Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-K

x	ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2011~~2012

¨	TRANSITION REPORT UNDER 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 000-25227

CAPITOL CITY BANCSHARES, INC.

(Exact name of issuer as specified in its charter)

Georgia		58 - 1994305
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

562 Lee Street, S.W., Atlanta, Georgia 30311

(Address of principal executive office)

(404) 752-6067

(Issuer’s telephone number)

N/A

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

Securities Registered Pursuant to Section 12(b) of the Act: None.

Securities Registered Pursuant to Section 12(g) of the Act:


Title of Each Class		Name of Each Exchange on Which Registered
Common Stock, Par Value $1.00		None

Indicate by check mark whether the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

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 past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K ((§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

State the aggregate market value of the voting and non-voting common equity held by nonaffiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked prices of such common equity, as of June 30, ~~2011~~2012: $2122,~~112~~107,450 (based on the stock price of $2.50 as of that date).

Indicate the number of shares outstanding of each of the ~~issuer~~registrant’s classes of common ~~equity~~stock, as of ~~April~~March 1229, ~~2012~~2013; 10,~~226~~292,069; $1.00 par value common shares.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the ~~information required by Part III of this Annual Report are incorporated by reference from the Registrant~~registrants’s ~~definitive~~ Proxy Statement for the ~~2011~~2013 ~~annual~~Annual ~~meeting~~Meeting of ~~shareholders~~Shareholders toare beincorporated ~~filed~~herein ~~with~~into ~~Securities~~Part ~~and~~III ~~Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered~~ by ~~this Annual Report~~ reference.

Table of Content

			Page
Part I
	Forward Looking Statement Disclosures			3
	Item 1.	Business		4
	Item 1A.	N/A
	Item 1B.	N/A
	Item 2.	Properties		15
	Item 3.	Legal Proceedings		15
	Item 4.	N/A		15
Part II
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		15
	Item 6.	N/A
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations~~Operation		17
	Item 7A.	N/A
	Item 8.	Financial Statements and Supplementary Data		35
	Item 9.	Changes inIn ~~the~~and Disagreements With Accountants on Accounting and Financial ~~Disclosures~~Disclosure		35
	Item 9A.	Controls and Procedures		35
	Item 9B.	Other Information		36
Part III
	Item 10.	Director, ~~and~~ Executive Officers and Corporate Governance		3637
	Item 11.	Executive Compensation		3637
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		3637
	Item 13.	Certain ~~Relationships~~Relationship and Related Transactions, and Director Independence		3637
	Item 14.	Principal Accounting Fees and Services		3637
Part IV
	Item 15.	Exhibits, Financial ~~Statements~~Statement Schedules		3738
	Signatures			3738
	Exhibit Index			3940

Forward Looking Statement Disclosure

Statements in this Annual Report regarding future events or performance are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”) and are made pursuant to the safe harbors of the PSLRA. Actual results of Capitol City Bancshares, Inc. (the “Company”) could be quite different from those expressed or implied by the forward-looking statements. Any statements containing the words “could,” “may,” will,” “should,” “plan,” “believes,” “anticipates,” “estimates,” “predicts,” “expects,” projections,” “potential,” “continue,” or words of similar import, constitute “forward-looking statements,” as do any other statements that expressly or implicitly predict future events, results, or performances. Factors that could cause results to differ from results expressed or implied by our forward-looking statements include, among others, risk discussed in the text of this Annual Report as well as the following specific items:

•

General economic conditions, whether national or regional, that could affect the demand for loans or lead to increased loan losses;

•

Competitive factors, including increased competition with community, regional, and national financial institutions, that may lead to pricing pressures that reduce yields the Company achieves on loans and increase rates the Company pays on deposits, loss of the Company’s most valued customers, defection of key employees or groups of employees, or other losses;

•

Increasing or decreasing interest rate environments, including the shape and level of the yield curve, that could lead to decreases in net interest margin, lower net interest and fee income, including lower gains on sales of loans, and changes in the value of the Company’s investment securities;

•

Changing business or regulatory conditions or new legislation, affecting the financial services industry that could lead to increased costs, changes in the competitive balance among financial institutions, or revisions of our strategic focus;

•

Changes or failures in technology or third party vendor relationships in important revenue production or service areas, or increases in required investments in technology that could reduce our revenues, increase our costs or lead to disruptions in our business.

•

Our ability to meet the conditions outlined in the Consent Order including our ability to raise capital consistent with our capital plan.

Readers are cautioned not to place undue reliance on our forward-looking statements, which reflect management’s analysis only as of the date of the statements. The Company does not intend to publicly revise or update forward-looking statements to reflect events or circumstances that arise after the date of this report.

Readers should carefully review all disclosures we file from time to time with the Securities and Exchange Commission (the “SEC”).

PART I

ITEM 1.

BUSINESS

Business Overview

On April 14, 1998, Capitol City Bancshares, Inc. (the “Company”) was incorporated under the laws of the State of Georgia for the purposes of serving as a bank holding company for Capitol City Bank and Trust Company (the “Bank”).

The Company’s common stock was initially authorized and issued in connection with the acquisition of 100% of the stock of the Bank, a wholly-owned subsidiary of the Company, on December 22, 1998.

In connection with that acquisition, the Company filed a Registration Statement under the Securities Act of 1933 as a successor issuer to the Bank, and filed a Form 8-A pursuant to Section 12(g) of the Securities Exchange Act of 1934 for registration of the Company’s common stock under the 1934 Act.

Capitol City Bank and Trust Company (the “Bank”) is a state banking institution chartered under the laws of the State of Georgia on June 30, 1994. Since opening on October 3, 1994, the Bank has continued a general banking business and presently serves its customers from eight locations: the main office located at 562 Lee Street, S.W. Atlanta, Georgia 30310; and service branches located at 2358 Cascade Road, Atlanta, Georgia 30311; Hartsfield-Jackson International Airport, Atlanta, Georgia; 5674 Memorial Drive, Stone Mountain, Georgia 30083; 301 W. Oglethorpe Boulevard, Albany, Georgia 31707; 339 Martin Luther King, Jr. Blvd., Savannah, Georgia 31401; 1268 Broad Street, Augusta, Georgia 30901; and 94 Peachtree Street, Atlanta, Georgia 30303.

The Bank operates a full-service banking business and engages in a broad range of commercial banking activities, including accepting customary types of demand and timed deposits, making individual, consumer, commercial, and installment loans, money transfers, safe deposit services, and making investments in U.S. government and municipal securities.

The data processing work of the Bank is processed with Fidelity National Information Services. The Bank offers its customers a variety of checking and saving accounts. The installment loan department makes both direct consumer loans and also purchases retail installment contracts from sellers of consumer goods.

The Bank serves the residents of the City of Atlanta and Fulton, DeKalb, Chatham, Richmond and Dougherty Counties. Each of these areas has a diverse commerce, including manufacturing, financial and service sector economies. Atlanta also serves as the ~~capital~~capitol of the State of Georgia, with a significant number of residents employed in government.

Neither the Company nor the Bank generates a material amount of revenue from foreign countries, nor does either have material long-lived assets, customer relationships, mortgages or servicing rights, deferred policy acquisition cost, or deferred tax assets in foreign countries. Thus, the Company has no significant risks attributable to foreign operations.

As of December 31, ~~2011~~2012, the Bank had correspondent relationships with Sun Trust Bank of Atlanta, Georgia, First Tennessee Bank, Independent Bankers Bank and the Federal Home Loan Bank of Atlanta. The correspondent banks provide certain services to the Bank, buying and selling federal funds, handling money fund transfers and exchanges, shipping coins and currency, providing security and safekeeping of funds and other valuable items, handling loan participation and furnishing management investment advice on the Bank’s securities portfolio.

Bank Operations

Capitol City Bancshares, Inc.

Capitol City Bancshares, Inc. (the “Company”) owns 100% of the capital stock of the Bank. The Company also owns 100% of the capital stock of, and operates as its subsidiary, a mortgage company called Capitol City Home Loans, Inc. The principal role of the Company is to supervise and coordinate the activities of its subsidiaries.

Capitol City Bank and Trust Company

The Bank offers demand accounts, savings accounts, money market accounts, certificates of deposit and IRA accounts to customers. Loans are made to consumers and small businesses. Approximately 6870% of the loan portfolio are loans to small businesses and include loans made through the Small Business Administration. Consumer loans include first and second mortgage loans, home equity loans, auto loans and signature loans.

Competition

The banking business in the City of Atlanta and Fulton, DeKalb, Chatham, Richmond and Dougherty Counties is highly competitive. The Bank competes with numerous other financial institutions in the market it represents. In addition to large national banks (and branches of regional banks), there are many finance companies, credit union offices, and other non-traditional providers of services that compete in the Bank’s markets.

Capitol City Home Loans, Inc.

The mortgage company has offices in the Stone Mountain area and in the Savannah branch of the Bank and provides mortgage loan origination services in the same primary market areas as the Bank. The mortgage company was incorporated in 2002 and has until recently originated mortgage loans and brokered those loans to independent investors. Capitol City Home Loans, Inc., has suspended its loan origination activities until such time as the mortgage market becomes more stable.

Employees

As of December 31, ~~2011~~2012, the Company had 7678 full-time employees and 109 part time employees. The Company is not a part to any collective bargaining agreements.

Supervision and Regulation

Bank holding companies and banks are regulated under both federal and state law. The following is a brief summary of certain statutes and rules and regulations affecting the Company, the Bank, and to a more limited extent the Company’s subsidiaries.

This summary is qualified in its entirety by reference to the particular statue and regulatory provision referred to and is not intended to be an exhaustive description of the statutes or regulations applicable to the business of the Company and its subsidiaries. The scope of regulation and permissible activities of the Company and its subsidiaries is subject to change by future federal and state legislation. Supervision, regulation and examination of the Company and the Bank by the bank regulatory agencies are intended primarily for protection of depositors rather than shareholders of the Company.

Regulation of the Company

The Company is a registered holding company under the Federal Bank Holding Company Act and the Georgia Bank Holding Company Act and is regulated under such Act by the Federal Reserve and by the Georgia Department of Banking and Finance (“GDB&F”), respectively.

Reporting and Examination

As a bank holding company, the Company is required to file annual reports with the Federal Reserve and the GDB&F and to provide such additional information as the applicable regulator may require pursuant to the Federal and Georgia Bank Holding Company Acts. The Federal Reserve and the GDB&F may also conduct examinations of the Company to determine whether the Company is in compliance with Bank Holding Company Acts and regulations promulgated thereunder.

Regulatory Order

On January 13, 2010, Capitol City Bank & Trust Company (the “Bank”), the wholly-owned subsidiary bank of Capitol City Bancshares, Inc., entered into a Stipulation to the Issuance of a Consent Order (the “Stipulation”) with the Federal Deposit Insurance Corporation (the “FDIC”) and the Georgia Department of Banking and Finances (the “GDB&F”), whereby the Bank consented to the issuance of a Consent Order (the “Order”). A copy of the Order was attached to the Company’s Form 8-K filed with the SEC on January 20, 2010.

