required ~~reporting~~to ~~company.~~be ~~See~~submitted ~~definition~~and ofposted ~~“large~~pursuant ~~accelerated~~to ~~filer,~~Rule ~~accelerated~~405 ~~filer”,~~of ~~“non~~Regulation S-~~accelerated~~T ~~filer”~~(§232.405 ~~and~~of ~~“smaller~~this ~~reporting company”~~chapter) induring ~~Rule~~the ~~12b-2~~preceding of12 months (or for such shorter period that the ~~Exchange~~registrant ~~Act.~~was ~~(Check~~required ~~one~~to submit and post such files):. Yes ¨ No ¨

~~Large~~Indicate by check mark whether the registrant is a large accelerated filer, ¨an ~~Accelerated~~accelerated filer, ¨a ~~Non~~non-accelerated filer ¨or ~~Smaller~~a smaller reporting company. xSee definition of “large accelerated filer”, “accelerated filer”, “non-accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ¨ No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of May 14, 2009 the registrant had outstanding 5,920,300 shares of common stock.

As of August 4, 2008 the registrant had outstanding 5,920,300 shares of common stock.

TABLE OF CONTENTS

		PAGE
PART I – FINANCIAL INFORMATION
Item 1 - Condensed Consolidated Financial Statements
Item 1 -	Condensed Consolidated Financial Statements
~~Condensed Consolidated Balance Sheets~~	Condensed Consolidated Balance Sheets	1
~~Condensed Consolidated Statements of Income~~	Condensed Consolidated Statements of Income	2
~~Condensed Consolidated Statements of Changes in Stockholders’ Equity~~	Condensed Consolidated Statements of Changes in Stockholders’ Equity	3
~~Condensed Consolidated Statements of Cash Flow~~	Condensed Consolidated Statements of Cash Flow	4
~~Condensed Notes to Condensed Consolidated Financial Statements~~	Condensed Notes to Condensed Consolidated Financial Statements	5
Item 2 - Management’s Discussion and Analysis		9
Item 2 -	Management’s Discussion and Analysis	10
Item 3 - Quantitative and Qualitative Disclosures About Market Risk		17
Item 3 -	Quantitative and Qualitative Disclosures About Market Risk	16
Item 4 - Controls and Procedures		18
Item 4 -	Controls and Procedures	17
PART II – OTHER INFORMATION
Item 1 - Legal Proceedings		18
Item 1 -	Legal Proceedings	18
Item 1A - Risk Factors		18
Item 1A -	Risk Factors	18
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds		18
Item 2 -	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3 - Defaults Upon Senior Securities		18
Item 3 -	Defaults Upon Senior Securities	18
Item 4 - Submission of Matters to Vote of Securities Holders		18
Item 4 -	Submission of Matters to Vote of Securities Holders	18
Item 5 - Other Information		19
Item 5 -	Other Information	18
Item 6 - Exhibits		19
Item 6 -	Exhibits	18
Signatures		19

FIRST STATE FINANCIAL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

~~June~~March 3031, ~~2008~~2009 (unaudited) and December 31, ~~2007~~2008

(Dollar amounts in thousands except per share data)

	June 30, 2008			December 31, 2007
	March 31, 2009			December 31, 2008
ASSETS
Cash and due from financial institutions	$	56,~~264~~903		$	5,~~408~~195
Federal funds sold		—12,430			51,~~261~~524
Cash and cash equivalents		519,~~264~~333			106,~~669~~719
Interest bearing deposits in other financial institutions		~~185~~1,299			~~423~~225
Securities, available-for-sale		7252,~~068~~925			5267,~~632~~323
Loans, net of allowance of $12,091 and $7,633		368,840			394,404
Loans, net of allowance of $16,681 and $20,679		342,737			366,293
Federal Home Loan Bank stock		21,~~115~~791			~~951~~2,700
Premise and equipment, net		12,~~582~~229			912,~~429~~351
Other assets		9,435			6,380
Other real estate owned		3,265			811
Total Assets	$	470,489		$	474,888
Other assets		6,988			6,814
LIABILITIES and STOCKHOLDERS’ EQUITY
Total Assets	$	440,567		$	463,236
Deposits
LIABILITIES and STOCKHOLDERS’ EQUITY
Demand	$	33,568		$	36,071
Deposits
Interest-bearing checking		13,760			14,711
Demand	$	28,240		$	32,555
Money market		41,835			32,603
Interest-bearing checking		14,042			13,908
Savings		17,379			26,425
Money market		53,695			45,180
Time		263,988			285,383
Savings		9,194			8,314
Total deposits		370,530			395,193
Time		276,485			267,901
Accrued interest payable and other liabilities		170			1,561
Total deposits		381,656			367,858
Repurchase agreements		25,000			25,000
Accrued interest payable and other liabilities		1,234			1,384
Federal funds purchased		2,255			—
Repurchase agreements		25,000			25,000
Federal Home Loan Bank advances & other borrowings		2821,001			341,001
Total Liabilities		~~425~~428,~~956~~891			~~424~~435,~~755~~243
Commitments and contingent liabilities
Stockholders’ Equity
Common stock, $1 par value; 25,000,000 shares authorized; 5,920,300 shares issued at June 30, 2008 and December 31, 2007		5,920			5,920
Common stock, $1 par value; 25,000,000 shares authorized; 5,920,300 shares issued and outstanding		5,920			5,920
Additional paid-in capital		32,~~578~~663			32,~~515~~639
Retained earnings		7,075			11,367
Accumulated deficit		(27,066	)		(10,723	)
Accumulated other comprehensive (loss) gain		(1,040	)		331
Accumulated other comprehensive income		159			157
Total Stockholders’ Equity		4411,~~533~~676			5027,~~133~~993
Total Liabilities and Stockholders’ Equity	$	~~470~~440,~~489~~567		$	~~474~~463,~~888~~236

See Notes to Condensed Consolidated Financial Statements

FIRST STATE FINANCIAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(Dollar amounts in thousands except per share data)

	Three Months Ended June 30,						Six Months Ended June 30,
	Three Months EndedMarch 31,
	2008			2007			2008			2007
	2009			2008
Interest Income
Loans, including fees	$	65,~~413~~085		$	87,~~022~~125		$	~~13,538~~		$	~~16,072~~
Taxable securities		~~786~~590			~~237~~624			~~1,410~~			~~421~~
Tax exempt securities		~~121~~99			87151			~~272~~			~~172~~
Federal funds sold and other		331			~~135~~75			~~108~~			~~474~~
		7,353			8,481			15,328			17,139
		5,775			7,975
Interest expense
Deposits		3,~~716~~430			4,~~095~~133			~~7,849~~			~~8,135~~
Federal Home Loan Bank advances and other borrowings		~~417~~413			94343			~~760~~			~~141~~
		4,133			4,189			8,609			8,276
		3,843			4,476
Net interest income		31,~~220~~932			43,~~292~~499			~~6,719~~			~~8,863~~
Provision for loan losses		315,~~700~~541			~~286~~2,933			~~6,633~~			~~477~~
Net interest (loss) income after provision for loan losses		(~~480~~13,609	)		~~4,006~~566			86			~~8,386~~
Non-interest income
Service charges and other fees		~~311~~240			~~358~~328			~~639~~			~~670~~
Mortgage banking fees		7497			~~265~~103			~~177~~			~~425~~
Gain on sale of securities		—			—			191			—
Net gain on sale of securities		394			191
Gain on sale of property		—			—49			49			—
Other		156			2120			35			45
		400			644			1,091			1,140
		737			691
Non-interest expense
Salaries and employee benefits		12,~~987~~063			21,~~263~~845			~~3,832~~			~~4,104~~
Occupancy and equipment		~~662~~648			~~412~~575			~~1,237~~			~~793~~
Data processing		~~176~~179			~~156~~180			~~356~~			~~312~~
Professional services		7659			~~132~~69			~~145~~			~~221~~
Stationery and supplies		6336			5648			~~111~~			97
Advertising and marketing		8541			7741			~~126~~			~~156~~
Other		~~447~~445			~~303~~376			~~823~~			~~584~~
		3,496			3,399			6,630			6,267
		3,471			3,134
(Loss) income before income taxes		(3,576	)		1,251			(5,453	)		3,259
Loss before income taxes		(16,343	)		(1,877	)
Income tax (benefit) expense		(1,369	)		454			(2,108	)		1,193
Income tax benefit		—			(739	)
Net (loss) income	$	(2,207	)	$	797		$	(3,345	)	$	2,066
Net loss	$	(16,343	)	$	(1,138	)
(Loss) earnings per share
Loss per share
Basic	$	(02.3876	)	$	(0.1419	)	$	~~(0.57~~	)	$	~~0.36~~
Diluted	$	(02.3876	)	$	(0.1419	)	$	~~(0.57~~	)	$	~~0.35~~
Average common shares outstanding
Basic		5,920,300			5,~~875~~920,~~500~~300			~~5,920,300~~			~~5,875,251~~
Diluted		5,920,300			5,~~909~~920,~~198~~300			~~5,920,300~~			~~5,911,432~~
Dividends per share	$	~~0.08~~—		$	0.08		$	~~0.16~~		$	~~0.16~~

See Notes to Condensed Consolidated Financial Statements

FIRST STATE FINANCIAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES

IN STOCKHOLDERS’ EQUITY

(Unaudited)

(Dollar amounts in thousands except per share data)

	Shares	CommonStock		AdditionalPaid-inCapital		RetainedEarnings/(AccumDeficit)			Accum. OtherComprehensiveIncome (Loss)			Total
Balance at December 31, 2006	5,874,450	$	5,874	$	31,974	$	10,870		$	(192	)	$	48,526
Balance at January 1, 2008	5,920,300	$	5,920	$	32,515	$	11,367		$	331		$	50,133
Comprehensive income:
Net income							2,066						2,066
Change in net unrealized loss on investment securities available-for-sale, net of tax effects										(323	)		(323	)
Total Comprehensive Income													1,743
Stock-based compensation					44								44
Exercise of stock options	1,050		1		11								12
Cash dividend declared, $0.16 per share							(940	)					(940	)
Balance at June 30, 2007	5,875,500	$	5,875	$	32,029	$	11,996		$	(515	)	$	49,385
Balance at December 31, 2007	5,920,300	$	5,920	$	32,515	$	11,367		$	331		$	50,133
Comprehensive loss:
Net loss	—		—		—		(31,~~345~~138	)		—			(31,~~345~~138	)
Change in net unrealized gain (loss) on investment securities available-for-sale, net of tax effects	—		—		—		—			(1,371	)		(1,371	)
Total Comprehensive Loss	—		—		—		—			—			(41,~~716~~509	)
Stock-based compensation	—		—		6331		—			—			6331
Cash dividend declared, $0.16 per share							(947	)					(947	)
Cash dividend declared, $0.08 per share	—		—		—		(474	)		—			(474	)
Balance at June 30, 2008	5,920,300	$	5,920	$	32,578	$	7,075		$	(1,040	)	$	44,533
Balance at March 31, 2007	5,875,500	$	5,875	$	32,008	$	11,669		$	(142	)	$	49,410
Comprehensive income:
Net income							797						797
Change in net unrealized loss on investment securities available-for-sale, net of tax effects										(373	)		(373	)
Total Comprehensive Income													424
Stock-based compensation					21								21
Cash dividend declared, $0.08 per share							(470	)					(470	)
Balance at June 30, 2007	5,875,500	$	5,875	$	32,029	$	11,996		$	(515	)	$	49,385
Balance at March 31, 2008	5,920,300	$	5,920	$	32,546	$	9,755		$	(40	)	$	48,181
Balance at January 1, 2009	5,920,300	$	5,920	$	32,639	$	(10,723	)	$	157		$	27,993
Comprehensive loss:
Net loss	—		—		—		(216,~~207~~343	)		—			(216,~~207~~343	)
Change in net unrealized loss on investment securities available-for-sale, net of tax effects										(1,000	)		(1,000	)
Change in net unrealized gain on investment securities available-for-sale, net of tax effects	—		—		—		—			2			2
Total Comprehensive Loss	—		—		—		—			—			(316,~~207~~341	)
Stock-based compensation	—		—		3224		—			—			3224
Cash dividend declared, $0.08 per share							(473	)					(473	)
Balance at March 31, 2009	5,920,300	$	5,920	$	32,663	$	(27,066	)	$	159		$	11,676
Balance at June 30, 2008	5,920,300	$	5,920	$	32,578	$	7,075		$	(1,040	)	$	44,533

See Notes to Condensed Consolidated Financial Statements

FIRST STATE FINANCIAL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

~~Six~~Three Months Ended ~~June~~March 3031, ~~2008~~2009 and ~~2007~~2008

(Unaudited)