Finances (the “GDB&F”), whereby the Bank consented to the issuance of a Consent Order (the “Order”). A copy of the Order was attached to the Company’s Form 8-K filed with the SEC on January 20, 2010.

The Order is based on findings of the FDIC during the on-site visitation and resulting report dated September 15, 2009. Since the completion of the visitation and report, the Board of Directors has aggressively taken an active role in working with the FDIC and the GDB&F to improve the condition of the Bank. In entering into the Order, the Bank did not concede to the findings or admit to any of the assertions therein. Additional discussion on the Order is included in Note 2 to the Consolidated Financial Statements.

Under the terms of the Order, the Bank cannot declare dividends without the prior written approval of the FDIC and the GDB&F. Other material provisions of the Order require the Bank to: (i) increase its board of directors’ participation in the affairs and operations of the Bank, (ii) assess management’s ability to comply with the Order and restore all aspects of the Bank to a safe and sound condition, (iii) establish a committee to oversee the Bank’s compliance with the Order, (iv) maintain specified minimum capital ratios of Tier I capital of 8% of total assets and Total risk-based capital of 10% of total risk-based assets, (v) improve the Bank’s lending and collection policies and procedures, (vi) eliminate from its books, by charge off or collection, all assets classified as “loss” and 50% of all assets classified as doubtful, (vii) perform risk segmentation analysis with respect to concentrations of credit, (viii) receive a brokered deposit waiver from the FDIC prior to accepting, rolling over or renewing any brokered deposits, (ix) establish and review a comprehensive policy for the adequacy of the Bank’s allowance for loan and lease losses, (x) formulate and fully implement a written plan and comprehensive budget for all categories of income and expenses, and (xi) prepare and submit progress reports to the FDIC and the GDB&F. The FDIC order will remain in effect until modified or terminated by the FDIC and the GDB&F.

Acquisitions

The Federal Bank Holding Company Act requires every bank holding company to obtain the prior approval of the Federal Reserve before: (1) acquiring direct or indirect ownership or control of more than 5% of the voting shares of any bank; (2) acquiring all or substantially all of the assets of a bank; and (3) before merging or consolidating with another bank holding company.

The GDB&F requires similar approval prior to the acquisition of any additional banks from every Georgia bank holding company. A Georgia bank holding company is generally prohibited from acquiring ownership or control of 5% or more of the voting shares of a bank unless the bank being acquired is either a bank for purposes of the Federal Bank Holding Company Act, or a federal or state savings and loan association or savings bank or federal savings bank whose deposits are insured by the Federal Savings and Loan Insurance Corporation and such bank has been in existence and continuously operating as a bank for a period of five years or more prior to the date of application to the GDB&F for approval of such acquisition.

Source of Strength to Subsidiary Banks

The Federal Reserve (pursuant to regulation and published statements) has maintained that a bank holding company must serve as a source of financial strength to its subsidiary banks. In adhering to the Federal Reserve policy, the Company may be required to provide financial support to the Bank at a time when, absent such Federal Reserve policy, the Company may not deem it advisable to provide such assistance. Similarly, the Federal Reserve also monitors the financial performance and prospects of non-bank subsidiaries with an inspection process to ascertain whether such non-bank subsidiaries enhance or detract from the Company’s ability to serve as a source of strength for the Bank.

Capital Requirements

We are required to comply with the capital adequacy standards established by the federal banking agencies. There are two basic measures of capital adequacy for bank holding companies that have been promulgated by the Federal Reserve: a risk-based measure and a leverage measure. All applicable capital standards must be satisfied for a bank holding company to be considered in compliance.

The risk-based capital standards are designed to make regulatory capital requirements more sensitive to differences in risk profiles among banks and bank holding companies, to account for off-balance-sheet exposure, and to minimize disincentives for holding liquid assets. Assets and off-balance-sheet items are assigned to broad risk categories, each with appropriate weights. The resulting capital ratios represent capital as a percentage of total risk-weighted assets and off-balance-sheet items.

The minimum guideline for the ratio of Total Capital to risk-weighted assets (including certain off-balance-sheet items, such as standby letters of credit) is 8.0%. Total Capital consists of Tier 1 Capital, which is comprised of common stock, undivided profits, minority interests in the equity accounts of consolidated subsidiaries and non-cumulative perpetual preferred stock, less goodwill and certain other intangible assets, and Tier 2 Capital, which consists of subordinated debt, other preferred stock, and a limited amount of loan loss reserves. At December 31, ~~2011~~2012, our consolidated Total Capital Ratio and our Tier 1 Capital Ratio were 5.4755% and 4.2129%, respectively, resulting in our being classified as “significantly undercapitalized” under the regulatory framework for prompt corrective action. For a more detailed analysis of the Company and the Bank’s regulatory requirements, please see Note 19 to the Notes to Consolidated Financial Statements.

In addition, the Federal Reserve has established minimum leverage ratio guidelines for bank holding companies. These guidelines provide for a minimum ratio (the “Leverage Ratio”) of Tier 1 Capital to average assets, less goodwill and certain other intangible assets, of 3.0% for bank holding companies that meet certain specified criteria, including those having the highest regulatory rating. All other bank holding companies generally are required to maintain a Leverage Ratio of at least 3.0%, plus an additional cushion of 200 basis points. Our consolidated Leverage Ratio at December 31, ~~2011~~2012 was 3.6279%, which is below the minimum 8% required in the Consent Order. The guidelines also provide that bank holding companies experiencing internal growth or making acquisitions will be expected to maintain strong capital positions substantially above the minimum supervisory levels without significant reliance on intangible assets. Furthermore, the Federal Reserve has indicated that it will consider a “tangible Tier 1 Capital Leverage Ratio” (deducting all intangibles) and other indicators of capital strength in evaluating proposals for expansion or new activities.

The Bank is subject to risk-based and leverage capital requirements adopted by its federal banking regulators, which are substantially similar to those adopted by the Federal Reserve for bank holding companies.

Failure to meet capital guidelines could subject a bank or bank holding company to a variety of enforcement remedies, including issuance of a capital directive, the termination of deposit insurance by the FDIC, a prohibition on the taking of brokered deposits, and certain other restrictions on its business. As described below, substantial additional restrictions can be imposed upon FDIC-insured depository institutions that fail to meet applicable capital requirements. See “Prompt Corrective Action”.

The federal bank agencies continue to indicate their desire to raise capital requirements applicable to banking organizations beyond their current levels. In this regard, the Federal Reserve and the FDIC require regulators to consider interest rate risk (when the interest rate sensitivity of an institution’s assets does not match the sensitivity of its liabilities or it off-balance-sheet positions) in the evaluation of a bank’s capital adequacy. The regulatory agencies have proposed a methodology for evaluating interest rate risk that would require banks with excessive interest rate risk exposure to hold additional amounts of capital against such exposures.

Prompt Corrective Action

The Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) established a system of prompt corrective action to resolve the problems of undercapitalized institutions. Under this system, the federal banking regulators have established five capital categories (well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized), and are required to take certain mandatory supervisory actions, and are authorized to take other discretionary actions, with respect to institutions in the three undercapitalized categories. The severity of the action will depend upon the capital category in which the institution is placed. Generally, subject to a narrow exception, the banking regulator must appoint a receiver or conservator for an institution that is critically undercapitalized. The federal banking agencies have specified by regulation the relevant capital level for each category.

An institution that is categorized as undercapitalized, significantly undercapitalized, or critically undercapitalized is required to submit an acceptable capital restoration plan to its appropriate federal banking agency. A bank holding company must guarantee that a subsidiary depository institution meets its capital restoration plan, subject to certain limitations. The controlling holding company’s obligation to fund a capital restoration plan is limited to the lesser of 5.0% of an undercapitalized subsidiary’s assets or the amount required to meet regulatory capital requirements. An undercapitalized institution is also generally prohibited from increasing its average total assets, making acquisitions, establishing any branches or engaging in any new line of business, except under an accepted capital restoration plan or with FDIC approval. In addition, the appropriate federal banking agency may treat an undercapitalized institution in the same manner as it treats a significantly undercapitalized institution if it determines that those actions are necessary.

federal banking agency may treat an undercapitalized institution in the same manner as it treats a significantly undercapitalized institution if it determines that those actions are necessary.

Payment of Dividends

The Company is a legal entity separate and distinct from the Bank. Most of the revenue of the Company results from dividends paid to it by the Bank. There are statutory and regulatory requirements applicable to the payment of dividends by the Bank, as well as by the Company to its shareholders.

Under the regulations of the GDB&F, dividends may not be declared out of the retained earnings of a state bank without first obtaining the written permission of the GDB&F, unless such bank meets all of the following requirements:

(a)

total classified assets as of the most recent examination of the bank do not exceed 80% of equity capital (as defined by regulation);

(b)

the aggregate amount of dividends declared or anticipated to be declared in the calendar year does not exceed 50% of the net profits after taxes but before dividends for the previous calendar year; and

(c)

the ratio of equity capital to adjusted assets is not less than 6%.

The payment of dividends by the Company and the Bank may also be affected or limited by other factors, such as the requirement to maintain adequate capital above regulatory guidelines. In addition, if, in the opinion of the applicable regulatory authority, a bank under its jurisdiction is engaged in or is about to engage in an unsafe or unsound practice (which, depending upon the financial condition of the bank, could include the payment of dividends), such authority may require, after notice and hearing, that such bank cease and desist from such practice. The FDIC has issued a policy statement providing that insured banks should generally only pay dividends out of current operating earnings. In addition to the formal statutes and regulations, regulatory authorities consider the adequacy of the Bank’s total capital in relation to its assets, deposits and other such items. In 2008, the Company declared cash dividends to common stockholders of $.08 per common share. We ~~did~~have not ~~pay~~paid a dividend ~~during~~since ~~2009~~2008, ~~2010 or 2011~~ and we do not intend to pay a dividend in ~~2012~~2013 due to continued pressure on earnings and capital and as a result of the Consent ~~Order~~Oder.

The Riegle-Neal Interstate Banking and Branching Efficiency Act

The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the “Interstate Banking Act”) regulates the interstate activities of banks and bank holding companies. Generally speaking, under the Interstate Banking Act, a bank holding company located in one state may lawfully acquire a bank located in any other state, subject to deposit-percentage, aging requirements and other restrictions. The Interstate Banking Act also generally provides that national and state-chartered banks may, subject to applicable state law, branch interstate through acquisitions of banks in other states. The Interstate Banking Act and related California laws have increased competition in the environment in which the Bank operates to the extent that out-of-state financial institutions directly or indirectly enter the Bank’s market areas. It appears that the Interstate Banking Act has contributed to the accelerated consolidation of the banking industry.