(Dollar amounts in thousands)

	2008			2007
	2009			2008
Cash flows (used in) from operating activities:
Net (loss) income	$	(3,345	)	$	2,066
Net loss	$	(16,343	)	$	(1,138	)
Adjustments to reconcile net (loss) income to net cash (used in) from operating activities
Adjustments to reconcile net loss to net cash (used in) from operating activities
Provision for loan losses		615,~~633~~541			~~477~~2,933
Depreciation		~~260~~144			~~209~~133
Net accretion of securities		(5059	)		(1852	)
Stock-based compensation		6324			4431
Gain on sale of available-for-sale securities		(394	)		—
Gain on sale of property		—			(49	)
Net change in:
Other assets		(~~2,228~~176	)		(481,029	)
Accrued expenses and other liabilities		(1,391	)		523
Deferred tax asset		—			490
Net cash (used in) from operating activities		(58	)		3,253
Accrued expenses and other liabilities		(150	)		(612	)
Cash flows used in investing activities:
Net cash (used in) from operating activities		(1,413	)		707
Net change in time deposits		238			66
Cash flows from (used in) investing activities:
Net change in time deposits		(1,074	)		209
Available-for-sale securities:
Maturities, prepayments and calls		~~225~~2,754			~~1,157~~(46	)
Proceeds from sales of securities available-for-sale		11,622			—
Proceeds from sales		17,826			11,813
Gain on sale of securities		191			—
Purchases		(5,725	)		(23,089	)
Purchases		(33,622	)		(10,764	)
Loan originations and payments, net		5,561			8,391
Loan originations and payments, net		18,931			(25,252	)
Net sale (purchase) of FHLB stock		909			(669	)
Net purchase of FHLB stock		(1,164	)		(296	)
Net change in premise and equipment		(22	)		(233	)
Gain on sale of property		49			—
Net cash from (used in) investing activities		20,229			(3,624	)
Net change in premise and equipment		(3,462	)		(3,331	)
Cash flows used in financing activities:
Net cash used in investing activities		(6,992	)		(38,420	)
Net change in deposits		13,798			(17,842	)
Cash flows from (used in) financing activities:
Net change in short-term borrowing		(20,000	)		5,204
Net change in deposits		(24,663	)		(17,612	)
Proceeds from long-term borrowing		—			10,000
Net change in short-term borrowing		9,255			5,000
Cash dividend paid		—			(474	)
Proceeds from long-term borrowing		18,000			10,000
Net cash used in financing activities		(6,202	)		(3,112	)
Proceeds from exercise of stock options		—			12
Net change in cash and cash equivalents		12,614			(6,029	)
Cash dividend paid		(947	)		(940	)
Beginning cash and cash equivalents		6,719			10,669
Net cash from (used in) financing activities		1,645			(3,540	)
Ending cash and cash equivalents	$	19,333		$	4,640
Net change in cash and cash equivalents		(5,405	)		(38,707	)
Beginning cash and cash equivalents		10,669			44,233
Ending cash and cash equivalents	$	5,264		$	5,526
Supplemental cash flow information
Interest paid	$	83,~~771~~820		$	84,~~230~~569
Income taxes paid	$	~~325~~—		$	~~1,569~~—
Supplemental disclosure of non cash transactions:
Loans transferred to other real estate owned	$	2,454		$	—

See Notes to Condensed Consolidated Financial Statements

FIRST STATE FINANCIAL CORPORATION

CONDENSED NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~June~~March 3031, ~~2008~~2009

(Unaudited)

NOTE 1 – INTERIM FINANCIAL STATEMENTS

~~These~~The (a) condensed balance sheet as of December 31, 2008, which has been derived from audited financial statements, and (b) the unaudited interim condensed financial statements ~~were~~have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in annual financial statements prepared in accordance with ~~the instructions~~generally accepted accounting principles have been condensed or omitted pursuant to ~~Form~~those ~~10-Q~~rules and ~~Rule~~regulations, ~~10-01~~although ofthe ~~Regulation~~company ~~S-X.~~believes Asthat ~~such~~the disclosures ~~they~~made doare ~~not~~adequate ~~include~~to ~~all~~make of the information ~~and~~not ~~footnotes~~misleading. ~~required~~It byis ~~generally~~suggested ~~accepted~~that ~~accounting~~these ~~principles~~condensed ~~for~~financial ~~complete~~statements be read in conjunction with the financial statements and the notes thereto included in the company’s latest Form 10-K/A Amendment No. 1. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary to comply with Regulation S-X were included. The operating results for the ~~six~~three months ended ~~June~~ March 3031, ~~2008~~2009 are not necessarily indicative of the results that may be expected for the full year of ~~2008~~2009.

NOTE 2 – NEW ACCOUNTING STANDARDS

In ~~March~~April ~~2008~~2009, the FASB issued ~~SFAS~~FSP ~~No. 161~~FAS 107-1 and APB 28-1, “Interim Disclosures about ~~Derivative~~Fair Value of Financial Instruments.” This ~~and~~FASB ~~Hedging~~Staff ~~Activities,~~Position ~~which~~(“FSP”) ~~will~~amends ~~require~~Statement ~~increased~~of ~~disclosures~~Financial ~~about~~Accounting anStandard ~~entity’s~~(“SFAS”) ~~strategies~~No. 107, ~~and~~“Disclosures ~~objectives~~About ~~for using~~Fair ~~derivative~~Value ~~instruments;~~of ~~the~~Financial ~~location~~Instruments,” ~~and~~to ~~amounts~~require ofdisclosures ~~derivative~~about fair value of financial instruments infor aninterim ~~entity’s~~reporting ~~financial~~periods ~~statements;~~of ~~how~~publicly ~~derivative~~traded ~~instruments~~companies ~~and~~as ~~related~~well ~~hedged~~as ~~items~~in ~~are~~annual ~~accounted~~financial ~~for~~statements. ~~under~~This ~~SFAS~~FSP also amends APB Opinion No. ~~133~~28, ~~Accounting~~“Interim ~~for~~Financial ~~Derivative Instruments~~Reporting,” ~~and~~to ~~Hedging~~require ~~Activities;~~those ~~and~~disclosures ~~how~~in ~~derivative~~summarized financial ~~instruments~~information ~~and~~at ~~related~~interim ~~hedged~~reporting ~~items~~periods. ~~affect~~This ~~its~~FSP ~~financial~~is ~~position,~~effective ~~financial~~for ~~performance,~~interim ~~and~~reporting ~~cash~~periods ~~flows.~~ending ~~Certain~~after ~~disclosures~~June 15, ~~will~~2009, ~~also~~with beearly ~~required~~adoption ~~with~~permitted ~~respect~~for toperiods ~~derivative~~ending ~~features~~after ~~that~~March 15, ~~are credit risk-related~~2009. ~~SFAS~~The ~~No. 161~~FSP isdoes ~~effective~~not require disclosures for ~~the~~earlier ~~Company~~periods ~~beginning~~presented ~~March 1,~~for ~~2009~~comparative onpurposes aat ~~prospective~~initial ~~basis~~adoption. ~~Based~~ onIn ~~the~~periods ~~Company’s~~after ~~current~~initial ~~operations~~adoption, ~~the~~this ~~Company~~FSP ~~does~~requires ~~not~~comparative ~~expect~~disclosures ~~that~~only ~~the~~for ~~adoption~~periods ofending ~~SFAS~~after Noinitial adoption. ~~161~~ ~~will have~~We aintend ~~material~~to ~~effect~~include onthe ~~its~~disclosures ~~financial~~required ~~position,~~by this ~~results~~FSP ofin ~~operations~~our orsecond ~~cash~~quarter ~~flows~~Form 10-Q.

~~NOTE~~In 3April 2009, –the ~~STOCK~~FASB issued FSP FAS 115-~~BASED~~2 ~~COMPENSATION~~and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments.” This FSP amends the other-than-temporary impairment guidance for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. This FSP does not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities. This FSP is effective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The FSP does not require disclosures for earlier periods presented for comparative purposes at initial adoption. In periods after initial adoption, this FSP requires comparative disclosures only for periods ending after initial adoption. We intend to adopt this FSP in the second quarter; however, we do not expect the adoption to have a material effect on our financial results.

~~First~~In ~~State~~April 2009, ~~Financial~~the ~~Corporation’s~~FASB ~~2004~~issued ~~Stock~~FSP ~~Plan~~FAS 157-4, ~~which~~“Determining isFair ~~stockholder~~Value ~~approved,~~When ~~permits~~ the ~~grant~~Volume and Level of ~~share~~Activity ~~options~~for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly.” This FSP provides additional guidance for upestimating tofair ~~500,000~~value ~~shares~~in ofaccordance ~~common~~with ~~stock~~SFAS No. ~~Under~~ 157, “Fair Value Measurements,” when the ~~terms~~volume and level of activity for the ~~plan,~~asset ~~the~~or ~~option~~liability ~~price~~have significantly decreased. This FSP also includes guidance on identifying circumstances that indicate a transaction is not ~~less~~orderly. ~~than~~This ~~the~~FSP ~~fair~~is ~~market~~effective ~~value~~for ofinterim ~~the~~and ~~common~~annual ~~stock~~reporting onperiods ~~the~~ending ~~date~~after June 15, of2009, ~~grant~~with early adoption permitted for periods ending after March 15, 2009. ~~Stock~~The ~~options~~FSP ~~generally~~does ~~vest~~not ~~over~~require ~~five~~disclosures ~~years~~for ~~and~~earlier ~~have~~periods apresented ~~ten~~for ~~year~~comparative ~~contractual~~purposes ~~term~~at initial adoption. ~~Certain~~In ~~awards~~periods ~~provide~~after ~~for~~initial ~~accelerated~~adoption, this ~~vesting~~FSP ifrequires ~~there~~comparative isdisclosures aonly ~~change~~for inperiods ~~control~~ending ~~(as~~after ~~defined~~initial adoption. We intend to adopt this FSP in the ~~plan)~~second quarter; however, we do not expect the adoption to have a material effect on our financial results.

During the quarter ended June 30, 2008, the Company did not grant any stock options. During the previous quarter ended March 31, 2008 the Company granted 71,250 stock options. During the quarter and the six months ended June 30, 2007, the Company granted 10,000 and 24,000 stock options, respectively.

During the quarter ended June 30, 2008, 13,410 options vested and no options were exercised. During the previous quarter ended March 31, 2008, 5,800 options vested and no options were exercised. During the quarter and the six months ended June 30, 2007, 6,400 and 21,110 options vested and 0 and 1,050 options were exercised, respectively.

ANOTE ~~summary~~3 of– ~~share~~STOCK-BASED ~~option~~COMPENSATION ~~activity under the plan as of June 30, 2008 is as follows:~~

	StockOptionsOutstanding	WeightedAverageExercisePrice		Weighted-AverageRemainingContractualLife (in years)	AggregateIntrinsicValue(in thousands)
Options outstanding, December 31, 2007	97,140	$	13.54
Granted	71,250		7.78
Exercised	—		—
Forfeited or expired	—		—
Options outstanding, June 30, 2008	168,390	$	11.10	8.26	$	2
Options exercisable, June 30, 2008	46,720	$	12.57	6.82	$	2

First State Financial Corporation’s 2004 Stock Plan, which is stockholder approved, permits the grant of share options for up to 500,000 shares of common stock. Under the terms of the plan, the option price is not less than the fair market value of the common stock on the date of grant. Stock options generally vest over five years and have a ten year contractual term. Certain awards provide for accelerated vesting if there is a change in control (as defined in the plan).

~~For~~During the ~~three~~quarter ~~and six months~~ ended ~~June~~March 3031, ~~2008~~2009, ~~$32 thousand and $63 thousand in compensation cost related to~~ the Company’s ~~stock~~did ~~option~~not ~~plan~~grant ~~was~~any ~~recorded~~stock inoptions. ~~net~~During ~~loss,~~the ~~respectively.~~quarter Asended ~~of June~~March 3031, 2008, ~~$208~~the ~~thousand~~Company ingranted ~~unrecognized~~71,250 ~~compensation~~stock ~~costs~~options. ~~remained~~During tothe bequarter ~~recognized~~ended ~~over~~March 31, a2009, ~~weighted-average~~20,050 ~~period~~options ofvested ~~2.6~~and ~~years.~~no ~~All~~options ~~stock~~were ~~option compensation~~exercised. ~~costs~~During ~~recognized in~~ the ~~first~~quarter ~~six~~ended ~~months~~March 31, of 2008, ~~related~~5,800 ~~to incentive stock~~ options. ~~Accordingly,~~vested ~~there~~and is no ~~tax~~options ~~benefit~~were ~~to disclose~~exercised.

A summary of share option activity under the plan as of March 31, 2009 is as follows:


	Stock Options Outstanding	Weighted Average Exercise Price		Weighted-Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value (in thousands)
Options outstanding, January 1, 2009	166,590	$	11.17
Granted	—		—
Exercised	—		—
Forfeited or expired	—		—

Options outstanding, March 31, 2009	166,590	$	11.17	7.60	$	—


Options exercisable, March 31, 2009	64,970	$	12.05	6.98	$	—

For the three months ended March 31, 2009, $24 thousand in compensation cost related to the Company’s stock option plan was recorded in net loss. As of March 31, 2009, $124 thousand in unrecognized compensation costs remained to be recognized over a weighted-average period of 2.3 years. All stock option compensation costs recognized in the first three months of 2009 were related to incentive stock options. Accordingly, there is no tax benefit to disclose.

NOTE 4 – LOANS

Major classifications of loans are as follows (in thousands):

	June 30,2008			December 31,2007
	March 31,2009			December 31,2008
Commercial	$	7360,~~457~~700		$	7673,~~630~~301
Real estate:
Residential		4951,~~995~~682			5453,~~058~~470
Commercial		~~188~~175,~~407~~005			~~211~~183,~~516~~203
Construction		5660,~~893~~304			4764,~~308~~799
Consumer and other		1312,~~121~~432			13,~~651~~006
		381,873			403,163
		360,123			387,779
Less: Deferred loan fees, net		(~~942~~705	)		(~~1,126~~807	)
Allowance for loan losses		(1216,~~091~~681	)		(720,~~633~~679	)
Total loans, net	$	~~368~~342,~~840~~737		$	~~394~~366,~~404~~293

Transactions in the allowance for loan losses are as follows (in thousands):

	Activity for the six months ended
	June 30,2008			June 30,2007
Balance, beginning of period	$	7,633		$	4,358
Provision charged to operations		6,633			477
Loans charged off		(2,251	)		(251	)
Recoveries		76			24
Balance, end of period	$	12,091		$	4,608

Transactions in the allowance for loan losses are as follows (in thousands):


	Activity for the three months ended
	March 31, 2009			March 31, 2008
Balance, beginning of period	$	20,679		$	7,633
Provision charged to operations		15,541			2,933
Loans charged off		(19,543	)		(545	)
Recoveries		4			22

Balance, end of period	$	16,681		$	10,043

Impaired loans were as follows (in thousands):

	June 30,2008		December 31,2007
	March 31,2009		December 31,2008
Loans with no allocated allowance for loan losses	$	3151,~~932~~243	$	1344,~~634~~839
Loans with allocated allowance for loan losses		3635,~~217~~806		1753,~~383~~643
	$	6887,~~149~~049	$	3198,~~017~~482
Amount of the allowance for loan losses allocated	$	9,~~459~~161	$	517,~~017~~812

NOTE 5 – ~~FAIR~~FEDERAL ~~VALUE~~HOME LOAN BANK ADVANCES AND OTHER BORROWINGS

~~Statement~~Federal ~~157~~Home ~~establishes~~Loan aBank ~~fair~~advances ~~value hierarchy which requires an entity to maximize the use of observable inputs~~ and ~~minimize~~other ~~the~~borrowings ~~use~~were ofas ~~unobservable~~follows ~~inputs~~(in ~~when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value~~thousands):


	March 31, 2009		December 31, 2008
Line of credit, Independent Bankers’ Bank	$	1	$	1
Federal Home Loan Bank advances		21,000		41,000

	$	21,001	$	41,001

During the quarter ended March 31, 2009, $20.0 million Federal Home Loan Bank advances outstanding at December 31, 2008 were paid off.

The borrowings were collateralized by $2.8 million and $3.0 million of securities and a blanket pledge of a portion of the Bank’s mortgage loan portfolio at March 31, 2009 and December 31, 2008, respectively.

The Company has a $4.0 million line of credit with another financial institution. Borrowings outstanding on this line of credit totaled $1 thousand at March 31, 2009 and December 31, 2008. Interest on this line of credit adjusts daily at the Prime Rate published in The Wall Street Journal less 1%. The line of credit is secured by all of the preferred and common stock of the Company’s bank subsidiary, First State Bank. The line of credit was renewed in May 2009 and is subject to review in May 2010. At March 31, 2009 the Company was not compliant with the debt covenants surrounding the line of credit and thus cannot utilize the remainder of the $4.0 million line of credit and could be required to repay the $1 thousand outstanding.

NOTE 6 – FAIR VALUE

SFAS No. 157 establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1: Quoted prices (unadjusted) or identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

Assets and Liabilities Measured on a Recurring Basis

Assets and liabilities measured at fair value on a recurring basis consist of available-for-sale securities. The fair value was derived based on market prices or dealer quotes on securities with similar characteristics (level 2) and amounted to $72.1 million as of June 30, 2008.

Assets and Liabilities Measured on a Non-Recurring Basis

Assets and liabilities measured at fair value on a non-recurring basis consist of impaired loans. The fair value of certain assets was derived using significant other observable inputs (level 2) and amounted to $34.8 million as of June 30, 2008. The fair value of certain other assets was derived using significant unobservable inputs (level 3) and amounted to $23.9 million as of June 30, 2008. Impaired loans, which are measured for impairment using the fair value of the collateral for collateral dependent loans, had a carrying amount of $68.2 million, with a valuation allowance of $9.5 million.

~~NOTE~~Assets 6and –Liabilities ~~FEDERAL~~Measured ~~HOME~~on ~~LOAN~~a ~~BANK~~Recurring ~~ADVANCES~~Basis ~~AND OTHER BORROWINGS~~

~~Federal~~Assets ~~Home~~and ~~Loan~~liabilities ~~Bank~~measured ~~(FHLB)~~at ~~advances~~fair ~~and~~value ~~other~~on ~~borrowings~~a ~~were~~recurring asbasis ~~follows~~are (summarized below. The fair value of securities available-for-sale is determined by matrix pricing, which is a mathematical technique widely used in ~~thousands~~the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2 inputs):.

	June 30,2008		December 31,2007
	Fair Value Measurement at March 31,2009 Using Significant Other ObservableInputs (level 2) (in thousands)		Fair Value Measurement at December 31,2008 Using Significant Other ObservableInputs (level 2) (in thousands)
Line of credit, Independent Bankers’ Bank	$	1	$	1
Securities, available-for-sale	$	52,925	$	67,323
Federal Home Loan Bank Advances		28,000		3,000
	$	28,001	$	3,001

~~During~~Assets ~~the six months ended June 30, 2008 the Bank initiated several advances from the Federal Home Loan Bank totaling $20 million with fixed rates ranging from 2.72%~~ and ~~3.98%.~~Liabilities ~~The~~Measured ~~Bank~~on ~~also initiated an advance of $8 million with~~ a ~~variable interest rate. These advances were used to purchase higher yielding long~~Non-~~term~~Recurring ~~securities~~Basis to increase the duration of earning assets and shorten the duration of liabilities and to fund the opening of new branches. In June 2008, the $3 million Federal Home Loan Bank advance outstanding at December 31, 2007 was paid.

Assets and liabilities measured at fair value on a non-recurring basis are summarized below. The fair value of the other real estate owned and impaired loans with specific allocations of the allowance for loan losses is generally based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value. Impaired loans, which are measured for impairment using the fair value of the collateral for collateral dependent loans, had a carrying amount of $35.8 million, with a valuation allowance of $9.2 million, resulting in an increase of the provision for loan losses of $10.9 million for the period. Other real estate owned, which is measured for impairment using fair value, had a carrying amount of $203 thousand, with a valuation allowance of $85 thousand.


	Fair Value Measurement at March 31, 2009 Using Significant Other Unobservable Inputs (level 3) (in thousands)		Fair Value Measurement at December 31, 2008 Using Significant Other Unobservable Inputs (level 3) (in thousands)
Impaired loans	$	35,806	$	53,643
Other real estate owned		203		203

NOTE 7 – CAPITAL REQUIREMENTS

The Bank is subject to various regulatory capital requirements administered by the Federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory – and possibly additional discretionary – actions by regulators that, if undertaken, could have a direct material effect on the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk-weighting and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of Total and Tier 1 Capital (as defined by regulations) to Risk-Weighted Assets (as defined) and of Tier I Capital (as defined) to Average Assets (as defined).

As of March 31, 2009 the Bank was significantly undercapitalized under the regulatory framework for prompt corrective action. Actual capital amounts (dollars in thousands) and ratios are presented in the table.


	Actual			For Capital Adequacy Purposes					To Be Adequately Capitalized Under Prompt Corrective Action Provisions
	Amount	Ratio		Amount		Ratio			Amount		Ratio
As of March 31, 2009:
Total capital (to risk-weighted assets):	16,344	4.25	%	³	30,801	³	8.00	%	$	30,801	8.00	%
Tier I capital (to risk weighted assets):	11,385	2.96	%	³	15,401	³	4.00	%		15,401	4.00	%
Tier I capital (to average assets):	11,385	2.50	%	³	18,227	³	4.00	%		18,227	4.00	%

(1)

The regulatory ratios for a “well capitalized” institution are: Tier I Capital 6%; Total Capital 10%; Leverage 5%. The regulatory ratios for an “adequately capitalized” institution are: Tier I Capital 4%; Total Capital 8%; Leverage 4%. The regulatory ratios for an “under capitalized” institution are: Tier I Capital 3%; Total Capital 6%; Leverage 3%. The regulatory ratio for a “significantly under capitalized” institution are: Ratio of tangible equity to total assets greater than 2%.

~~Item~~On 2May 12, 2009, the Bank received notification from the FDIC that as of March 31, 2009, it was undercapitalized. ~~MANGEMENT~~As a result of this classification, the Bank is subject to restrictions on asset growth, dividends, other capital distributions and management fees pursuant to FDIC Rules and Regulations. Further, the Bank is required to file a written capital restoration plan with the FDIC within 45 days of the receipt of the notification. Lastly, the Bank’Ss ~~DISCUSSION~~current ~~AND~~capital ~~ANALYSIS~~levels OFdo ~~FINANCIAL~~not ~~CONDITION~~allow ~~AND~~it ~~RESULTS~~to OFaccept ~~OPERATIONS~~new or rollover any brokered deposits or solicit deposits by offering an effective yield that exceeds by more than 75 basis points over the prevailing effective yields on insured deposits of comparable maturity in the Bank’s market area.

~~The~~NOTE ~~following~~8 ~~commentary~~– ~~presents~~GOING ~~management’s~~CONCERN discussion and analysis of First State Financial Corporation’s financial condition and results of operations for the three and six months ended June 30, 2008. It should be read in conjunction with the unaudited Consolidated Financial Statements and Notes included elsewhere in this report and the audited Consolidated Financial Statements and Notes contained in the Corporation’s 2007 Annual Report on Form 10-K. In addition, the following discussion and analysis should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in the Corporation’s 2007 Annual Report on Form 10-K, which contains important additional information that is necessary to understand the Corporation and its financial condition and results of operations for the periods covered by this report.

AsThe ~~used~~Company’s infinancial ~~this~~statements ~~report~~have been prepared on a going-concern basis, which contemplates continuity of operations, realization of assets and liquidation of liabilities in the ~~terms~~ordinary ~~“we~~course of business. The Company recorded a loss for the year ended December 31,” ~~“our~~2008 of $21.1 million and for the first quarter of 2009 of $16.3 million. In addition,” ~~“First~~the ~~State~~Bank’s ~~Financial~~capital ratios as of December 31,” ~~“company~~2008 and March 31,” 2009 severely deteriorated and ~~“corporation”~~are ~~mean~~expected ~~First~~to ~~State Financial~~continue ~~Corporation~~to ~~and~~deteriorate ~~its~~through ~~subsidiary~~the second quarter of 2009 unless the Company ~~context~~is ~~indicates~~able ~~otherwise.~~to ~~The~~secure ~~terms~~new ~~“bank”~~capital ~~and~~or ~~“First~~reduce ~~State~~the ~~Bank”~~size ~~mean~~of ~~First~~the ~~State~~loan ~~Bank~~portfolio. WeFailure ~~intend~~to ~~for~~meet ~~this~~regulatory ~~discussion~~capital requirements may expose the Company and the Bank to ~~provide~~additional ~~information~~regulatory ~~that~~sanctions ~~will~~including ~~assist~~mandatory inasset disposition and seizure. ~~understanding~~As ~~our~~previously reported in the Company’s 2008 financial statements. Wefiled ~~will~~on ~~discuss~~Form ~~the~~10-K/A, ~~changes~~filed inon ~~certain~~May 15, ~~key~~2009, ~~items~~these infactors ~~those~~raise ~~financial~~substantial ~~statements~~doubt ~~and~~about the ~~primary~~Company’s ~~factors~~ability ~~that~~to ~~accounted~~continue ~~for~~as ~~those~~a ~~changes~~going concern.