The Gramm-Leach-Bliley Act of 1999

Effective March 11, 2000, the Gramm-Leach-Bliley Act, also known as the “Financial Modernization Act,” enabled full affiliations to occur among banks and securities firms, insurance companies, and other financial service providers, and enabled full affiliations to occur between such entities. This legislation permits bank holding companies that are well-capitalized and well-managed and meet other conditions can elect to become “financial holding companies.” As financial holding companies, they and their subsidiaries are permitted to acquire or engage in activities that were not previously allowed by bank holding companies such as insurance underwriting, securities underwriting and distribution, travel agency activities, broad insurance agency activities, merchant banking and other activities that the Federal Reserve determines to be financial in nature or complementary to these activities. Financial holding companies continue to be subject to the overall oversight and supervision of the Federal Reserve, but the Financial Modernization Act applies the concept of functional regulation to the activities conducted by subsidiaries. For example, insurance activities would be subject to supervision and regulation by state insurance authorities. The Company has no current intention of becoming a

financial holding company, but may do so at some point in the future if deemed appropriate to view of opportunities or circumstances at the time.

The Financial Modernization Act also imposed new requirements on financial institutions with respect to consumer privacy. The statute generally prohibits disclosure of consumer information to non-affiliated third parties unless the consumer has been given the opportunity to object and has not objected to such disclosure. Financial institutions are further required to disclose their privacy policies to consumers annually. Financial institutions, however, will be required to comply with state law if it is more protective of consumer privacy that the Financial Modernization Act. The statute also directed federal regulators, including the Federal Reserve and the FDIC, to prescribe standards for the security of consumer information. The Company and the Bank are subject to such standards, as well as standards for notifying consumers in the event of a security breach.

Regulation of the Bank

AsAS a state-chartered bank, the Bank is examined and regulated by the Federal Deposit Insurance Corporation (“FDIC”) and the GDB&F.

The major functions of the FDIC with respect to insured banks include paying depositors to the extent provided by law in the event an insured bank is closed without adequately providing for payment of the claim of depositors, acting as a receiver of state banks placed in receivership when so appointed by state authorities, and preventing the continuance or development of unsound and unsafe banking practices. In addition, the FDIC also approves conversions, mergers, consolidations, and assumption of deposit liability transactions between insured banks and noninsured banks or institutions to prevent capital or surplus diminution in such transactions where the resulting, continued or assumed bank is an insured nonmember state bank.

Subsidiary banks of a bank holding company are subject to certain restrictions imposed by the Federal Bank Holding Company Act on any extension of credit to the bank holding company or any of its subsidiaries, on investment in the stock or other securities thereof and on the taking of such stock or securities as collateral for loans to any borrower. In addition, a bank holding company and its subsidiaries are prohibited from engaging in certain tie-in arrangements in connection with any extension of credit or provision of any property or services.

The GDB&F regulates all areas of the banks banking operations, including mergers, establishment of branches, loans, interest rates, and reserves. The Bank must have the approval of the Commissioner to pay cash dividends, unless at the time of such payment:

a. the total classified assets of the most recent examination of such bank do not exceed 80% of Tier 1 capital plus Allowance for Loan Losses as reflected at such examination;

b. the aggregate amount of dividends declared or anticipated to be declared in the calendar year does not exceed 50% of the net profits, after taxes but before dividends, for the previous calendar year; and

c. the ratio of Tier 1 capital to Adjusted Total Assets shall not be less than six (6) percent.

The Bank is also subject to State of Georgia banking and usury laws restricting the amount of interest which it may charge in making loans or other extensions of credit.

Expansion through Branching, Merger or Consolidation

With respect to expansion, the Bank was previously prohibited from establishing branch offices or facilities outside of the county in which its main office was located, except:

(i)

in adjacent counties in certain situations, or

(ii)

by means of merger or consolidation with a bank which has been in existence for at least five years.

In addition, in the case of a merger or consolidation, the acquiring bank must have been in existence for at least 24 months prior to the merger. However, effective July 1, 1996, Georgia permits the subsidiary bank(s) of any bank holding company then engaged in the banking business in the State of Georgia to establish, de novo, upon receipt of required regulatory approval, an aggregate of up to three additional branch banks in any county within the State of Georgia. Effective July 1, 1998, this same Georgia law permits, with required regulatory

approval, the establishment of de novo branches in an unlimited number of counties within the State of Georgia by the subsidiary bank(s) of bank holding companies then engaged in the banking business in the State of Georgia. This law may result in increased competition in the Bank’s market area.

Capital Requirements

The FDIC adopted risk-based capital guidelines that went into effect on December 31, 1990 for all FDIC insured state chartered banks that are not members of the Federal Reserve System. Beginning December 31, 1992, all banks were required to maintain a minimum ratio of total capital to risk weighted assets of eight (8) percent of which at least four (4) percent must consist of Tier 1 capital. Tier 1 capital of state chartered banks (as defined by the regulation) generally consists of: (i) common stockholders equity; (ii) qualifying noncumulative perpetual preferred stock and related surplus; and (iii) minority interests in the equity accounts of consolidated subsidiaries. In addition, the FDIC adopted a minimum ratio of Tier 1 capital to total assets of banks, referred to as the leverage capital ratio of three (3) percent if the FDIC determines that the institution is not anticipating or experiencing significant growth and has well-diversified risk, including no undue interest rate exposure, excellent asset quality, high liquidity, good earnings and, in general is considered a strong banking organization, rated Composite “1” under the Uniform Financial Institutions Rating System (the CAMEL rating system) established by the Federal Financial Institutions Examination Council. All other financial institutions are required to maintain leverage ratio of four (4) percent.

Effective October 1, 1998, the FDIC amended its risk-based and leverage capital rules as follows: (1) all servicing assets and purchase credit card relationships (“PCCRs”) that are included in capital are each subject to a ninety (90) percent of fair value limitation (also known as the “ten (10) percent haircut”); (2) the aggregate amount of all servicing assets and PCCRs included in capital cannot excess 100% of the Tier 1 capital; (3) the aggregate amount of nonmortgage servicing assets (“NMSAs”) and PCCRs included in capital cannot exceed 25% of Tier 1 capital; and (4) all other intangible assets (other than qualifying PCCRs) must be deducted from Tier 1 capital.

Amounts of servicing assets and PCCRs in excess of the amounts allowable must be deducted in determining Tier 1 capital. Interest-only Strips receivable, whether or not in security form, are not subject to any regulatory capital limitation under the amended rule.

U.S. Treasury’s Troubled Asset Relief Program Capital Purchase Program

On October 3, 2008, the Emergency Economic Stabilization Act of 2008 (“EESA”) was enacted that provides the U.S. Secretary of the Treasury with broad authority to implement certain actions to help restore stability and liquidity to U.S. markets. One of the provisions resulting from the legislation is the Troubled Asset Relief Program Capital Purchase Program (“CPP”), which provides direct equity investment in perpetual preferred stock by the U.S. Treasury Department in qualified financial institutions. The program is voluntary and requires an institution to comply with a number of restrictions and provisions, including limits on executive compensation, stock redemption and declaration of dividends. The CPP provides for a minimum investment of one percent of total risk-weighted assets and a maximum investment equal to the lesser of three percent of total risk-weighted assets or $25 billion. Participation in the program is not automatic and is subject to approval by the U.S. Treasury Department. The Company did not participate in the CPP.

Temporary Liquidity Guarantee Program

On October 14, 2008, the FDIC announced a new program – the Temporary Liquidity Guarantee Program. This program has two components – The Debt Guarantee Program and the Transaction Account Guarantee Program. The Debt Guarantee Program guarantees newly issued senior unsecured debt of a participating organization, up to certain limits established for each institution, issued between October 14, 2008 and June 30, 2009. The FDIC will pay the unpaid principal and interest on an FDIC-guaranteed debt instrument upon the uncured failure of the participating entity to make a timely payment of principal or interest in accordance with the terms of the instrument. The guarantee will remain in effect until June 30, 2012. In return for the FDIC’s guarantee, participating institutions will pay the FDIC a fee based on the amount and maturity of the debt. The Bank and the Company have opted not to participate in the Debt Guarantee Program.

The Transaction Account Guarantee Program provides full federal deposit insurance coverage for non-interest bearing transaction deposit accounts, regardless of dollar amount, until December 31, 2009. An annualized 10 basis point assessment on balances in noninterest-bearing transaction accounts that exceed the

existing deposit insurance limit of $250,000 will be assessed on a quarterly basis to insured depository institutions that have not opted out of this component of the Temporary Liquidity Guarantee Program. The Bank has opted to participate in the Transaction Account Guarantee Program.

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010

The Dodd-Frank Act was enacted on July 21, 2010 and created a new Consumer Financial Protection Bureau with power to promulgate and enforce consumer protection laws. Smaller depository institutions, those with $10 billion or less in assets, will be subject to the Consumer Financial Protection Bureau’s rulewriting authority, and existing depository institution regulatory agencies will retain examination and enforcement authority for such institutions. The Dodd-Frank Act also establishes a Financial Stability Oversight Council chaired by the Secretary of the Treasury with authority to identify institutions and practices that might pose a systemic risk and, among other things, includes provisions affecting (1) corporate governance and executive compensation of all companies whose securities are registered with the SEC, (2) FDIC insurance assessments, (3) interchange fees for debit cards, which would be set by the Federal Reserve under a restrictive “reasonable and proportional cost” per transaction standard, (4) minimum capital levels for bank holding companies, subject to a grandfather clause for financial institutions with less than $15 billion in assets, (5) derivative and proprietary trading by financial institutions, and (6) the resolution of large financial institutions.

FDIC Insurance Assessments

The FDIC establishes rates for the payment of premiums by federally insured banks and thrifts for deposit insurance. Member institutions pay deposit insurance assessments to the Deposit Insurance Fund (the “DIF”). The FDIC recently amended its risk-based assessment system to implement authority that the FDIC was granted under the Federal Deposit Insurance Reform Act of 2005 (the “Reform Act”). Under the revised system, insured institutions are assigned to one of four risk categories based on a supervisory evaluations, regulatory capital levels and other factors. The new regulation allows the FDIC to more closely tie each financial institution’s deposit insurance premiums to the risk it poses to the DIF. The assessment rate of an institution depends upon the category to which it is assigned. Risk Category I contains the least risky depository institutions and Risk Category IV contains the most risky depository institutions. The Risk Category is based on whether the institution is Well Capitalized, Adequately Capitalized, or Undercapitalized in regard to the institution’s capital ratios. The CAMELS rating of the institution is also used in the determination of the Risk Category. Risk Category I, unlike the other risk categories, contains further risk differentiation based on the FDIC’s analysis of financial ratios, examination components and other information. In the first quarter of 2009, the FDIC increased the amount to be assessed from financial institutions by increasing its risk-based deposit insurance assessment scale uniformly due to the increased and anticipated number of bank failures. ~~Thus~~In 2012, new regulations became effective in which the new assessment base is calculated using average total assets minus average tangible equity, the assessment scale ranges from ~~twelve~~2.5 basis points of assessable deposits for the strongest institutions (Risk Category I) to ~~forty-five~~45 basis points for the weakest (Risk Category IV). ~~In 2008 the FDIC increased the amount of deposits it insures from $100,000 to $250,000.~~

In addition to the assessment for deposit insurance, institutions are required to make payments on bonds which were issued in the late 1980s by the Financing Corporation in order to recapitalize the predecessor to the Savings Association Insurance Fund. During 2008, Financing Corporation payments for Savings Association Insurance Fund members approximate 1.12 basis points of assessable deposits. These assessments, which are adjusted quarterly, will continue until the Financing Corporation bonds mature in 2017.

The FDIC may terminate its insurance of deposits if it finds that the institution has engaged in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC.

On November 9, 2010, the FDIC issued a Final Rule implementing section 343 of the Dodd-Frank Wall Street Reform and Consumer Protection Act that made permanent the increase in FDIC insurance for deposit accounts to $250,000~~, and provides for unlimited insurance coverage of noninterest-bearing transaction accounts~~. ~~Beginning~~In ~~December 31,~~ 2010 ~~through December 31~~, ~~2012, all noninterest-bearing transaction accounts and Interest on Lawyer Trust Accounts (“IOLTA”) are fully insured, regardless of~~ the ~~balance~~ ~~of the account, at all~~ FDIC~~-insured~~ ~~institutions.~~adopted ~~The~~a ~~unlimited~~new ~~insurance~~DIF ~~coverage~~restoration isplan ~~available~~ to ~~all~~ensure ~~depositors,~~the ~~including~~fund ~~consumers,~~reserve ~~businesses,~~ratio ~~and~~reaches ~~government entities~~1.35% ~~This~~by ~~unlimited insurance coverage is separate from~~September 30, ~~and in addition to~~2020, ~~the~~as ~~insurance coverage~~ provided toby athe ~~depositor’s other deposit accounts held at an FDIC~~Dodd-~~insured~~Frank ~~institution~~Act. ~~Money~~At ~~Market~~least ~~Deposit~~semi-annually, ~~Accounts~~the ~~(MMDAs)~~FDIC ~~and~~will ~~Negotiable~~update ~~Order of Withdrawal (NOW) accounts are not eligible for this unlimited~~its ~~insurance~~projections ~~coverage~~and, ~~regardless~~if ~~of the interest rate~~necessary, ~~even~~will ifincrease noor ~~interest~~decrease isassessed ~~paid on the account~~rates.

Community Reinvestment Act

The Company and the Bank are subject to the provisions of the Community Reinvestment Act of 1977, as amended (the “CRA”) and the federal banking agencies’ regulations issued thereunder. Under the CRA, all banks and thrifts have a continuing and affirmative obligation, consistent with its safe and sound operation to help meet the credit needs for their entire communities, including low- and moderate-income neighborhoods. The CRA does not establish specific lending requirements or programs for financial institutions, nor does it limit an institution’s discretion to develop the types of products and services that it believes are best suited to its particular community, consistent with the CRA.

The CRA requires a depository institution’s primary federal regulator, in connection with its examination of the institution, to assess the institution’s record of assessing and meeting the credit needs of the community served by that institution, including low- and moderate-income neighborhoods. The regulatory agency’s assessment of the institution’s record is made available to the public. In the case of a bank holding company applying for approval to acquire a bank or other bank holding company, the Federal Reserve will assess the records of each subsidiary depository institution of the applicant bank holding company, and such records may be the basis for denying the application.

The evaluation system used to judge an institution’s CRA performance consists of three tests: (1) a lending test; (2) an investment test; and (3) a service test. Each of these tests will be applied by the institution’s primary federal regulator taking into account such factors as: (i) demographic data about the community; (ii) the institution’s capacity and constraints; (iii) the institution’s product offerings and business strategy; and (iv) data on the prior performance of the institution and similarly-situated lenders.

In addition, a financial institution will have the option of having its CRA performance evaluated based on a strategic plan of up to five years in length that it had developed in cooperation with local community groups. In order to be rated under a strategic plan, the institution will be required to obtain the prior approval of its federal regulator.

The interagency CRA regulations provide that an institution evaluated under a given test will receive one of five ratings for the test: (1) outstanding; (2) high satisfactory; (3) low satisfactory; (4) needs to improve; and (5) substantial noncompliance. An institution will receive a certain number of points for its rating on each test, and the points are combined to produce an overall composite rating. Evidence of discriminatory or other illegal credit practices would adversely affect an institution’s overall rating. As a result of the Bank’s most recent CRA examination, the Bank received a “satisfactory” CRA rating.

Commercial Real Estate Lending and Concentrations

On December 12, 2006, the federal bank regulatory agencies published final guidance on “Concentration in Commercial Real Estate Lending, Sound Risk Management Practices” (the “Guidance”). This Guidance is intended to remind financial institutions that strong risk management practices and appropriate levels of capital are important elements of a sound commercial real estate (“CRE”) lending program. The Guidance does not establish specific CRE lending limits. CRE loans include those loans with risk profiles sensitive to the condition of the general CRE market. CRE loans are: land development and construction loans (including 1- to 4-family residential and commercial construction loans), other land loans, loans secured by multifamily property, and nonfarm nonresidential property where the primary source of repayment is derived from rental income associated with the property (that is, loans for which 50% or more of the source of repayment comes from third party, nonaffiliated, rental income) or proceeds of the sale, refinancing, or permanent financing of the property.

Although the Guidance does not define a CRE concentration, it does describe the criteria that the regulatory agencies will use as high-level indicators to identify institutions potentially exposed to CRE concentration risk. Financial institutions may be indentified for further supervisory analysis of the level and nature of its CRE concentration risk if it has experienced rapid growth in CRE lending, has notable exposure to a specific type of CRE, or is approaching or exceeds the following supervisory criteria:

•

Total reported loans for construction, land development, and other land represent 100% or more of the institution’s total capital; or

•

Total CRE loans represent 300% or more of the institution’s total capital, and the outstanding balance of the institution’s CRE loan portfolio has increased by 50% or more during the previous 36 months.

• Total CRE loans represent 300% or more of the institution’s total capital, and the outstanding balance of the institution’s CRE loan portfolio has increased by 50% or more during the previous 36 months.

Where these criteria are identified, a financial institution will need to implement enhanced strategic planning, CRE underwriting policies, risk management and internal controls, portfolio stress testing, risk exposure limits, and other policies, including management compensation and incentives, to address the CRE risks. Higher allowances for loan losses and capital levels may also be appropriate.

For a summary of the Company’s loan concentrations, see Note 5 and Note 18 to the consolidated financial statements attached hereto.

Monetary Policy

The results of operations of the Company and the Bank are affected by credit policies of monetary authorities, particularly the Federal Reserve. The instruments of monetary policy employed by the Federal Reserve include open market operations in U.S. Government securities, changes in the discount rate on member bank borrowings, changes in reserve requirements against member bank deposits and limitations on interest rates which member banks may pay on time and savings deposits. In view of the changing conditions in the foreign and national economy, as well as the effect of policies and actions taken by monetary and fiscal authorities, including the Federal Reserve, no prediction can be made as to possible future changes in interest rates, deposit levels, loan demand or the business and earnings of the Company.

Anti-Terrorism Legislation

In the wake of the tragic events of September 11^th, on October 26, 2001, the President signed the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (the “USA PATRIOT Act”) Act of 2001. Under the USA PATRIOT Act, financial institutions are subject to prohibitions against specified financial transactions and account relationships as well as enhanced due diligence and “know your customer” standards in their dealings with foreign institutions and foreign customers. For example, the enhanced due diligence policies, procedures, and controls generally require financial institutions to take reasonable steps:

•

to conduct enhanced scrutiny of account relationships to guard against money laundering and report any suspicious transaction;

•

to ascertain the identity of the nominal and beneficial owners of, and the source of funds deposited into, each account as needed to guard against money laundering and report any suspicious transactions;

•

to ascertain for any foreign bank, the shares of which are not publicly traded, the identity of the owners of the foreign bank, and the nature and extent of the ownership interest of each such owner; and

•

to ascertain whether any foreign bank provides correspondent accounts to other foreign banks and, if so, the identity of those foreign banks and related due diligence information.

The USA PATRIOT Act requires financial institutions to establish anti-money laundering programs. The USA PATRIOT Act sets forth minimum standards for these programs, including:

•

the development of internal policies, procedures, and controls;

•

the designation of a compliance officer;

•

an ongoing employee training program; and

•

an independent audit function to test the programs.

In addition, the USA PATRIOT Act authorizes the Secretary of the Treasury to adopt rules increasing the cooperation and information sharing between financial institutions, regulators, and law enforcement authorities regarding individuals, entities and organizations engaged in, or reasonably suspected based on credible evidence of engaging in, terrorist acts or money laundering activities. Any financial institution complying with these rules will not be deemed to have violated the privacy provisions of the Gramm-Leach-Bliley Act, as discussed above.

of engaging in, terrorist acts or money laundering activities. Any financial institution complying with these rules will not be deemed to have violated the privacy provisions of the Gramm-Leach-Bliley Act, as discussed above.

Sarbanes-Oxley Act of 2002

The Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) was enacted to increase corporate responsibility, provide for enhanced penalties for accounting and auditing improprieties at publicly traded companies, and protect investors by improving the accuracy and reliability of disclosures pursuant to the securities laws. Sarbanes-Oxley includes important new requirements for public companies in the areas of financial disclosure, corporate governance, and the independence, composition and responsibilities of audit committees. Among other things, Sarbanes-Oxley mandates chief executive and chief financial officer certifications of periodic financial reports, additional financial disclosures concerning off-balance sheet items, and speedier transaction reporting requirements for executive officers, directors and 10% shareholders. In addition, penalties for non-compliance with the Exchange Act were heightened. SEC rules promulgated pursuant to Sarbanes-Oxley impose obligations and restrictions on auditors and audit committees intended to enhance their independence from management, and include extensive additional disclosure, corporate governance and other related rules. Sarbanes-Oxley represents significant federal involvement in matters traditionally left to state regulatory systems, such as the regulation of the accounting profession, and to state corporate law, such as the relationship between a Board of Directors and Management and between a Board of Directors and its committees.

Allowance for Loan and Lease Losses

On December 13, 2006, the federal bank regulatory agencies released Interagency Policy Statement on the Allowance for Loan and Lease Losses (“ALLL”), which revises and replaces the banking agencies’ 1993 policy statement on the ALLL. The revised statement was issued to ensure consistency with generally accepted accounting principles (GAAP) and more recent supervisory guidance. The revised statement extends the applicability of the policy to credit unions. Additionally, the agencies issued 16 FAQs to assist institutions in complying with both GAAP and ALLL supervisory guidance.

Highlights of the revised statement include the following:

•

The revised statement emphasizes that the ALLL represents one of the most significant estimates in an institution’s financial statements and regulatory reports and that an assessment of the appropriateness of the ALLL is critical to an institution’s safety and soundness.

•

Each institution has a responsibility to develop, maintain, and document a comprehensive, systematic, and consistently applied process for determining the amounts of the ALLL. An institution must maintain an ALLL that is sufficient to cover estimated credit losses on individual impaired loans as well as estimated credit losses inherent in the remainder of the portfolio.

•

The revised statement updates the previous guidance on the following issues regarding ALLL: (1) responsibilities of the board of directors, management, and bank examiners; (2) factors to be considered in the estimation of ALLL; and (3) objectives and elements of an effective loan review system.