~~OVERVIEW~~Management’s plans to mitigate the effects of the losses incurred and other matters described above are: 1) to raise additional equity capital; 2) reduce the size of the loan portfolio; and 3) to pursue its business plan and seek to generate positive operating cash flow. The Company’s ability to continue as a going concern is dependent on the implementation and success of these plans and management believes that these plans can be effectively implemented during 2009. However, there can be no assurance that management’s plans can be achieved. The financial statements do not include any adjustments in the event the Company is unable to continue as a going concern.

WeNOTE ~~are~~9 ~~the~~– ~~parent~~SUBSEQUENT ofEVENT ~~First State Bank, a community bank headquartered in Sarasota, Florida with offices in Sarasota and Pinellas counties. The Bank’s business strategy encompasses:~~

•During ~~Providing~~the ~~customers~~year ended 2007, the Bank entered into $25.0 million of ten-year repurchase agreements, whereby higher yielding long-term securities were purchased to decrease the duration of earning assets and shorten the duration of liabilities. At March 31, 2009 the agreements were callable immediately as the Bank did not maintain its “well capitalized” status with ~~access~~the FDIC. However, upon further review of the associated agreements and discussions with the counterparty to ~~local~~the ~~executives;~~agreements in April of 2009, it was determined that there was ambiguity in the agreements pertaining to the rights of the non defaulting party.

•In ~~Pursuing~~April ~~commercial~~of ~~lending~~2009, ~~opportunities~~the ~~with~~repurchase ~~small~~agreements were amended. The amendments state that the agreements are callable and a default has occurred if (i) First State Bank ceases to be “adequately capitalized” at any time before September 30, 2009, (ii) First State Bank fails to regain and maintain “well capitalized” status on and after September 30, 2009, (iii) First State Bank is issued a “cease and desist order” at any time by its Federal or State regulator, or (iv) First State Bank fails to deliver additional cash margin such that the total amount of the excess cash margin is equal to $2.5 million. Under the terms of the amendment, if a default occurs, the agreements are callable immediately and the non defaulting party has the right to mark-to-market the underlying interest rate exposure, which was valued at approximately $4.6 million at April 13, 2009. As First State Bank was rated “significantly undercapitalized” as of March 31, 2009, the Bank is in default of the amended repurchase agreements and if called, would need to ~~mid~~record approximately $4.6 million of additional expense in order to mark-~~sized~~to-market ~~businesses;~~the interest rate exposure.

• Developing new products and services to generate additional revenue sources;

• Cross-selling products and services to existing customers;

• Adhering to sound credit standards and maintaining the continued quality of assets; and

• Acquiring and developing new branches within our geographical area.

Some of the key developments during the second quarter of 2008 include:

• The purchase of $10.5 million in securities to increase the duration of interest earning assets;

• Net loss of $2.2 million primarily due to an increase of the loan loss provision;

• Branch openings in Clearwater and Venice; and

• Plans to open one new branch over the next 12 months.

We continue to face a variety of challenges and opportunities inherent within the banking industry which are characterized by the uncertainty in the timing of interest rate changes, credit quality and intense competition. The Company continues to position itself to better serve its customers in the Pinellas and Sarasota markets. As part of our strategic plan, the management team and employees will continue to build upon our past successes by building customer relationships, monitoring credit quality, monitoring our margin, and expanding our presence within our geographical market.

Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following commentary presents management’s discussion and analysis of First State Financial Corporation’s financial condition and results of operations for the three months ended March 31, 2009. It should be read in conjunction with the unaudited Consolidated Financial Statements and Notes included elsewhere in this report and the audited Consolidated Financial Statements and Notes contained in the Corporation’s 2008 Form 10-K/A (Amendment No. 1). In addition, the following discussion and analysis should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in the Corporation’s 2008 Form 10-K/A (Amendment No. 1), which contains important additional information that is necessary to understand the Corporation and its financial condition and results of operations for the periods covered by this report.

As used in this report, the terms “we,” “our,” “First State Financial,” “company,” and “corporation” mean First State Financial Corporation and its subsidiary unless the context indicates otherwise. The terms “bank” and “First State Bank” mean First State Bank. We intend for this discussion to provide information that will assist in understanding our financial statements. We will discuss the changes in certain key items in those financial statements and the primary factors that accounted for those changes.

OVERVIEW

We are the parent of First State Bank, a community bank headquartered in Sarasota, Florida with offices in Sarasota and Pinellas counties.

Some of the key developments during the first quarter of 2009 include:

•

The net sale of $12.1 million in securities to decrease the duration of interest earning assets;

•

The pay down of $20.0 million of short term borrowings; and

•

Net loss of $16.3 million primarily due to an increase of the loan loss provision.

We continue to face a variety of challenges and opportunities inherent within the banking industry which are characterized by the uncertainty in the timing of interest rate changes, credit quality and intense competition. As part of our strategic plan, we are reassessing our long term objectives and strategic alternatives to determine the most appropriate business strategy for the Company and its shareholders. In our efforts to continue to improve our efficiency and profitability, our plan is to focus on recapitalization, improving operating expenses as a percent of total assets and improving our efficiency ratio. We also will seek to improve our profitability by maintaining pricing discipline on the loans we originate and attracting lower cost core deposits.

FORWARD-LOOKING STATEMENTS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations may contain forward-looking statements that may be identified by the use of words like “believe,” “expect,” “anticipate,” and “project.” Forward-looking statements reflect our good-faith evaluation of information currently available. However, such statements are dependent on and can be influenced by, a number of external variables over which we have little or no control. These variables include:

•

the effect of future economic conditions;

•

governmental monetary and fiscal policies;

•

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;

•

interest rate risks; and

•

the effects of competition from other commercial banks, thrifts, consumer financial companies, and other financial institutions operating in our market area and elsewhere.

Forward-looking statements are not, and should not be relied upon as a guaranty of future performance or results. As a result, actual outcomes and results may differ materially from those expressed in forward-looking statements. We undertake no obligation to update or revise forward-looking statements.

RESULTS OF OPERATIONS

The table below presents, for the periods indicated, amounts included in our Condensed Consolidated Statements of Income. The percentage change is calculated using actual amounts rounded to the nearest thousand and rounded to the nearest whole percentage.

	Three months endedJune 30,											Six months endedJune 30,
							change											change
(Dollars in thousands)	2008			2007			$			%		2008			2007			$			%
Interest income	$	7,353		$	8,481		$	(1,128	)	-13	%	$	15,328		$	17,139		$	(1,811	)	-11	%
Interest expense		4,133			4,189			(56	)	-1	%		8,609			8,276			333		4	%
Net interest income		3,220			4,292			(1,072	)	-25	%		6,719			8,863			(2,144	)	-24	%
Provision for loan losses		3,700			286			3,414		1,194	%		6,633			477			6,156		1,291	%
Net interest (loss) income after provision		(480	)		4,006			(4,486	)	-112	%		86			8,386			(8,300	)	-99	%
Non-interest income		400			644			(244	)	-38	%		1,091			1,140			(49	)	-4	%
Non-interest expense		(3,496	)		(3,399	)		97		3	%		(6,630	)		(6,267	)		363		6	%
(Loss) income before income taxes		(3,576	)		1,251			(4,827	)	-386	%		(5,453	)		3,259			(8,712	)	-267	%
Income tax (benefit) expense		(1,369	)		454			(1,823	)	-402	%		(2,108	)		1,193			(3,301	)	-277	%
Net (loss) income	$	(2,207	)	$	797		$	(3,004	)	-377	%	$	(3,345	)	$	2,066		$	(5,411	)	-262	%

RESULTS OF OPERATIONS


	Three months ended March 31,
							change
(Dollars in thousands)	2009			2008			$			%
Interest income	$	5,775		$	7,975		$	(2,200	)	-28	%
Interest expense		3,843			4,476			(633	)	-14	%

Net interest income		1,932			3,499			(1,567	)	-45	%
Provision for loan losses		15,541			2,933			12,608		430	%

Net interest (loss) income after provision		(13,609	)		566			(14,175	)	2504	%
Non-interest income		737			691			46		7	%
Non-interest expense		(3,471	)		(3,134	)		337		11	%

Loss before income taxes		(16,343	)		(1,877	)		(14,466	)	-771	%
Income tax benefit		—			(739	)		739		100	%

Net loss	$	(16,343	)	$	(1,138	)	$	(15,205	)	(1336	)%

The following average balance sheet presents certain information related to our average yields on assets and average cost of liabilities. Such yields have been derived by dividing income or expenses by the average balance of the corresponding assets or liabilities and the calculated year to date rate is then annualized.

	For the six months ended June 30,
	For the three months ended March 31,
	2008								2007
	2009									2008
(Dollars in thousands)	AverageBalances		Income/Expense			~~Yields/Rates~~	Yields/Rates		~~AverageBalances~~	AverageBalances		~~Income/Expense~~	Income/Expense		~~Yields/Rates~~		Yields/Rates
Assets:
Earning assets:
Loans (1)	$	~~382~~363,~~432~~228	$	135,~~538~~085	(4)	~~7.12~~	%5.68	%	$	~~377,377~~$	388,418	$	~~16,072~~$	7,125	~~8.59~~(4)	%	7.36	%
Investment securities, taxable		4944,~~890~~229		~~1,410~~590		~~5.68~~	%5.41	%		~~17,706~~	44,437		~~421~~	624	~~4.79~~	%	5.63	%
Investment securities, non-taxable (2)		118,~~004~~463		~~371~~135		~~6.77~~	%6.45	%		~~8,523~~	11,976		~~235~~	206	~~5.55~~	%	6.87	%
Other		5,622		108		3.86	%			18,479			474		5.17	%
Federal funds sold and other		13,052		1			0.04	%			8,056			75			3.75	%
Total interest earning assets		~~448~~428,~~948~~972		155,~~427~~811		~~6.91~~	%5.49	%		~~422,085~~	452,887		~~17,202~~	8,030	~~8.22~~	%	7.11	%
Non-interest earning assets		2134,~~216~~263								~~18,344~~	20,215
Total assets	$	~~470~~463,~~164~~235							$	~~440,429~~$	473,102
Liabilities:
Interest bearing liabilities:
NOW accounts	$	14,~~403~~004	$	~~124~~29		~~1.73~~	%0.84	%	$	~~16,081~~$	14,044	$	~~114~~$	64	~~1.43~~	%	1.83	%
Money market		3649,~~202~~953		~~551~~311		~~3.06~~	%2.53	%		~~31,320~~	35,383		~~576~~	296	~~3.71~~	%	3.36	%
Savings		208,~~584~~805		~~280~~39		~~2.73~~	%1.81	%		~~22,837~~	22,929		~~407~~	163	~~3.60~~	%	2.85	%
Time deposits		~~272~~276,~~878~~767		63,~~894~~051		~~5.08~~	%4.47	%		~~275,749~~	280,533		~~7,038~~	3,610	~~5.15~~	%	5.16	%
Borrowings		3949,~~645~~784		~~760~~413		~~3.86~~	%3.36	%		~~4,769~~	31,856		~~141~~	343	~~5.95~~	%	4.31	%
Total interest bearing liabilities		~~383~~399,~~712~~313		83,~~609~~843		~~4.51~~	%3.90	%		~~350,756~~	384,745		~~8,276~~	4,476	~~4.76~~	%	4.67	%
Demand deposits		3528,~~997~~180								~~36,906~~	36,700
Other non-interest bearing liabilities		1,~~414~~213								~~2,554~~	1,665
Total non-interest bearing liabilities		3729,~~411~~393								~~39,460~~	38,365
Stockholders’ equity		4934,~~041~~529								~~50,213~~	49,992
Total liabilities & stockholders’ equity	$	~~470~~463,~~164~~235							$	~~440,429~~$	473,102
Net Interest Income			$	61,~~818~~968								$	~~8,926~~$	3,554
Net Interest Margin (3)						~~3.05~~	%1.86	%							~~4.26~~	%	3.15	%

(1)	Average loans include nonperforming loans

(2)	On a fully tax-equivalent basis using a 34% rate for Federal income tax purposes, reduced by the non-deductible portion of interest expense

(3)	Net interest margin is net interest income divided by average total interest earning assets

(4)	Includes $145 and $251 of fees for the three months ended March 31, 2009 and 2008, respectively.