Competition

The banking industry is highly competitive. Banks generally compete with other financial institutions through the banking products and services offered, the pricing of services, the level of service provided, the convenience and availability of services, and the degree of expertise and the personal manner in which services are offered. The Bank encounters competition from most of the financial institutions in the Bank’s primary service area. In the conduct of certain areas of its banking business, the Bank also competes with credit unions, consumer finance companies, insurance companies, money market mutual funds and other financial institutions, some of which are not subject to the same degree of regulation and restrictions imposed upon the Bank.

Management believes that competitive pricing and personalized service will provide it with a method to compete effectively in the primary service area.

Proposed Legislation

Legislation is regularly considered and adopted by both the United States Congress and the Georgia General Assembly. Such legislation could result in regulatory changes and changes in competitive relationships for banks and bank holding companies. The effect of such legislation on the business of the Company and the Bank cannot be predicted.

ITEM 1A.

RISK FACTORS.

Not applicable.

ITEM 1B.

UNRESOLVED STAFF COMMENTS.

There are no unresolved comments from the Securities and Exchange Commission staff regarding the Company’s periodic or current reports under the Exchange Act.

ITEM 2.

PROPERTIES

The Company’s main offices are located at 562 Lee Street, S.W., Atlanta, GA 30310. The main office, which is owned by the Bank, consists of approximately 7,000 square feet, four drive-in windows and adjacent parking lot.

Banking operations are also conducted from a branch located at 2358 Cascade Road, Atlanta, Georgia 30311. This branch is owned by the Bank and has been in continuous operation since it opened in October 3, 1994. The branch is a single story building with approximately 3,000 square feet, one drive-in window and an adjacent parking lot.

The Bank maintains a branch at Hartsfield-Jackson International Airport. The Hartsfield branch has two teller windows and a customer service desk. The branch is approximately 475 square feet, and is open seven days a week. The Bank leases the space for the Hartsfield branch from the airport. With regard to the Hartsfield lease, see also Note 6 to the Consolidated Financial Statements, located in Item 8 of this Form 10-K, below.

The Bank maintains a branch it owns at 5674 Memorial Drive, Stone Mountain, Georgia 30083. The building is a two-story building with 4,706 square feet with a drive-in window.

On July 16, 2002, the Bank opened a branch at 301 W. Oglethorpe Boulevard, Albany, Georgia 31707. It is a two-story building with 6,174 square feet and a drive-in window.

In January, 2003, the Bank purchased two parcels of land downtown Savannah, Georgia and a 1,820 square foot parking garage. One parcel contains a 5,724 square foot building, while the other parcel is a vacant lot adjacent to the building. The address for the office is 339 Martin Luther King, Jr. Boulevard, Savannah, Georgia 31401. The office opened in January, 2004 as a full-service banking location.

In July, 2004, the Bank purchased property in downtown Augusta, Georgia for a future branch site. The site contains a 5,000 square foot building previously operated as a Wachovia branch. The address is 1268 Broad Street, Augusta, Georgia 30901. The office opened in January, 2005 as a full-service banking location.

In May 2006, the Company purchased property located at 94 Peachtree Street, Atlanta, Georgia for the purpose of opening an eighth branch office. The branch opened in August 2008.

ITEM 3.

LEGAL PROCEEDINGS

The Company’s nature of business is such that it ordinarily results in a certain amount of litigation. In the opinion of management for the Company, there is no litigation in which the outcome will have a material effect on the consolidated financial statements.

ITEM 4. ~~N/A~~MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Stock Prices and Dividends

The common stock of the Company is not traded in the over-the-counter market or on any stock exchange, nor is the Company’s common stock actively traded. There is thus no established trading market for the Company’s common stock. The Company has maintained records of share prices based on actual transactions when such information has been disclosed by persons either purchasing or selling the Company’s common stock. These records reflect prices for transactions in the Company’s common stock to the best knowledge of management.

common stock. These records reflect prices for transactions in the Company’s common stock to the best knowledge of management.

The following table reflects the high and low trades of shares of the Company for each quarterly period during the last two years based on such limited available information.

YEAR: 2010	HIGH SELLINGPRICE *		LOW SELLINGPRICE *
YEAR: 2011	HIGH SELLINGPRICE		LOW SELLINGPRICE
First Quarter	$	2.50	$	2.50
Second Quarter	$	2.50	$	2.50
Third Quarter	$	2.50	$	2.50
Fourth Quarter	$	2.50	$	2.50

YEAR: 2011	HIGH SELLINGPRICE *		LOW SELLINGPRICE *
YEAR: 2012	HIGH SELLINGPRICE		LOW SELLINGPRICE
First Quarter	$	2.50	$	2.50
Second Quarter	$	2.50	$	2.50
Third Quarter	$	2.50	$	2.50
Fourth Quarter	$	2.50	$	2.50

*PricesAs ~~are~~of ~~adjusted~~December 31, to2012, ~~reflect~~ the ~~4-for-~~Company had approximately 1,715 ~~stock~~shareholders ~~split~~of ~~effective~~record ~~June 22,~~of ~~2010~~the Company’s common stock.

AsUnder the Financial Institutions Code of ~~December 31~~Georgia, ~~2011~~the Bank may from time to time declare and thereupon pay dividends on its outstanding shares in cash, property or its own shares unless, after giving effect to such distribution, the ~~Company~~Bank ~~had~~would ~~approximately~~not 1be able to pay its debts as they become due in the usual course of business or the Bank would have insufficient cash market value assets to pay liabilities to depositors and other creditors. Moreover,~~646~~ ~~shareholders~~the Bank may declare and pay dividends in cash or property only out of ~~record~~the retained earnings of the ~~Company’s~~Bank, ~~common~~the Bank may not declare and pay dividends at any time the Bank does not have paid-in capital and appropriated retained earnings equal or exceeding 20% of its capital stock, the Bank may not declare and pay dividends in excess of 50% of net profits after taxes for the previous fiscal year without the prior approval of the GDB&F. The Bank is also allowed to declare and pay dividends in authorized but unissued shares of its stock, provided there is transferred to capital stock an amount equal to the value of the shares distributed and provided further that after payment of the dividend the Bank continues to maintain required levels of paid-in capital and appropriated retained earnings. The Company paid dividends in 2008 of $.08 per share and no dividends in 2009, 2010, 2011 and 2012.

Under the Financial Institutions Code of Georgia, the Bank may from time to time declare and thereupon pay dividends on its outstanding shares in cash, property or its own shares unless, after giving effect to such distribution, the Bank would not be able to pay its debts as they become due in the usual course of business or the Bank would have insufficient cash market value assets to pay liabilities to depositors and other creditors. Moreover, the Bank may declare and pay dividends in cash or property only out of the retained earnings of the Bank, the Bank may not declare and pay dividends at any time the Bank does not have paid-in capital and appropriated retained earnings equal or exceeding 20% of its capital stock, the Bank may not declare and pay dividends in excess of 50% of net profits after taxes for the previous fiscal year without the prior approval of the GDB&F. The Bank is also allowed to declare and pay dividends in authorized but unissued shares of its stock, provided there is transferred to capital stock an amount equal to the value of the shares distributed and provided further that after payment of the dividend the Bank continues to maintain required levels of paid-in capital and appropriated retained earnings. The Company paid dividends in 2008 of $.08 per share and no dividends in 2009, 2010 or 2011.

On February 8, 2005, the Company approved a 4-for-1 stock split of its common shares. The split entitled each shareholder of record at the close of business on March 1, 2005, to receive four shares for every one share of stock of the Company owned by the shareholder. The stock split was implemented and the stock was distributed in the form of a stock dividend.

On July 13, 2010, the Company approved a 4-for-1 stock split of its common shares. The split entitled each shareholder of record at the close of business of June 22, 2010 to receive four shares for every one share of stock of the Company owed by the shareholder. The stock split was implemented and the stock was distributed in the form of stock dividend. The par value was changed from $1.50 to $1.00 per share.

The Company offered up to 1,500,000 shares of its common stock in a registered public offering. The final Prospectus was filed with the SEC on May 8, 2008 and contained the specifics of the offering. The Company sold 1,065,586 shares and received $4,286,684 into its capital account. The offering terminated on May 8, 2011. The Company did not purchase any of its common stock during 2011.

~~The~~On July 13, 2010, the Company ~~offered~~filed upArticles of Amendment to 1the Articles of Incorporation to increase the number of preferred shares the Company is authorized to issue to 5,~~500~~000,000 shares of ~~its~~preferred ~~common~~ stock inof athe ~~registered public offering~~Company. The ~~final~~amendment ~~Prospectus~~ was ~~filed~~approved ~~with~~by ~~the~~a ~~SEC~~majority onvote ~~May 8,~~of ~~2008~~the ~~and~~shareholders ~~contained~~at the ~~specifics~~Company’s 2010 Annual Meeting of Shareholders. The articles previously limited to the ~~offering~~amount of authorized preferred stock to $5,000,000. The Company ~~sold~~has 1currently issued 10,~~065~~000 shares of Series A preferred stock,~~586~~ 6,078 shares ~~and~~of ~~received~~Series $4B preferred stock,~~286~~ and 10,~~684~~000 shares ~~into~~of ~~its~~Series ~~capital~~C ~~account.~~preferred ~~The~~stock ~~offering~~for ~~terminated~~a ontotal ~~May 8~~of $2,607,800 ~~2011~~outstanding. The ~~Company~~amendment ~~did~~eliminated ~~not~~the ~~purchase~~maximum ~~any~~dollar amount limitation and now provides for a maximum number of ~~its~~shares ~~common~~that ~~stock~~are ~~during~~available ~~2011.~~to be issued, which is 5,000,000 shares.

On July 13, 2010, the Company filed Articles of Amendment to the Articles of Incorporation to increase the number of preferred shares the Company is authorized to issue to 5,000,000 shares of preferred stock of the Company. The amendment was approved by a majority vote of the shareholders at the Company’s 2010 Annual Meeting of Shareholders. The articles previously limited to the amount of authorized preferred stock to $5,000,000. The Company has currently issued 10,000 shares of Series A preferred stock and 6,078 shares of Series B preferred stock, for a total of $1,607,800 outstanding. The amendment eliminated the maximum dollar amount limitation and now provides for a maximum number of shares that are available to be issued, which is 5,000,000 shares.

The actual effect of the issuance of any additional shares of the preferred stock upon the rights of holders of common stock cannot be stated until the Board of directors determines the specific rights of any shares of the preferred stock. However, the effects might include, among other things, restricting dividends on the common stock, diluting the voting power of the common stock, reducing the market price of the common stock or impairing the liquidation rights of the common stock without further action by the shareholders. Holders of Capitol City’s common stock do not have preemptive rights with respect to the preferred stock.

The amendment also grants the Board of Directors the discretion to establish the terms of any future preferred stock issuance, including the number of shared issued, the dividend rate of the shares, whether the dividends are cumulative, whether the shares are voting or non-voting, whether the shares are convertible to common stock and if so, the terms of conversion, whether the shares are redeemable and if so the terms of redemption, sinking fund requirements, liquidation rights and all other relative rights of the preferred shares.

The Company is actively soliciting prospective institutional investors to purchase additional cumulative preferred stock which would be sold subject to terms and conditions similar to those currently outstanding, and would rank senior to all common stock of CCB regarding dividends and liquidation rights.