The table below details the components of the changes in net interest income for the three months ended March 31, 2009 and March 31, 2008. For each major category of interest earning assets and interest bearing liabilities, information is provided with respect to changes due to average volumes, changes due to rates, and with the changes in both volumes and rates allocated to these two categories based on the proportionate absolute changes in each category.

The table below details the components of the changes in net interest income for the six months ended June 30, 2008 and June 30, 2007. For each major category of interest earning assets and interest bearing liabilities, information is provided with respect to changes due to average volumes, changes due to rates, and with the changes in both volumes and rates allocated to these two categories based on the proportionate absolute changes in each category.


	For the three months ended March 31, 2009 Compared to the three months ended March 31, 2008
	Increase (decrease) due to change in
(Dollars in thousands)	Average Volume			Average Rate			Net Increase (Decrease)
Increase (decrease) in interest income:
Loans	$	(439	)	$	(1,601	)	$	(2,040	)
Investment securities, taxable		(3	)		(31	)		(34	)
Investment securities, non-taxable (1)		(57	)		(14	)		(71	)
Federal funds sold and other		29			(103	)		(74	)

Total interest income		(470	)		(1,749	)		(2,219	)


Increase (decrease) in interest expense:
NOW accounts		—			(35	)		(35	)
Money market		103			(88	)		15
Savings		(78	)		(46	)		(124	)
Time deposits		(48	)		(511	)		(559	)
Borrowings		161			(91	)		70

Total interest expense		138			(771	)		(633	)


Total change in net interest income	$	(608	)	$	(978	)	$	(1,586	)

	For the six months ended June, 2008Compared to the six months ended June 30, 2007
	Increase (decrease) due to change in
(Dollars in thousands)	AverageVolume			AverageRate			NetIncrease(Decrease)
Increase (decrease) in interest income:
Loans	$	213		$	(2,747	)	$	(2,534	)
Investment securities, taxable		895			94			989
Investment securities, non-taxable (1)		77			59			136
Other		(269	)		(97	)		(366	)
Total interest income		916			(2,691	)		(1,775	)
Increase (decrease) in interest expense:
NOW accounts		(13	)		23			10
Money market		82			(107	)		(25	)
Savings		(37	)		(90	)		(127	)
Time deposits		(73	)		(71	)		(144	)
Borrowings		685			(66	)		619
Total interest expense		644			(311	)		333
Total change in net interest income	$	272		$	(2,380	)	$	(2,108	)

(1)	On a fully tax-equivalent basis using a 34% rate for Federal income tax purposes, reduced by the non-deductible portion of interest expense

FOR THE ~~SIX~~THREE MONTHS ENDED ~~JUNE~~MARCH 3031, ~~2008~~2009:

NET INTEREST INCOME

Net interest income ison ~~the~~a ~~most~~fully ~~significant~~tax-equivalent ~~component~~basis offor ~~our~~the ~~earnings.~~first ~~Net~~quarter ~~interest~~of ~~income~~2009 isand ~~comprised~~for the first quarter of ~~interest~~2008 ~~income,~~was $2.0 million and ~~loan-related~~$3.6 ~~fees~~million, ~~less~~ ~~interest expense~~respectively. Net interest income ison ~~affected~~a fully tax-equivalent basis decreased by ~~numerous~~$1.6 ~~factors,~~million; ~~including~~$978 ~~the~~thousand ~~level,~~was ~~pricing,~~due ~~mix~~to a decrease in rates, and ~~maturity~~$608 thousand of the decrease was due to volume. Average earning assets ~~and~~decreased ~~interest-bearing~~5.3% ~~liabilities,~~for asthe ~~well~~first quarter asof ~~interest~~2009 ~~rate~~over ~~fluctuations.~~the ~~For~~first ~~purposes~~quarter of ~~this~~2008, ~~discussion~~from $452.9 million to $429.0 million, ~~net interest~~with ~~income~~the ~~has~~yield ~~been~~on ~~adjusted~~average toearning aassets ~~fully~~decreasing ~~tax-equivalent~~162 basis ~~which~~points. ~~restates~~Average ~~tax-exempt~~interest ~~income~~bearing toliabilities an(deposits ~~amount~~and ~~that~~borrowings) ~~would~~increased ~~yield~~3.8% for the ~~same~~first quarter ~~after-tax~~of ~~income~~2009 ~~had~~over the ~~income~~first ~~been~~quarter ~~subject~~of 2008, from $384.7 million to ~~income~~$399.3 ~~taxes~~million, with the annualized cost decreasing 77 basis points.

Net interest income on a fully tax-equivalent basis for the first six months of 2008 and for the first six months of 2007 was $6.8 million and $8.9 million, respectively. Net interest income on a fully tax-equivalent basis decreased by $2.1 million; $2.4 million was due to a decrease in rates, partially offset by a $0.3 million increase due to volume. Average earning assets grew 6.4% for the first six months of 2008 over the first six months of 2007, from $422.1 million to $448.9 million, with the yield on average earning assets decreasing 131 basis points. Average interest bearing liabilities (deposits and borrowings) grew 9.4% for the first six months of 2008 over the first six months of 2007, from $350.8 million to $383.7 million, with the annualized cost decreasing 25 basis points.

NON-INTEREST INCOME

Non-interest income for the first ~~six~~quarter ~~months~~ of ~~2008~~2009 ~~and~~was ~~2007~~$737 ~~was~~thousand compared to $~~1.1~~691 ~~million.~~thousand ~~Mortgage~~for ~~banking~~the ~~fees~~same ~~decreased~~period ~~$248~~of ~~thousand,~~2008. The increase from ~~$425~~2008 ~~thousand~~to in2009 was primarily due to the ~~first~~net ~~six~~gain ~~months~~on the sale of ~~2007~~securities toof $~~177~~394 thousand induring the first ~~six~~quarter ~~months~~ of ~~2008~~2009 as acompared ~~result~~to of$191 athousand ~~decline~~for inthe ~~volume~~same period of ~~transactions closed~~2008. ~~This~~The ~~decrease~~increase was partially offset by a reduction ~~$191~~in ~~thousand~~service ~~gain~~charges onand ~~the~~other ~~sale~~fees. ofService ~~securities~~charges and ~~a $49~~other ~~thousand~~fees ~~gain~~decreased on$88 ~~the~~thousand, ~~sale~~from of$328 ~~property.~~thousand ~~Service~~in ~~charges~~the ~~and~~first ~~other~~quarter ~~fees~~of ~~were~~2008 to $~~639~~240 thousand in the first ~~six~~quarter ~~months~~ of ~~2008~~2009 as ~~compared~~a toresult ~~$670~~of ~~thousand~~a ~~for~~decline ~~the~~in ~~same~~volume ~~period~~ of ~~2007~~transactions closed.

NON-INTEREST EXPENSE

For the first ~~six~~quarter ~~months~~ of ~~2008~~ 2009, non-interest expense was $63.65 million compared to $6.3.1 million for the first ~~six~~quarter ~~months~~ of ~~2007~~2008. ~~Occupancy~~The ~~costs~~increase ~~represented~~was ~~the~~primarily ~~largest~~attributable to an increase in ~~non-interest~~salaries ~~expense.~~and ~~The~~employee ~~Bank~~benefits ~~opened~~due ~~three~~to ~~new~~increases ~~branches and~~in ~~additional~~headcount. ~~office~~The ~~space~~increase ~~was~~in ~~obtained~~full-time equivalent toemployees ~~centralize~~is ~~certain~~primarily ~~operations of~~ the ~~Bank,~~result ~~resulting~~of innew ~~increased~~branch ~~occupancy costs~~openings. As of ~~June~~March 3031, ~~2008~~2009 there were ~~138~~135.50 full-time equivalent employees compared to ~~112~~129.5 at ~~June~~March 3031, ~~2007~~2008. ~~However, salaries~~Other ~~and~~expenses ~~employee~~also ~~benefits~~contributed ~~decreased for the first six months of the year versus the first six months of 2007. Salaries and employee benefit expense did not increase in relation~~ to the increase. inOther ~~full-time equivalents as a bonus accrual was not~~expenses ~~necessary~~rose ~~during the first six months of 2008 and~~ due to aan ~~non-recurring~~increase ~~charge~~ in ~~the~~FDIC ~~first~~insurance ~~six~~requirements ~~months~~and ofan ~~2007 related to the departure of the Bank’s former CEO. The~~ increase in ~~full-time~~legal ~~equivalent~~and ~~employees~~loan ~~is primarily the result of new branch openings~~costs.

INCOME TAXES

For the ~~six~~quarter ~~months~~ ended ~~June~~March 3031, ~~2008~~2009 and ~~2007~~2008, the Company recorded income tax (benefit) ~~expense~~ of $~~(2.1)~~0 ~~million~~ and $~~1.2~~739 ~~million~~thousand, respectively. Accordingly, our effective tax rates were ~~(38.7)~~0% and 3639.64% for ~~2008~~2009 and ~~2007~~2008, respectively. The determination of effective rates reflects items which are not taxed for income tax purposes, primarily tax-exempt interest income. Due to our lack of profitability we can no longer assert to the degree required under generally accepted accounting principles that we will be able to realize the future benefit of our deferred tax asset, so we are continuing to apply a full valuation allowance against this asset.

~~FOR~~12 ~~THE THREE MONTHS ENDED JUNE 30, 2008:~~

NET INTEREST INCOME

Net interest income on a fully tax-equivalent basis for the second quarter of 2008 and for the second quarter of 2007 was $3.3 million and $4.3 million, respectively. Net interest income on a fully tax-equivalent basis decreased by $1.0 million; $1.1 million was due to a decrease in rates, partially offset by a $0.1 million increase due to volume. Average earning assets grew 7.1% for the second quarter of 2008 over the second quarter of 2007, from $419.0 million to $448.9 million, with the yield on average earning assets decreasing 152 basis points. Average interest bearing liabilities (deposits and borrowings) grew 10.0% for the second quarter of 2008 over the second quarter of 2007, from $348.7 million to $383.7 million, with the annualized cost decreasing 49 basis points.

NON-INTEREST INCOME

Non-interest income for the second quarter of 2008 was $400 thousand compared to $644 thousand for the same period of 2007. The decrease from 2007 to 2008 was primarily due to a reduction in mortgage banking fees. Mortgage banking fees decreased $191 thousand, from $265 thousand in the second quarter of 2007 to $74 thousand in the second quarter of 2008 as a result of a decline in volume of transactions closed. The decrease was also due to a slight decrease in service charges and other fees. Service charges and other fees were $311 thousand in the second quarter of 2008 as compared to $358 thousand for the same period of 2007.

NON-INTEREST EXPENSE

For the second quarter of 2008, non-interest expense was $3.5 million compared to $3.4 million for the second quarter of 2007. Occupancy costs represented the largest increase in non-interest expense. The Bank opened three new branches and additional office space was obtained to centralize certain operations of the Bank, resulting in increased occupancy costs. As of June 30, 2008 there were 138.5 full-time equivalent employees compared to 112.5 at June 30, 2007. However, salaries and employee benefits decreased for the second quarter of the year versus the second quarter of 2007. Salaries and employee benefit expense did not increase in relation to the increase in full-time equivalents as a bonus accrual was not necessary during the second quarter of 2008 and due to a non-recurring charge in the second quarter of 2007 related to the departure of the Bank’s former CEO. The increase in full-time equivalent employees is primarily the result of new branch openings.

INCOME TAXES

For the quarter ended June 30, 2008 and 2007, the Company recorded income tax (benefit) expense of $(1.4) million and $454 thousand, respectively. Accordingly, our effective tax rates were (38.3)% and 36.3% for 2008 and 2007, respectively. The determination of effective rates reflects items which are not taxed for income tax purposes, primarily tax-exempt interest income.