The Company filed a preliminary registration statement on Form S-1 with the SEC and intends to sell up to $12.5 million (500,000 shares) of common stock in a public offering. We estimate the public offering to begin as early as April, 2012. Common Stock sold in the public offering will not be restricted but will be freely transferrable without legends or the transfer restrictions of the common stock sold in this private offering.

Unregistered Sale of Equity Securities

On ~~March~~September 1928, ~~2012~~2009, Capitol City Bancshares, Inc. ~~began~~entered ~~accepting~~into ~~the~~an ~~subscriptions~~agreement to sell 6,078 shares of ~~several~~Series ~~investors~~B incumulative, anonvoting, ~~private~~$100 ~~placement~~par ~~offering~~value preferred stock to ~~accredited~~an ~~investors~~institutional ~~under~~investor anfor ~~exemption~~cash ~~from~~consideration ~~registration contained~~of in$607,800. ~~Section 4(2)~~The terms of the ~~Securities~~preferred ~~Act~~stock ofissuance ~~1933~~are shown ~~and~~on ~~Rule~~the ~~505~~Amendment ~~and~~to ~~506~~the Articles of ~~Regulation~~Incorporation Dattached ~~under~~as ~~the~~Exhibit ~~Securities Act~~3.1(E) ~~The~~to the Company’s isQuarterly ~~offering~~Report afiled ~~maximum~~with ofthe ~~1,000,000~~SEC ~~shares~~on ofNovember 13, ~~its~~2009. ~~common~~No ~~stock~~underwriting atdiscounts aor ~~price~~commissions ofwere $2paid.50 ~~per~~The ~~share.~~transaction Ifis ~~all~~exempt from ofregistration under the ~~shares are~~Securities ~~purchased~~Act ~~the~~of ~~total~~1933, ~~raised~~as ~~would~~amended, bein $reliance on Section 4(2.5) ~~million~~thereof, ~~less~~as ~~offering~~a ~~expenses~~transaction ofby ~~approximately~~an ~~$10,000.~~issuer ~~The~~not ~~offering~~involving isa ~~ongoing~~public offering.

On March 19, 2012, the Company began accepting the subscriptions of several investors in a private placement offering to accredited investors under an exemption from registration contained in Section 4(2) of the Securities Act of 1933 and Rule 505 and 506 of Regulation D under the Securities Act. The Company is offering a maximum of 1,000,000 shares of its common stock at a price of $2.50 per share. The offering closed in 2012 and 448,000 shares were sold for $1,120,000.

On April 24, 2012, the Company entered into an agreement with SunTrust Bank to sell 10,000 shares of Series C cumulative, nonvoting, $100 par value preferred stock for cash consideration of $1,000,000. No underwriting discounts or commissions were paid. The transaction was exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(2) thereof, as a transaction by an issuer not involving a public offering. The proceeds were used to inject capital into the Company’s subsidiary bank.

ITEM 7.

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

GENERAL

The purpose of this discussion is to focus on information about our financial condition and results of operations which are not otherwise apparent from the consolidated financial statements included in this Annual Report. Reference should be made to those statements and the selected financial data presented elsewhere in this report for an understanding of the following discussion and analysis. Historical results of operations and any trends which may appear are not necessarily indicative of the results to be expected in future years.

FORWARD-LOOKING STATEMENTS

This annual report contains certain forward-looking statements which are based on certain assumptions and describe future plans, strategies, and our expectations. These forward-looking statements are generally identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” or similar expressions. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations include, but are not limited to, changes in interest rates, general economic conditions, legislation and regulation, monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board, the quality or composition of our loan or securities portfolio, demand for loan products, deposit flows, competition, demand for financial services in our market area, and accounting principles and guidelines. You should consider these risks and uncertainties in evaluating forward-looking statements and should not place undue reliance on such statements. We will not publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

SUMMARY

As of December 31, ~~2011~~2012, we reported total assets of $~~295.9~~301 million, an increase of approximately $~~570~~4.8 ~~thousand~~million, or 01.262%, over ~~2010~~2011. During ~~2011~~2012, we experienced decreases in total loans of $2.5 million, net of unearned income ~~of $15~~.4 ~~million~~During ~~with~~2012, ~~the~~Fed ~~majority~~funds ~~being~~sold ~~offset by the increase~~increased inapproximately ~~foreclosed assets of~~ $95.27 million ~~when~~over ~~compared~~2011 todue ~~the~~primarily ~~same~~to ~~period~~a ~~in 2010. Securities available for sale increased approximately~~ $54.67 million ~~due~~increase ~~primarily~~in tononinterest ~~our~~bearing ~~efforts~~deposits toover ~~improve liquidity~~2011. For the year ended December 31, ~~2011~~2012, we had a net loss of $1.68 million as compared to a net ~~income~~loss of $371.6 ~~thousand~~million for the year ended December 31, ~~2010~~2011.

CRITICAL ACCOUNTING POLICIES

We have established policies to govern the application of accounting principles in the preparation of our financial statements. Our significant accounting policies are described in Note 1 to the Consolidated Financial Statements. Certain accounting policies involve assumptions and decisions by management which may have a material impact on the carrying value of certain assets and liabilities, and the results of our operations. We consider these accounting policies to be our critical accounting policies. The assumptions and decisions used by management are based on historical data and other factors which are believed to be reasonable considering the circumstances.

Management believes that the allowance for loan losses and the accounting for deferred income taxes are the most critical accounting policies upon which the Company’s financial condition depends. The allowance for loan losses and the recognition of deferred taxes involve the most complex and subjective decisions and assessments that management must make.

Allowance for loan losses

Arriving at an appropriate level of allowance for loan losses involves a high degree of judgment. The Company’s allowance for loan losses provides for probable losses based upon evaluations of known and inherent risks in the loan portfolio. The allowance for loan losses is increased by charges to income and decreased by charge-offs (net of recoveries). Loans are charged against the allowance for loan losses when management believes the collection of the principal is unlikely. The Company’s allowance for loan and lease losses is the amount considered adequate to absorb probable losses within the portfolio based on management’s evaluation of the size and current risk characteristics of the loan portfolio. Such evaluation considers prior loss experience, the risk rating distribution of the portfolios, the impact of current internal and external influences on credit loss and the levels of nonperforming loans. Specific allowances for loan and lease losses are established for large impaired loans and leases on an individual basis. The specific allowance established for these loans and leases is based on a thorough analysis of the most probable source of repayment, including the present value of the loan’s expected future cash flows, the loan’s estimated market value, or the estimated fair value of the underlying collateral. General allowances are established for loans that are classified as either special mention, substandard, or doubtful. These loans are assigned a risk rating, and the allocated allowance for loan losses is determined based upon the loss percentage factors that correspond to each risk rating. Loss percentage factors are based on the probable loss including qualitative factors. The qualitative factors consider credit concentrations, recent levels and trends in delinquencies and nonaccrual, and growth in the loan portfolio. The occurrence of certain events could result in changes to the loss factors. Accordingly, these loss factors are reviewed periodically and modified as necessary.

and trends in delinquencies and nonaccrual, and growth in the loan portfolio. The occurrence of certain events could result in changes to the loss factors. Accordingly, these loss factors are reviewed periodically and modified as necessary.

General allowances are established for loans and leases that can be grouped into pools based on similar characteristics. In this process, general allowance factors are based on an analysis of historical charge-off experience and expected losses given default derived from the Company’s internal risk rating process. These factors are developed and applied to the portfolio in terms of line of business and loan type. Adjustments are also made to the allowance for the pools after an assessment of internal and external influences on credit quality that have not yet been reflected in the historical loss or risk rating data. Unallocated allowances relate to inherent losses that are not otherwise evaluated in the first two elements. The qualitative factors associated with unallocated allowances are subjective and require a high degree of management judgment. These factors include the inherent imprecisions in mathematical models and credit quality statistics, recent economic uncertainty, losses incurred from recent events, and lagging or incomplete data.

The process of reviewing the adequacy of the allowance for loan losses requires management to make numerous judgments and assumptions about current events and subjective judgments, including the likelihood of loan repayment, risk evaluation, extrapolation of historical losses of similar banks, and similar judgments and assumptions. If these assumptions prove to be incorrect, charge-offs in future periods could exceed the allowance for loan losses.

Management considers the allowance for loan losses to be adequate and sufficient to absorb probable future losses; however, there can be no assurance that charge-offs in future periods will not exceed the allowance for loan losses or that additional provisions to the allowance will not be required.

Deferred income taxes

Deferred income tax assets and liabilities are determined using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is determined based on the tax effects of the differences between the book and tax bases of the various balance sheet assets and liabilities and gives current recognition to changes in tax rates and laws.

A valuation allowance for deferred tax assets is required when it is more likely than not that some portion or all of the deferred tax asset will not be realized. In assessing the realization of the deferred tax assets, management considers the scheduled reversals of deferred tax liabilities, projected future taxable income (in the near-term based on current projections), and tax planning strategies. As of December 31, ~~2011~~2012, there were no deferred income taxes as all had been written off as of December 31, 2010 due to losses sustained and none have been recorded ~~during 2011~~since.

RESULTS OF OPERATIONS

General

Our profitability is determined by our ability to effectively manage interest income and expense, to minimize loan and securities losses, to generate noninterest income, and to control noninterest expense. Because interest rates are determined by market forces and economic conditions beyond our control, the ability to generate net interest income is dependent upon our ability to obtain an adequate spread between the rate earned on interest-bearing assets and the rate paid on interest-bearing liabilities.

Net Interest Income

Our primary source of income is interest income from loans and investment securities. Net interest income increased by $~~854~~52 thousand for the year ended December 31, ~~2011~~2012 with $8.9.0 million compared to $8.19 million at ~~2010~~2011. The increase in net interest income is primarily attributable to the decrease in our net cost on average interest-bearing liabilities. The rate paid on interest-bearing liabilities decreased from approximately 2.752% to 21.177%, or 5850 basis points, when comparing the year ended December 31, 2011 to December 31, 2012. The decrease in the rate paid on interest-bearing liabilities is due primarily to the repricing of deposits as they mature

~~basis points, when comparing the year ended December 31, 2010~~ to ~~December 31, 2011. The decrease in~~ the ~~rate paid on interest-bearing liabilities is due primarily to the repricing of deposits as they mature to the~~ current lower rates. Also, brokered deposits typically demand higher rates which have directly impacted our net interest margin. Brokered deposits are a secondary source of funding the Company has used in the past which helped to fund loan demand in prior years. Management has worked to reduce dependency on this funding source during ~~2011~~2012 and ~~2010~~2011.