FINANCIAL CONDITION ANALYSIS

							Change
	March 31,			December 31,			Change
(Dollars in thousands)	~~June 30, 2008~~2009			~~December 31, 2007~~2008			$			%
Cash	$	519,~~264~~333		$	106,~~669~~719		$	(512,~~405~~614	)	~~-51~~188	%
Interest bearing deposits in other financial institutions		~~185~~1,299			~~423~~225			~~(238~~1,074	)	~~-56~~477	%
Investments		7252,~~068~~925			5267,~~632~~323			19(14,~~436~~398	)	37-21	%
Loans – gross		~~381~~360,~~873~~123			~~403~~387,~~163~~779			(2127,~~290~~656	)	-57	%
Net deferred fees		(~~942~~705	)		(~~1,126~~807	)		~~184~~102		1613	%
Allowance for loan loss reserve		(1216,~~091~~681	)		(720,~~633~~679	)		(43,~~458~~998	)	~~-58~~19	%
Other		24,~~132~~273			1622,~~760~~676			71,~~372~~597		447	%
Total Assets	$	~~470~~440,~~489~~567		$	~~474~~463,~~888~~236		$	(422,~~399~~669	)	-15	%
Non-interest bearing deposits	$	3328,~~568~~240		$	3632,~~071~~555		$	(24,~~503~~315	)	-713	%
Interest bearing deposits		~~336~~353,~~962~~416			~~359~~335,~~122~~303			~~(22~~18,~~160~~113	)	-65	%
Borrowings		5546,~~256~~001			2866,001			27(20,~~255~~000	)	97-30	%
Other		~~170~~1,234			1,~~561~~384			(~~1,391~~150	)	-8911	%
Stockholders’ equity		4411,~~533~~676			5027,~~133~~993			(516,~~600~~317	)	-1158	%
Total Liabilities and Stockholders’ Equity	$	~~470~~440,~~489~~567		$	~~474~~463,~~888~~236		$	(422,~~399~~669	)	-15	%

Significant changes to our balance sheet include the following:

• Gross loans decreased $2127.37 million (from $~~403~~387.28 million at December 31, ~~2007~~2008 to $~~381~~360.91 million at ~~June~~March 3031, ~~2008~~2009);

• Deposits ~~decreased~~increased $2413.78 million with ~~decreases~~increases in ~~demand deposits,~~ interest-bearing checking, money markets, savings and time deposits~~, attributed to a competitive market~~. The ~~decrease~~increase was offset slightly with ~~increases~~decreases in ~~money~~demand ~~markets;~~deposits.

• Our securities portfolio ~~grew~~was reduced with the ~~purchase~~sale of $3317.68 million inof ~~new~~ investments in the first ~~six~~three months partially offset with the ~~sale~~purchase of $115.87 million of investments;

• For the ~~six~~three month period ending ~~June~~March 3031, ~~2008~~2009, borrowings ~~increased~~decreased $2720.30 million (from $2866.0 million to $5546.30 million).

LOAN PORTFOLIO AND ADEQUACY OF THE ALLOWANCE FOR LOAN LOSSES

The allowance for loan losses represents the Company’s estimate of probable losses inherent in the loan portfolio, the largest asset category on the consolidated balance sheet. The determination of the allowance for loan losses requires significant judgment and the evaluation of several factors: the ongoing review and grading of the loan portfolio, consideration of historical loan loss experience, trends in past due and nonperforming loans, risk characteristics of the various classifications of loans, existing economic conditions, the fair value of underlying collateral and other qualitative and quantitative factors which could affect probable credit losses. Other allowance considerations include the use of estimates related to pools of homogeneous loans based on historical loan loss experience and an allocation of reserves for current economic trends and conditions.

While management utilizes its best judgment and information available, the ultimate adequacy of the allowance is dependent upon a variety of factors beyond the Company’s control, including the performance of the Company’s loan portfolio, the economy, changes in interest rates and regulatory guidance.

14The Company’s allowance for loan losses consists of three elements: (i) homogenous loan pool valuation allowances determined in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 5, “Accounting for Contingencies,” based on the quantitative loan loss experience of the Bank for similar loans with similar characteristics; (ii) specific valuation allowances determined in accordance with SFAS 114, “Accounting by Creditors for Impairment of a Loan,” based on probable losses on specific loans; and (iii) general valuation allowances based upon the best judgment of management on existing regional and local economic factors, including insurance and tax changes and qualitative and market risks that may affect a particular category of loans.

On a monthly basis, management performs an analysis of the adequacy of the loan loss allowance. The analysis uses a nine point grade system to rate the loan portfolio. The nine categories are 1-Superior, 2-Very Satisfactory, 3-Satisfactory, 4-Acceptable, 5-Adequate, 6-Special Mention, 7-Substandard, 8-Doubtful, 9-Loss. Each loan is assigned a rating at origination and then reviewed periodically. All significant commercial loans classified as either “substandard” or “doubtful” are reviewed at the end of each period to determine if a specific reserve is needed for that credit. A specific reserve is very common for significant credits classified as either “substandard” or

“doubtful.” The ~~Company’s~~establishment ~~allowance for loan losses consists~~ of ~~three~~a ~~elements:~~specific ~~(i) homogenous~~reserve ~~loan~~does ~~pool~~not ~~valuation allowances~~necessarily ~~determined~~mean inthat ~~accordance~~the credit with ~~SFAS~~the 5specific ~~based~~reserve onwill ~~the~~definitely ~~quantitative~~incur ~~loan~~ loss at ~~experience of~~ the ~~Bank~~reserve ~~for~~level. ~~similar~~It ~~loans~~is ~~with~~only ~~similar~~an ~~characteristics,~~estimation ~~with~~of ~~additional~~incurred ~~qualitative~~loss ~~risks~~ based upon ~~the~~anticipated ~~best~~events. ~~judgment~~A ofgeneral ~~management; (ii) specific~~allocation ~~valuation~~is ~~allowances~~made ~~determined~~for inall ~~accordance~~other ~~with~~commercial ~~SFAS~~loans ~~114~~ based on ~~probable~~factors ~~losses~~including onhistorical ~~specific~~loss ~~loans;~~rate, ~~and~~perceived ~~(iii) general~~economic ~~valuation~~conditions, ~~allowances~~recent ~~based~~trends in onloan ~~existing~~loss ~~regional~~history, and ~~local~~concentrations ~~economic~~of ~~factors,~~credit. ~~including~~These ~~insurance~~factors ~~and~~are ~~tax changes~~reviewed and ~~increased~~updated ~~market~~as ~~risks~~necessary ~~that~~on ~~may affect~~ a ~~particular~~quarterly ~~category of loans~~basis.

OnCommercial aloans ~~monthly~~entail certain ~~basis,~~risks ~~management~~since ~~performs~~they anusually ~~analysis~~involve oflarge ~~the~~loan ~~adequacy~~balances ~~of the~~to ~~loan~~single ~~loss~~borrowers ~~allowance.~~or ~~The~~a ~~analysis~~related ~~uses~~group anof ~~eight~~borrowers, ~~point~~resulting ~~grade~~in ~~system~~a tomore ~~rate~~concentrated ~~the~~ loan portfolio. ~~The eight categories are 1-Superior~~Further, ~~2-Very~~since ~~Satisfactory,~~their ~~3-Satisfactory,~~repayment ~~4-Acceptable, 5-Adequate, 6-Special Mention, 7-Substandard, 8-Doubtful. Each loan~~ is ~~assigned~~usually adependent ~~rating~~upon atthe ~~origination~~successful ~~and~~operation ~~then~~of the ~~reviewed periodically. All significant~~ commercial ~~loans~~enterprise, ~~classified~~they ~~as either “substandard” or “doubtful”~~ are ~~reviewed~~also atsubject ~~the end of each period~~ to ~~determine~~adverse ifconditions ain ~~specific~~the ~~reserve is needed for that credit~~economy. ACommercial ~~specific~~loans ~~reserve~~are isgenerally ~~very~~riskier ~~common~~than ~~for~~residential ~~significant~~mortgages ~~credits~~because ~~classified~~they asare ~~either~~typically ~~“substandard”~~made oron ~~“doubtful.”~~the ~~The~~basis ~~establishment~~ of athe ~~specific~~ability ~~reserve~~to ~~does~~repay ~~not~~from ~~necessarily mean that~~ the ~~credit~~cash ~~with~~flow ~~the~~of a ~~specific~~business ~~reserve~~rather ~~will~~than ~~definitely~~on ~~incur loss at~~ the ~~reserve~~ability ~~level. It is only an estimation~~ of ~~potential~~the ~~loss~~borrower ~~based~~or ~~upon~~guarantor ~~anticipated~~to ~~events~~repay. AFurther, ~~general~~the ~~allocation~~collateral isunderlying ~~made for all other~~ commercial loans ~~based~~may ondepreciate ~~factors~~over ~~including historical loss rate~~time, ~~perceived~~ ~~economic~~and ~~conditions,~~occasionally ~~recent~~cannot ~~trends~~be inappraised ~~loan~~with ~~loss~~as ~~history,~~much ~~and~~precision ~~concentrations~~as ofresidential ~~credit.~~real ~~These~~estate, ~~factors~~and ~~are~~may fluctuate ~~reviewed~~in ~~and~~value ~~updated~~based ason ~~necessary~~the onsuccess aof ~~quarterly~~the ~~basis~~business.

~~Residential~~Generally, ~~and~~construction ~~consumer~~ loans ~~generally~~present ~~are~~a ~~not~~higher ~~analyzed~~degree ~~individually. These loans are grouped into pools and assigned risk categories based on their current payment status and management’s assessment~~ of risk ~~inherent~~ into ~~the various types of loans. The allocations are based on the same factors as used for commercial loans. When appropriate,~~ a ~~specific~~lender ~~reserve~~compared ~~will be established for individual loans. During 2007, due~~ to ~~continued market deterioration,~~ ~~the~~conventional ~~Bank deemed it necessary to begin reviewing select~~ residential ~~and~~mortgage ~~consumer~~ loans ~~individually.~~depending ~~In June 2008~~upon, aamong ~~thorough~~other ~~review~~things, ~~was~~whether ~~conducted~~the ofborrower ~~all~~has ~~home~~permanent ~~equity~~financing ~~loans~~at ~~over $100 thousand as~~ the ~~Bank~~end ~~considered that there was an increased risk potential in this portion~~ of ~~its~~the loan ~~portfolio. Specifically as real estate values have declined in local markets~~period, ~~home~~whether ~~equity loan charge-offs have increased over~~ the ~~past~~project ~~twelve~~is ~~months,~~an ~~totaling~~income ~~$1.0~~producing ~~million~~transaction ~~for~~in the ~~six months ended June 30~~interim, ~~2008.~~ ~~As a result, the Bank has conducted additional reviews of the $19.4 million home equity portfolio~~ and ~~has increased~~ the ~~reserves~~nature ~~in that portfolio to cover anticipated losses. Based on our analysis~~ of ~~residential and consumer loans, the~~changing ~~specific~~economic ~~allocated~~conditions ~~reserve~~including ~~was~~changing ~~increased~~interest ~~from~~rates ~~the~~and ~~December 31, 2007 balance of $738 thousand to~~ the ~~June 30,~~overall ~~2008 balance of $1.7 million. A continued deterioration in~~ real estate ~~values could result in additional losses in the future~~market.

~~The~~Residential ~~balance~~and inconsumer ~~the allowance for loan losses at June 30, 2008 was $12.1 million, or 3.17%, of total~~ loans. ~~This~~generally isare annot ~~increase of $4.5 million from~~analyzed ~~the December 31, 2007 allowance balance of $7~~individually.6 ~~million,~~These ~~or 1.89% of total~~ loans. ~~The~~are ~~increase~~grouped ininto ~~the~~pools ~~allowance~~and ~~for~~assigned ~~loan~~risk ~~losses~~categories asbased aon ~~percentage~~their ofcurrent ~~total~~payment ~~loans~~status isand ~~primarily the result of the Bank~~management’s ~~$6.6~~assessment ~~million provision in the first half~~ of ~~2008~~risk ~~offset~~inherent ~~by $2.1 million~~ in ~~net charge-offs. This is compared to~~ the ~~first~~various ~~six~~types ~~months~~ of ~~2007 activity of a $477 thousand charge to the provision offset by $227 thousand in net charge-offs~~loans. The ~~increased~~allocations ~~provision~~are ~~since~~based on the ~~end~~same offactors ~~last year~~as ~~was~~used ~~primarily due to increases in the allocation~~ for ~~impaired~~ commercial ~~($2~~loans.3 ~~million),~~When ~~residential and consumer ($.8 million) and construction mortgages ($1.3 million). Although 90% of impaired loans are performing contractually~~appropriate, ~~the collateralized~~a ~~value~~specific ofreserve ~~the~~will ~~property securing the loans, the borrower’s paying ability and the borrower’s net worth may not~~ be ~~sufficient~~established tofor ~~cover~~individual ~~the loan value in case of default~~loans. ~~While~~Due ~~management~~to ~~believes~~continued ~~that~~market ~~the loan loss reserve was adequate as of June 30~~deterioration, ~~2008, a continued deterioration in~~ the ~~economy~~Bank ~~could~~reviewed ~~result~~select inresidential ~~additional~~and ~~losses~~consumer inloans ~~the future~~individually.

The balance in the allowance for loan losses at March 31, 2009 was $16.7 million, or 4.63%, of total loans compared to $20.7 million and 5.33% of total loans at December 31, 2008. The decrease in the allowance for loan losses was the result $19.5 million in net charge-offs partially offset by the Bank’s $15.5 million provision in the first quarter of 2009. This is compared to first quarter 2008 activity of a $2.9 million charge to the provision offset by $523 thousand in net charge-offs. $13.7 million of charge-offs during the first quarter of 2009 were related to loans that already had specific reserves at December 31, 2008. Management determined that it was appropriate to take partial charge-offs on these loans during the first quarter of 2009. The major increases in the provision for loans were as follows; homogenous loan pool ($3.0 million) construction mortgages ($5.2 million), commercial business assets ($2.2 million), unsecured commercial ($1.3 million) and home equity loans ($1.2 million). Although 76% of impaired loans are performing contractually as of March 31, 2009 (compared to 76% as of December 31, 2008), there are weaknesses that place doubt on the borrower’s ability to pay in accordance with the original terms, such as the collateralized value of the property securing the loans, the borrower’s paying ability and the borrower’s net worth, all of which may not be sufficient to cover the loan value in case of default. While management believes that the loan loss reserve was adequate as of March 31, 2009, a continued deterioration in the economy could result in additional losses in the future.

It is our policy to discontinue the accrual of interest income and classify a loan as nonaccrual when principal and interest is past due 90 days or more unless we determine the principal and interest on the loan are in the process of imminent collection. In all cases, loans are placed on nonaccrual or charged-off at an earlier date if collection of principal and interest is considered doubtful. Loans are not returned to accrual status until principal and interest payments are brought current and future payments appear reasonably certain. Interest accrued and unpaid at the time a loan is placed on nonaccrual status is charged against interest income.

15All of the Bank’s nonaccrual loans are considered to be impaired. A loan is considered impaired when it’s determined that it is probable that all the principal and interest due under the loan may not be collectible as contractually agreed. Nonaccrual relationships in excess of $50 thousand are reviewed individually for impairment. The impairment, if any, is based upon the difference between the carrying value of the investment and the fair value of the collateral less costs to sell and entrepreneurial profit or the present value of estimated future cash flows.

The Bank’s impaired loans were $87.0 million at March 31, 2009, or 24.3% of total gross loans, compared to $98.5 million at December 31, 2008, or 25.4% of total loans. Of the $87.0 million of impaired loans at March 31, 2009, $56.4 million were commercial and commercial real estate, $27.3 million were construction and $3.3 million were

~~All~~ residential ofand ~~the~~consumer ~~Bank’s nonaccrual~~ loans. ~~are~~This ~~considered~~compares to ~~be impaired~~$59.4 Amillion ~~loan~~commercial isand ~~considered~~commercial ~~impaired~~real ~~when~~estate, ~~it’s determined~~$34.3 ~~that~~million itconstruction isand ~~probable~~$4.8 ~~that~~million ~~all the principal~~ residential and ~~interest~~consumer ~~due~~loans ~~under~~at ~~the~~December 31, ~~loan may not be collectible as contractually agreed~~2008. ~~Nonaccrual~~Management ~~commercial~~continues ~~real~~to ~~estate~~monitor ~~loans~~the ~~are~~worth, ~~reviewed~~paying ~~individually~~capacity ~~for~~and ~~impairment.~~collateral ~~The~~pledged ~~impairment,~~of ifthe ~~any,~~borrowers; ishowever ~~based upon~~those ~~the~~loans ~~difference~~classified ~~between~~as ~~the~~impaired ~~carrying~~are ~~value~~characterized ofby the ~~investment~~distinct ~~and~~possibility ~~the~~that ~~fair value of~~ the ~~collateral~~Bank will ~~less~~sustain ~~costs~~some toloss ~~sell~~if or the ~~present~~deficiencies ~~value~~are ofnot ~~estimated future cash flows~~corrected.

The Bank’s ~~impaired~~non-performing ~~loans~~assets ~~were~~as ~~$68.2~~a ~~million~~percentage ~~at June 30, 2008, or 17.8%~~ of total ~~gross~~assets ~~loans,~~were ~~compared to $31~~5.058% ~~million~~ at ~~December~~ March 31, ~~2007,~~2009 orand 75.733% ~~of total loans. Of the $68.2 million of impaired loans~~ at ~~June~~December 3031, 2008~~, $44~~.7 ~~million~~There were ~~commercial and commercial real estate,~~ $2021.93 million ~~were~~in ~~construction~~non-performing loans and $23.63 million ~~were~~other ~~residential~~non-performing ~~and~~assets ~~consumer~~at ~~loans.~~March 31, ~~This~~2009, ~~compares~~compared to $2523.49 million ~~commercial~~ and ~~commercial real estate,~~ $~~3.1 million~~810 ~~construction~~thousand ~~and $2.5 million residential and consumer loans~~ at December 31, ~~2007. At June 30,~~ 2008~~, $61.1 million of the impaired loans continued on accrual status and the customers are to substantiate future cash flow~~ ~~projections~~respectively. Management continues to monitor the worth, paying capacity and collateral pledged of the borrowers; however those loans classified as impaired are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. The remaining $7.1 million of the impaired loans have discontinued accruing interest.

The Bank’s non-performing assets as a percentage of total assets were 1.50% at June 30, 2008 and 1.03% at December 31, 2007. There was $7.1 million in non-performing assets at June 30, 2008, compared to $4.9 million at December 31, 2007.

ASSET / LIABILITY MANAGEMENT AND INTEREST RATE RISKS

Changes in interest rates can substantially impact our long-term profitability and current income. An important part of our efforts to maintain long-term profitability is the management of interest rate risk. The goal is to maximize net interest income within acceptable levels of interest rate risk and liquidity. Interest rate exposure is managed by monitoring the relationship between interest-earning assets and interest-bearing liabilities, focusing on the size, maturity or repricing date, rate of return and degree of risk. The Bank’s Asset / Liability Management Committee oversees the interest rate risk management and reviews the Bank’s asset / liability structure on a monthly basis.

The Bank uses interest rate sensitivity analysis (“GAP analysis”) to monitor the amount and timing of balances exposed to changes in interest rates. The GAP analysis is not relied upon solely to determine future reactions to interest rate changes because it is presented at one point in time and could change significantly from day-to-day.

The impact of adjustable rate loans and mortgages has been factored into the allowance for loan loss reserve. To mitigate our future risk associated with the repricing of loans, management adheres to a conservative underwriting approach to minimize this future risk. Furthermore, management has avoided the use of certain loan products typically associated with speculative real estate financing, such as negative amortization residential real estate loans and sub-prime lending.

LIQUIDITY AND CAPITAL RESOURCES

~~LIQUIDITY~~The goal of liquidity management is to ensure the availability of an adequate level of funds to meet the loan demand and deposit withdrawal needs of our customers. The Bank monitors and manages its liquidity position so that funds will be available at a reasonable cost to meet financial commitments, to finance business expansion, and to take advantage of unforeseen opportunities. We manage the levels, types, and maturities of earning assets in relation to the sources available to fund current and future needs. The Company has adopted a board resolution which, among other things, states that the Company will not incur debt without approval of the Federal Reserve Bank. Approval has been obtained for a $4.0 million line of credit available to the Company from the Federal Reserve Bank. However, at quarter end the Company was not compliant with the debt covenants surrounding the line of credit.

~~The~~For ~~goal~~banks, of liquidity ~~management~~represents isthe ability to ~~ensure~~meet ~~the~~both ~~availability~~loan ofcommitments anand ~~adequate~~withdrawals ~~level~~ of deposited funds. Funds to meet ~~the~~these ~~loan~~needs ~~demand~~can ~~and~~be ~~deposit withdrawal~~obtained ~~needs~~by ofconverting ~~our~~liquid ~~customers.~~assets ~~The~~to ~~Bank~~cash ~~monitors~~or ~~and~~by ~~manages~~attracting ~~its~~new ~~liquidity~~deposits or ~~position~~other sosources ~~that~~of ~~funds~~funding. ~~will~~Many befactors ~~available~~affect at a ~~reasonable~~bank’s ~~cost~~ability to meet ~~financial~~liquidity ~~commitments,~~needs. toThe ~~finance~~Bank’s ~~business~~principal ~~expansion~~sources of funds are deposits, payments, paydowns, and tomaturities ~~take~~on ~~advantage~~loans; payments, maturities, and sales of ~~unforeseen~~investments; and ~~opportunities.~~capital ~~The~~contributions ~~Bank~~by ~~manages~~ the ~~levels,~~Company. ~~types,~~As ~~and~~additional ~~maturities~~sources of ~~earning~~funds, ~~assets~~the inBank ~~relation~~has tocredit availability with the ~~sources~~Federal ~~available~~Home Loan Bank amounting to ~~fund~~$66.1 ~~current~~million and ~~future~~Federal ~~needs~~Funds purchased lines available at correspondent banks amounting to $10.0 million, if secured.

16Additionally, we have agreements under which securities can be sold under agreements to repurchase. Currently the Bank has $25.0 million of ten-year repurchase agreements, whereby higher yielding long-term securities were purchased to decrease the duration of earning assets and shorten the duration of liabilities. The securities were then sold under agreements to repurchase. The agreements are callable immediately as the Bank did not maintain its “well capitalized” status with the FDIC. The borrowings were collateralized by $35.8 million of securities at March 31, 2009.

In April of 2009, the repurchase agreements were amended. The amendments state that the agreements are callable and a default has occurred if (i) First State Bank ceases to be “adequately capitalized” at any time before September 30, 2009, (ii) First State Bank fails to regain and maintain “well capitalized” status on and after September 30, 2009, (iii) First State Bank is issued a “cease and desist order” at any time by its Federal or State regulator, or (iv) First State Bank fails to deliver additional cash margin such that the total amount of the excess cash margin is equal to

~~For~~ $2.5 ~~banks,~~million. ~~liquidity~~Under ~~represents~~ the ~~ability~~terms toof ~~meet~~the ~~both~~amendment, ~~loan~~if ~~commitments~~a ~~and~~default ~~withdrawals~~occurs, ofthe ~~deposited~~agreements ~~funds.~~are ~~Funds~~callable ~~to meet~~immediately ~~these~~and ~~needs~~the ~~can~~non bedefaulting ~~obtained~~party byhas ~~converting~~the ~~liquid~~right ~~assets~~ to mark-to-market ~~cash~~the orunderlying byinterest ~~attracting~~rate ~~new~~exposure, ~~deposits~~which orwas ~~other~~valued ~~sources~~at ofapproximately ~~funding~~$4.6 ~~Many~~million ~~factors~~at ~~affect~~April 13, a2009. ~~bank’s~~As ~~ability~~First toState ~~meet~~Bank ~~liquidity~~was ~~needs.~~rated ~~The~~“significantly ~~Bank’s~~undercapitalized” ~~principal~~as ~~sources~~ of ~~funds are deposits; payments~~March 31, ~~paydowns~~2009, ~~and~~the ~~maturities~~Bank onis ~~loans;~~in ~~payments, maturities, and sales~~ default of ~~investments; and capital contributions by~~ the ~~Company.~~amended Asrepurchase ~~additional~~agreements ~~sources~~and ofif ~~funds~~called, ~~the~~would ~~Bank~~need ~~has~~to ~~credit~~record ~~availability~~approximately ~~with the Federal Home Loan Bank amounting to~~ $704.6 million, of ~~which~~additional ~~$28.0~~expense ~~million~~in ~~was~~order ~~utilized~~to ~~as of June 30, 2008 and Federal Funds purchased lines available at correspondent banks amounting~~ mark-to-market ~~$5.0~~the ~~million,~~interest ofrate ~~which $2~~exposure.3 ~~million was utilized as of June 30, 2008.~~

CAPITAL RESOURCES

WeGrowth and profitability of the Bank are ~~subject~~dependent ~~to various~~upon ~~regulatory~~maintenance of adequate levels of capital. The ~~requirements~~capital ~~which~~adequacy ~~involve~~of ~~quantitative~~the ~~measures~~Bank is determined based on the level of ~~our~~capital ~~assets,~~as ~~liabilities~~well as asset quality, liquidity and ~~certain~~earnings ~~off-balance~~history. ~~sheet~~At ~~items.~~March 31, ~~These~~2009, ~~capital~~the ~~requirements~~Bank ~~and~~was ~~classifications~~rated ~~are~~“significantly ~~ultimately~~undercapitalized” by its regulatory agency. As a result the Bank is subject to ~~qualitative~~certain ~~judgments~~operating byrestrictions ~~the regulators~~and ~~about~~requirements. ~~components~~In particular, ~~risk~~while ~~weightings~~the Bank remains below well capitalized, ~~and~~it ~~other~~can ~~factors~~no longer accept brokered deposits. The Bank is also required to submit a capital restoration plan to its primary regulator.