The yield on interest-earning assets ~~increased~~decreased from approximately 5.839% to 5.905%, or 740 basis points, from December 31, ~~2010~~2011 to December 31, ~~2011~~2012. The ~~increase~~decrease in the yield on interest-earning assets is primarily the result of the ~~increase~~decrease in the yield on average loans of 8approximately 40 basis points to 6.743% in ~~2011~~2012 as compared to 6.667% in ~~2010 and the increase in the yield on average securities of 12 basis points to 2~~2011.~~38%~~ ~~as compared to 2.26% in 2010.~~ Average loans represented 8180.7% and 81.67% of total interest-earning assets at December 31, ~~2011~~2012 and ~~2010~~2011, respectively. ~~Stabilization~~The ~~and~~decrease ~~slight~~in ~~improvement of~~ our yield on average loans is primarily due to ~~our~~ continued ~~focus~~economic onpressures ~~the~~and ~~establishment~~competition ofthat ~~interest~~are ~~rate~~holding ~~floors~~interest onrates ~~new and renewing loans~~lower.

The key performance measure for net interest income is the net interest margin or net yield, which is net interest income divided by total average interest-earning assets. Interest-earning assets consist of interest-bearing deposits at other financial institutions, loans, securities, and federal funds sold. Interest-bearing liabilities consist of interest-bearing deposits, note payable, federal funds purchased, Federal Home Loan Bank advances, securities sold under repurchase agreements, and trust preferred securities.

The net interest margin increased to 3.607% for the year ended December 31, ~~2011~~2012 as compared to 3.026% for the year ended December 31, ~~2010~~2011. The yield on interest-earning assets and rates paid on interest-bearing liabilities is impacted by the 400 basis point decrease in the Prime Rate since December 31, 2007, and the fact that Prime has not changed since December 2008.

Interest Income and Interest Expense

The following table sets forth the amount of our interest income or interest expense for each category of interest-earning assets and interest-bearing liabilities and the average interest rate for total interest-earning assets and total interest-bearing liabilities, net interest spread and net interest margin.

	Years Ended December 31,
	2011								2010
	2012								2011
	AverageBalance			Income /Expense		Yields /Rates			AverageBalance			Income /Expense		Yields /Rates
	(Dollars in thousands)
Earning assets:
Loans, net of unearned income (1)(2)	$	202,394		$	13,651		6.74	%	$	217,778		$	14,497		6.66	%
Loans, net of unearned income (1) (2)	$	195,642		$	12,329		6.30	%	$	202,394		$	13,651		6.74	%
Securities (4)		4044,~~287~~197			~~958~~977		2.3821	%		4640,~~399~~287			~~1,047~~958		2.2638	%
Interest-bearing deposits in other financial institutions		~~530~~726			12		0.1928	%		~~182~~530			31		10.6419	%
Federal funds sold		41,~~639~~975			41		0.0905	%		24,~~449~~639			54		0.2009	%
Total interest-earning assets		~~247~~242,~~850~~540			1413,~~614~~309		5.9049	%		~~266~~247,~~808~~850			1514,~~552~~614		5.8390	%
Non-interest earning assets:
Cash and due from banks		87,~~371~~629								8,~~654~~371
Unrealized gains on securities available for sale		(37	)							644
Unrealized gains(losses) on securities available for sale		217								(37	)
Allowance for loan losses		(5,~~463~~241	)							(5,~~812~~463	)
Other assets		5152,~~668~~933								4451,~~327~~668
Total Assets	$	~~302~~298,~~389~~078							$	~~314~~302,~~621~~389
Interest-bearing liabilities
Interest bearning demand and savings deposits	$	3536,~~698~~671			~~328~~203		0.9154	%	$	35,~~999~~698			~~380~~328		10.0591	%
Time deposits		~~217~~209,~~327~~254			53,~~198~~960		21.3989	%		~~219~~217,~~120~~327			65,~~833~~198		32.1239	%
Total deposits		~~253~~245,~~025~~925			54,~~526~~163		21.1869	%		~~255~~253,~~119~~025			75,~~213~~526		2.8318	%
Other short-term borrowings		5,~~792~~775			4338		0.7466	%		135,~~883~~792			~~152~~43		10.0974	%
Long-term debt		3,403			~~131~~142		34.8517	%		3,403			~~127~~131		3.7485	%
Total interest-bearing liabilities		~~262~~255,~~220~~103			54,~~700~~343		21.1770	%		~~272~~262,~~405~~220			75,~~492~~700		2.7517	%
Non-interest bearing demand		2831,~~082~~486								28,~~327~~082
Other liabilities		21,~~868~~850								42,~~107~~868
Stockholders’ equity (3)		9,~~219~~639								9,~~782~~219
Total Liabilities and Stockholders’ Equity	$	~~302~~298,~~389~~078							$	~~314~~302,~~621~~389
Net interest income/net interest spread				$	8,~~914~~966		3.7278	%				$	8,~~060~~914		3.0872	%
Net yield on earning assets							3.6070	%							3.0260	%

(1) Average loans exclude average nonaccrual loans of $2723.08 million and $2327.80 million for the years ended December 31, ~~2011~~2012 and ~~2010~~2011, respectively.

(2) Average loans are net of deferred loan fees and unearned interest. Interest on loans includes approximately $~~909~~696 thousand and $~~1.3~~909 ~~million~~thousand of loan fee income for the years ended December 31, ~~2011~~2012 and ~~2010~~2011.

(3)	Includes average unrealized losses on securities available for sale, net of tax.

(4)	Yields on the securities, which includes nontaxable securities, are not presented on a tax-equivalent basis.

Rate and Volume Analysis

The following table describes the extent to which changes in interest rates and changes in volume of interest-earning assets and interest-bearing liabilities have affected our interest income and expense during the year indicated. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (1) change in volume (change in volume multiplied by old rate); (2) change in rate (change in rate multiplied by old volume); and (3) a combination of change in rate and change in volume. The change in interest income and interest expense attributable to both volume and rate has been allocated proportionately to the change due to volume and the change due to rate. The following table represents information as of December 31, ~~2011~~2012 against December 31, ~~2010~~2011.

	2011 vs. 2010Changes Due To:
	2012 vs. 2011Changes Due To:
	Rate			Volume			~~Increase~~(Decrease)
	(Dollars in thousands)
Increase (decrease) in:
Interest on loans	$	~~175~~(963	)	$	(~~1,021~~359	)	$	(~~846~~1,322	)
Interest on securities		54(47	)		~~(143~~66	)		~~(89~~19	)
Interest on interest-bearing deposits in other financial institutions		(5—	)		31			(21	)
Interest on federal funds sold		—(1	)		(12	)		(13	)
Total interest income		~~224~~(1,011	)		(~~1,162~~294	)		(~~938~~1,305	)
Interest on interest-bearing demaind and savings deposits		(49	)		(3	)		(52	)
Interest on interest-bearing demand and savings deposits		(135	)		10			(125	)
Interest on time deposits		(1,~~580~~056	)		(55182	)		(1,~~635~~238	)
Interest on short-term borrowings		(395	)		~~(70~~—	)		(~~109~~5	)
Interest on long-term debt		411			—			411
Total interest expense		(1,~~664~~185	)		(~~128~~172	)		(1,~~792~~357	)
Net interest income	$	~~1,888~~(174	)	$	~~(1,034~~122	)	$	~~854~~(52	)

Provision for Loan Losses

The provision for loan losses is based on management’s evaluation of the economic environment, the history of charged off loans and recoveries, size and composition of the loan portfolio, nonperforming and past due loans, and other aspects of the loan portfolio. We review the allowance for loan loss on a quarterly basis and make provisions as necessary. Additional discussions on loan quality and the allowance for loan losses are included in the Asset Quality section of this report, Note 1 to the Consolidated Financial Statements, and above in the Critical Accounting Policies section of this report.

A provision of $21,~~746~~722,~~000~~277 was made for the year ended December 31, ~~2011~~2012 as compared to a provision of $~~470~~2,746,000 made for the year ended December 31, ~~2010~~2011. The allowance for loan loss as a percentage of total loans was 2.3448% and 2.2134% at December 31, ~~2011~~2012 and December 31, ~~2010~~2011, respectively. Net charge-offs as a percentage of average outstanding loans were 10.2768% in ~~2011~~2012 and 01.7823% in ~~2010~~2011. Net loan charge-offs ~~increased~~ decreased $~~920~~1.3 million ~~thousand~~ to $21.85 million for the year ended December 31, ~~2011~~2012 when compared to $12.98 million for the year ended December 31, ~~2010~~2011.

Other Income

Other income increased ~~decreased~~ by approximately $~~241~~356 thousand for the year ended December 31, ~~2011~~2012 with $2.49 million compared to $2.65 million for the same period in ~~2010~~2011. The most significant component of other income is service charges on deposit accounts which accounts for 5951% and 5855% of total other income for the years ended December 31, ~~2011~~2012 and ~~2010~~2011, respectively. Service charges on deposit accounts include monthly service charges, non-sufficient funds (“NSF”) charges, and other miscellaneous maintenance fees. The amount of service charges fluctuates with the volume of transaction accounts and the volume of NSF activity. The decrease in other income for the year ended December 31, 2011 is largely due to the decreases in gains on sales of

service charges fluctuates with the volume of transaction accounts and the volume of NSF activity. The increase in other income for the year ended December 31, 2012 is largely due to the increases in gains on sales of securities available for sale of approximately $~~165~~111 thousand when comparing ~~2011~~2012 to ~~2010~~2011. ~~For~~In ~~2011~~addition, afor ~~loss~~the onyear ~~sales~~ended ofDecember 31, ~~foreclosed~~2012, ~~real~~service ~~estate~~charges ~~was~~on ~~recorded~~deposit ~~for~~accounts increased $3779 thousand when compared to ~~2010 of~~2011, aand ~~gain~~rental onincome ~~sales~~increased of$115 ~~foreclosed~~thousand ~~real~~when ~~estate~~compared ofto ~~$26 thousand~~2011.

Other Expenses

Other expenses ~~decreased~~increased by approximately $311.6 ~~thousand~~million for the year ended December 31, ~~2011~~2012 with $1011.19 million compared to $10.23 million for the same period in ~~2010~~2011. This ~~decrease~~increase is primarily athe result of aan ~~reduction~~increase ofin ~~other~~expenditures, ~~operating~~valuation ~~expenses~~adjustments ofand ~~$97~~writedowns ~~thousand~~related ~~with~~to ~~regulatory~~foreclosed ~~assessment~~real ~~fees~~estate ~~decreasing~~of $~~316~~895 thousand ~~and~~to ~~telephone~~$1.7 ~~expenses~~million ~~decreasing~~for ~~approximately~~the ~~$92~~year ~~thousand~~ended ~~offset~~December 31, by2012 afrom $~~282~~816 thousand ~~increase~~for inthe ~~other~~year ~~real~~ended ~~estate~~December 31, 2011. Other operating expenses increased from $4.5 ~~Occupancy~~million ~~and~~for ~~equipment~~2011 to $5.2 million for 2012. The increase in other operating expenses ~~decreased~~of $24675 thousand ~~when~~for ~~comparing~~2012 ~~the~~as ~~year~~compared ~~ended~~to ~~December 31,~~ 2011 primarily related to ~~the~~a $262 ~~year~~thousand ~~ended~~impairment ~~December 31~~charge, ~~2010.~~a ~~Salaries~~$150 ~~and~~thousand ~~employee~~increase ~~benefits~~in ~~increased~~audit ~~$90 thousand~~and ~~for~~professional ~~2011~~fees, ~~when~~a ~~compared~~$131 tothousand ~~2010.~~increase Atin ~~December 31,~~general ~~2011~~liability insurance, ~~the~~and ~~number~~a of$110 ~~full-time~~thousand ~~equivalent~~increase ~~employees~~in ~~was~~computer 81expenses as compared to 782011 ~~at December 31, 2010~~amounts.