~~Overall~~Regulatory wecapital ~~and~~guidelines ~~the~~divide ~~Bank~~capital ~~continue~~into totwo ~~maintain~~tiers. aTier ~~well-capitalized~~1 capital ~~position,~~consists ~~which is~~of ~~intended~~stockholders’ toequity ~~support~~less ~~current~~goodwill, disallowed ~~needs~~deferred ~~and~~tax ~~provide~~assets aand ~~sound~~the ~~foundation~~unrealized togain/loss ~~support~~on ~~future~~available-for-sale ~~expansion~~securities. ~~The~~Tier ~~Corporation’s~~2 ~~and~~capital ~~Bank’s~~consists ~~regulatory~~of Tier 1 capital ~~ratios~~plus ~~are~~an ~~consistently~~allowable ~~above~~portion of the ~~“well-capitalized”~~allowance ~~standards~~for loan losses. ~~Our~~In addition to Tier 1 and Tier 2 capital ~~ratios~~ratio asrequirements, ofregulatory ~~June 30,~~capital ~~2008~~guidelines ~~and~~set ~~December 31,~~forth ~~2007~~certain ~~are~~leverage ~~presented~~capital ~~below~~requirements. This ratio is computed by dividing Tier 1 capital by unadjusted total quarterly average assets.

					June 30, 2008				December 31, 2007
(Dollars in thousands)	Minimum		Well-capitalized		Amount		Ratio		Amount		Ratio
First State Financial Corporation
Tier 1 capital	4.0	%	6.0	%	$	45,520	11.34	%	$	49,802	11.72	%
Total capital	8.0	%	10.0	%		50,624	12.61	%		54,989	12.94	%
Tier 1 leverage	4.0	%	5.0	%		45,520	9.74	%		49,802	10.44	%
First State Bank
Tier 1 capital	4.0	%	6.0	%		45,063	11.20	%		49,275	11.60	%
Total capital	8.0	%	10.0	%		50,168	12.48	%		54,462	12.82	%
Tier 1 leverage	4.0	%	5.0	%		45,063	9.64	%		49,275	10.33	%

The following table presents the regulatory capital levels and ratios of the Bank at March 31, 2009 (dollar amounts in thousands).


	Actual			For Capital Adequacy Purposes			To Be Adequately Capitalized Under Prompt Corrective Action Provisions
	Amount	Ratio		Amount	Ratio		Amount		Ratio
As of March 31, 2009:
Total capital (to risk-weighted assets):	16,344	4.25	%	> 30,801	>8.00	%	$	30,801	8.00	%
Tier I capital (to risk weighted assets):	11,385	2.96	%	> 15,401	>4.00	%		15,401	4.00	%
Tier I capital (to average assets):	11,385	2.50	%	> 18,227	>4.00	%		18,227	4.00	%

(1)

On May 12, 2009, the Bank received notification from the FDIC that as of March 31, 2009, it is subject to restrictions on asset growth, dividends, other capital distributions and management fees pursuant to FDIC Rules and Regulations. Further, the Bank is required to file a written capital restoration plan with the FDIC within 45 days of the receipt of the notification. Lastly, the Bank’s current capital levels do not allow it to accept new or rollover any brokered deposits or solicit deposits by offering an effective yield that exceeds by more than 75 basis points over the prevailing effective yields on insured deposits of comparable maturity in the Bank’s market area.

DIVIDENDS

Dividends paid by the Bank to the Company are subject to the financial condition of the Bank and practical business considerations relating to utilization of funds. Banking regulations require maintaining certain capital levels and may limit the dividends paid by the bank to the holding company or by the holding company to stockholders without prior approval of the bank’s regulatory agency. Dividend payments are generally limited to earnings of the Bank, as defined for regulatory purposes, for the current period and the full two preceding years. Based on projected net income during 2009, the Company could not, without prior regulatory approval, declare dividends. In addition, we have adopted a board resolution suspending dividends without prior written approval of the Federal Reserve Bank.

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk that a financial institution’s earnings and capital, or its ability to meet its business objectives, will be adversely affected by movements in market rates or prices such as interest rates, foreign exchange rates, equity rates, equity prices, credit spreads and/or commodity prices. The Company has assessed its market risk as predominately interest rate risk.

Interest rate sensitivity as of ~~June~~March 3031, ~~2008~~2009 was analyzed using a simulation analysis of the Company’s sensitivity to changes in net interest income under varying assumptions for changes in market interest rates. Specifically, the ~~model derives~~ expected interest income and interest expense resulting from gradual and parallel shifts in the yield curve. Rate changes are matched with known re-pricing intervals. The Bank uses standardized assumptions run against Bank data by an outsourced provider of Asset/Liability reporting. The analysis indicates that, while a decreasing rate environment would cause our margin to compress, the decrease in net interest income is not as dramatic as the increase we would receive in a rising rate environment. This is primarily due to the Bank’s ability to manage its liabilities. Competition for deposits in the Bank’s market areas is intense. By managing maturities and rates as well as looking to other sources of funding, such as advances from the Federal Home Loan Bank, we attempt to control the compression on our interest rate margin in such a way as to cushion the effect of a declining rate environment.

~~The~~16 Company’s simulation analysis has its limitations, as the assumptions are inherently uncertain and subject to fluctuation and revision in a dynamic environment and as a result the model cannot perfectly forecast net interest income, nor exactly predict the impact of higher or lower interest rates on net

model derives expected interest income. ~~Actual~~and ~~results~~interest ~~will~~expense ~~differ~~resulting from ~~simulated~~gradual ~~results~~and ~~due~~parallel toshifts ~~timing,~~in ~~magnitude,~~the ~~and~~yield ~~frequency~~curve. Rate changes are matched with known re-pricing intervals. The Bank uses standardized assumptions run against Bank data by an outsourced provider of ~~balance~~Asset/Liability ~~sheet~~reporting. ~~components~~The ~~and~~analysis ~~interest~~indicates that, while a decreasing rate ~~changes~~ environment would cause our margin to compress, the decrease in net interest income is not as dramatic as the increase we would receive in a rising rate environment. This is primarily due to the Bank’s ability to manage its liabilities. Competition for deposits in the Bank’s market ~~conditions~~areas is intense. By managing maturities and ~~management~~rates ~~strategies,~~as ~~among~~well as looking to other ~~factors~~sources of funding, such as advances from the Federal Home Loan Bank, we attempt to control the compression on our interest rate margin in such a way as to cushion the effect of a declining rate environment.

The Company’s simulation analysis has its limitations, as the assumptions are inherently uncertain and subject to fluctuation and revision in a dynamic environment and as a result the model cannot perfectly forecast net interest income, nor exactly predict the impact of higher or lower interest rates on net interest income. Actual results will differ from simulated results due to timing, magnitude, and frequency of balance sheet components and interest rate changes, market conditions and management strategies, among other factors.

Item 4.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Management is responsible for establishing and maintaining effective disclosure controls and procedures, as defined under Rule 13a-15 of the Securities Exchange Act of 1934, that are designed to cause the material information required to be disclosed by the Bank in the reports it files or submits under the Securities Exchange Act of 1934 to be recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms. In designing and evaluating the disclosure controls and procedures, management recognized that a control design, no matter how well operated, can provide only reasonable, not absolute, assurance that the objectives of the control design are met. Due to inherent limitations in all control designs, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer our controls and procedures in place as of the end of the period covered by this report were evaluated. ~~They~~We ~~concluded~~previously reported that ~~our~~as ~~disclosure~~of ~~controls~~December 31, ~~and~~2008, ~~procedures~~we ~~were~~had ~~effective.~~identified Noa ~~significant~~ material ~~weaknesses~~weakness in ~~the~~our ~~design~~internal orcontrol over ~~operation~~financial reporting related to identifying the disallowed portion of ~~internal~~the ~~controls~~Company’s ~~which~~deferred ~~could~~tax ~~adversely~~asset ~~affect~~for regulatory reporting requirements. The error in calculating our ~~ability~~capital ratios led to ~~record,~~uncertainty ~~process,~~whether ~~summarize,~~we ~~and~~can ~~report~~continue ~~financial~~as ~~data~~a ~~have~~going concern ~~been~~and ~~identified~~utilize our deferred tax asset. WeWhile we have made noprogress ~~significant~~in ~~changes~~remediating this deficiency in our internal control over financial reporting, there has been an insufficient period of time to determine whether the implemented processes are operating effectively. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2009, such disclosure controls and procedures orwere innot ~~other factors~~effective to ensure that ~~could~~information ~~significantly~~required ~~affect~~to ~~these~~be disclosed ~~controls~~by ~~subsequent~~us toin the ~~date~~reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of ~~evaluation~~the bySecurities and Exchange Commission, and accumulated and communicated to our management, including ~~the~~our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

AsWe ofhave ~~the~~implemented ~~end of~~ the ~~period~~following covered by this report, we performed an evaluation under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our internal control over financial reporting pursuant to Rule 13a-15 of the Securities Exchange Act of 1934. Based upon that evaluation, enhancements were made to the financial reporting process, however no changes ~~were made that were considered material or reasonably likely~~ to ~~materially~~ ~~affect,~~improve ~~the Bank’s~~ our internal ~~control~~controls over financial reporting.:

~~PART~~• IIMaintaining and referring to capital ratio instructions during the Call Report preparation and review;

~~Item~~• 1.Instituting ~~LEGAL~~an ~~PROCEEDINGS~~independent review of the capital ratio calculations.

~~None~~We believe that these actions strengthen our internal control over financial reporting and address the previously identified material weakness in our internal control over financial reporting. By their nature, these actions require a period of time to become fully effective.

~~Item~~17 ~~1A. RISK FACTORS~~

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


PART II

Item 1.		LEGAL PROCEEDINGS

		None

Item 1A.		RISK FACTORS

		In addition to other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Form 10-K/A (Amendment No. 1) for the year ended December 31, 2008, which could materially affect our business, financial condition or future results. The risks described in our Form 10-K/A (Amendment No. 1) are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may adversely affect our business, financial condition and/or operating results.

Item 2.		UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

		None

Item 3.		DEFAULTS UPON SENIOR SECURITIES

		None

Item 4.		SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

		On May 6, 2009, the Company held an annual meeting of the stockholders of the Common Stock to vote to elect seven persons to the Company’s Board of Directors. The following table sets forth the votes for and votes withheld with respect to the election of the directors:

None


Director Nominee:	Votes Cast For	Votes Withheld
Robert Beymer	4,604,282	449,986
Daniel Harrington	4,614,005	440,263
Marshall Reynolds	4,560,965	493,303
Neal Scaggs	4,629,321	424,947
Robert Shell, Jr.	4,528,752	525,516
John E. “Jed” Wilkinson	4,520,862	533,406
Thomas Wright	4,631,398	422,870

Item 3. DEFAULTS UPON SENIOR SECURITIES


Item 5.		OTHER INFORMATION

		None

Item 6.		EXHIBITS

		Exhibit 31.1 – Chief Executive Officer’s certification required under Section 302 of Sarbanes-Oxley Act of 2002

		Exhibit 31.2 – Chief Financial Officer’s certification required under Section 302 of Sarbanes-Oxley Act of 2002

		Exhibit 32 – Chief Executive Officer’s and Chief Financial Officer’s certification required under Section 906 of Sarbanes-Oxley Act of 2002

None

Item 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

None

Item 5. OTHER INFORMATION

None

Item 6. EXHIBITS

Exhibit 31.1 – Chief Executive Officer’s certification required under Section 302 of Sarbanes-Oxley Act of 2002

Exhibit 31.2 – Chief Financial Officer’s certification required under Section 302 of Sarbanes-Oxley Act of 2002

Exhibit 32 – Chief Executive Officer’s and Chief Financial Officer’s certification required under Section 906 of Sarbanes-Oxley Act of 2002

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 thereunto duly authorized.

Date: ~~August~~May 419, ~~2008~~2009

FIRST STATE FINANCIAL CORPORATION

/s/ John E. “Jed” Wilkinson

John E. “Jed” Wilkinson

President and Chief Executive Officer

/s/ Dennis Grinsteiner

Dennis Grinsteiner

Executive Vice President and Chief Financial Officer

Large accelerated filer

Accelerated filer

Non-Accelerated filer

Smaller Reporting Company

Filing Compare · FIRST STATE FINANCIAL CORP/FL