Occupancy and equipment expenses decreased $20 thousand when comparing the year ended December 31, 2012 to the year ended December 31, 2011. Salaries and employee benefits increased $17 thousand for 2012 when compared to 2011. At December 31, 2012, the number of full-time equivalent employees was 83 compared to 78 at December 31, 2011.

We continue to be a high volume, consumer oriented bank. This strategy continues to be beneficial to us in many ways; however, with high volume generally comes increased expenses, costs and operating losses. Management closely monitors these activities and the related costs.

The mortgage company previously originated loans which were table funded through independent investors. During third quarter 2008, the mortgage company became dormant due to declines in the real estate market. Operations since this time consist of operating expenses and taxes only. The net loss for the ~~year~~years ended December 31, ~~2011~~2012 and December 31, ~~2010~~2011 was $3,~~289~~389 and $43,~~299~~289, respectively.

Income Tax Benefits

As of December 31, ~~2011~~2012, the Company has no more income taxes that it could recover from prior periods. Because of this tax situation, and the uncertainty of the realizability of deferred income taxes, no tax benefit has been recorded for the year ended December 31, ~~2011~~2012 and ~~2010~~2011.

Return on Equity and Assets

The following table shows return on assets, return on equity, dividend payout ratio and stockholders’ equity to assets ratio for the years indicated.

	Year Ended December 31,
	2011			2010
	2012			2011
Return on assets (1)		-0.5358	%		-0.0153	%
Return on equity (2)		-1720.3003	%		0-17.3730	%
Dividend payout (3)		0.00	%		0.00	%
Equity to assets (4)		32.0591	%		3.1105	%

(1)	Net income (loss) divided by average total assets.

(2)	Net income (loss) divided by average equity.

(3)	Dividends declared per share of common stock divided by basic loss per share.

(4)	Average equity divided by average total assets.

FINANCIAL CONDITION

Total assets increased approximately $~~571~~4.8 ~~thousand~~million, or 01.26%, from ~~2010~~2011 to ~~2011~~2012 with $~~295.9~~301 million. The increase was largely due to an increase of $15.7 million from ~~cash~~federal ~~and~~funds ~~due~~sold ~~from banks~~ and an increase of $~~5.6~~778 ~~million~~thousand in ~~securities available for sale. Loans,~~cash net of unearned income decreased $15.4 million with $10.3 million in loans moving to foreclosed real estate and $3.1 million in loans being charged off during 2011. The remaining decrease in loans is attributed to payoff of loans from customers. The loan to deposit ratio at December 31, 2011 was 79.5% compared to 85.6% at December 31, 2010.

Total deposits increased $1.6 million, or 0.6%, when comparing December 31, 2011 to December 31, 2010. This increase is attributed to $6.4 million increase in non-interest bearing demand deposits, interest-bearing demand

~~deposits, money market~~ and ~~savings~~due ~~accounts~~from ~~with~~banks. aLoans, ~~decrease~~net inof ~~time~~unearned ~~deposits~~income ofdecreased $42.85 million. ~~Time~~with ~~deposits of~~ $~~100,000~~3.4 ormillion ~~more~~in ~~increased~~loans ~~during~~moving ~~this~~to ~~same~~foreclosed ~~time~~real ~~period~~estate byand $131.37 million, toin ~~$126.4 million,~~loans ~~while~~being ~~other~~charged ~~time~~off ~~deposits decreased~~ during ~~the period by $18~~2012.1 ~~million,~~These decreases toin ~~$84.8~~loans ~~million.~~were ~~Noninterest-bearing~~offset ~~demand~~by ~~deposits~~additional ~~accounted~~loans ~~for~~to 10customers.3% ~~and~~The ~~8.9%~~loan ofto ~~total~~deposit ~~deposits~~ratio at December 31, ~~2011~~2012 ~~and~~was ~~2010, respectively~~77.4% ~~Brokered certificates~~compared ~~of deposits decreased $5.7 million~~ to ~~$13~~79.95% ~~million~~at ~~as of~~ December 31, 2011.

~~Stockholders’~~Total ~~equity~~deposits ~~decreased~~increased by $14.0 4 million, ~~for~~or 1.6%, when comparing December 31, 2012 to December 31, 2011. This ~~net~~increase ~~decrease~~is ~~consisted~~attributed ofto ~~net~~$4.7 ~~loss~~million increase in non-interest bearing demand deposits. Time deposits of $1100,000 or more increased during this same time period by $11.65 million, ~~proceeds~~to ~~from~~$137.9 ~~issuance~~million, ofwhile ~~common~~other ~~stock~~time ofdeposits decreased during the period by $~~110~~10.5 ~~thousand~~million, ~~dividends~~to ~~declared~~$74.3 onmillion. ~~preferred~~Noninterest-bearing ~~stock~~demand deposits accounted for 11.8% and 10.3% of ~~$62~~total ~~thousand~~deposits at December 31, 2012 and ~~net~~2011, ~~increases~~respectively. inBrokered ~~accumulated~~certificates ~~other comprehensive~~of ~~income~~deposits ofdecreased $~~507~~7.7 ~~thousand~~million to $6.2 million as of December 31, 2012.

~~Average~~Stockholders’ ~~total~~equity ~~assets~~increased ~~decreased~~by $~~12.2~~215 ~~million~~thousand ~~from~~for ~~2010~~the toyear ~~2011.~~ended ~~Average~~December 31, ~~interest-earning assets decreased $18~~2012.9 ~~million~~This ~~from~~increase ~~2010~~consisted toof ~~2011,~~net ~~including~~loss ~~a decrease~~ of $151.47 million, proceeds infrom ~~average~~issuance ~~total~~of ~~loans,~~common ~~and~~stock aof ~~decrease in~~ $61.1 million ~~in securities~~, ~~offset~~proceeds ~~by an increase in federal funds sold~~ of ~~$2.2~~preferred ~~million~~stock ~~and an increase~~ of $~~348~~1 ~~thousand in interest-bearing deposits in other financial institutions. Average interest-bearing liabilities decreased during the same period by $10.2~~ million ~~from $272.4 million to $262.2 million~~, ~~largely~~dividends ~~due~~declared toon apreferred ~~decrease~~stock of $~~8.1~~62 ~~million~~thousand, ~~in average Federal Home Loan Bank advances~~ and anet decrease ~~of $2.1 million~~ in ~~average~~accumulated ~~interest~~other ~~bearing~~comprehensive ~~deposits.~~income ~~These~~of ~~increases~~$121 ~~and decreases in average balances for the year ended December 31, 2011 reflect management’s attempts to maximize interest-earning assets and the overall margin~~thousand.

Average total assets decreased $4.3 million from 2011 to 2012. Average interest-earning assets decreased $5.3 million from 2011 to 2012, including a decrease of $6.8 million in average total loans, and a decrease in average federal funds sold of $2.7 million, offset by an increase of $3.9 million in securities and an increase of $196 thousand in interest-bearing deposits in other financial institutions. Average interest-bearing liabilities decreased during the same period by $7.1 million from $262 million to $255 million, largely due to a decrease of $8 million in average time deposits. These decreases in average balances for the year ended December 31, 2012 reflect management’s attempts to maximize interest-earning assets and the overall margin.

SECURITIES AVAILABLE FOR SALE

Securities in our investment portfolio totaled $42.6 million at December 31, ~~2011~~2012, compared to $3742.06 million at December 31, ~~2010~~2011. The most significant ~~increases~~changes in the securities portfolio have resulted from the ~~purchases~~increase of $~~21.0~~2 million in ~~state,~~U.S ~~county~~Government ~~and~~sponsored ~~municipal~~enterprises ~~bonds~~ and $~~21.~~4.8 million in mortgage-backed securities, which were offset by the ~~sale~~ decrease of $76.47 million in state, county and municipal bonds~~, the sale and/or paydowns of $29~~.~~4 million~~ ~~in mortgage-backed securities and the sale and/or paydowns of $580 thousand in U.S. Government sponsored enterprise bond.~~ Gains on the sales of securities available for sale for ~~2011~~2012 were $~~404~~515 thousand. At December 31, ~~2011~~2012, the securities portfolio had unrealized net gains of approximately $7348 thousand.

	December 31,
	2011		2010
	2012		2011
	(Dollars in thousands)
Securities available for sale:
U.S. Government sponsored enterprises (GSEs)	$	—	$	583
Debt securities
State, county and municipals		15,964		2,208
U.S. Government sponsored enterprises (GSEs)	$	2,006	$	—
Mortgage-backed securities GSE residential		25,925		33,543
State, county and municipals		9,308		15,964
Trust preferred securities		628		628
Mortgage-backed securities GSE residential		30,881		25,925
Trust preferred securities		365		628
Equity securities		50		50
Total securities	$	42,~~567~~610	$	3742,~~012~~567

The following table set forth the maturities of the investment in debt securities at carrying value at December 31, ~~2011~~2012 and the related weighted yields. For presentation purposes, the equity securities are not included in the maturity table below because they have no contractual date.

	Maturity
	One Year or Less					One through Five Years					Five Through Ten Years					Over Ten Years
	Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield			Totals
	(Dollars in thousands)
Securities available for sale:
U.S. Government sponsored enterprises (GSEs)	$	—		0.00	%	$	—2,006		0.0070	%	$	—		0.00	%	$	—		0.00	%	$	—2,006
State, county and municipals		~~500~~512		63.3987	%		~~500~~800		61.5466	%		73,~~433~~047		23.8129	%		74,~~531~~949		4.2385	%		159,~~964~~308
Mortgage-backed securities
Mortgage-backed securities GSE residential		—		0.00	%		—		0.00	%		—		0.00	%		30,881		1.66	%		30,881
GSE residential		—		0.00	%		—		0.00	%		7		2.13	%		25,918		1.84	%		25,925
Trust preferred securities		—		0.00	%		262		9.50	%		—		0.00	%		103		3.70	%		365
Trust preferred securities		—		0.00	%		525		9.50	%		—		0.00	%		103		3.70	%		628
Total securities	$	512		3.87	%	$	3,068		1.24	%	$	3,047		3.29	%	$	35,933		2.11	%	$	42,560
Total securities	$	500		6.39	%	$	1,025		8.06	%	$	7,440		2.81	%	$	33,552		2.38	%	$	42,517

For the purpose of the maturity table, mortgage-backed securities, which are not due at a single maturity date, have been allocated over maturity groupings based on the weighted-average contractual maturities of underlying collateral. The mortgage-backed securities may mature earlier than their weighted-average contractual maturities because of principal prepayments.

LOANS

Total loans, net of unearned income decreased approximately $152.45 million, or 61.5315%, at December 31, ~~2011~~2012. This decrease is due to approximately $~~10.~~3.4 million in loans being transferred to foreclosed real estate and $3.1.7 million in loans being charged off during ~~2011~~2012.

At December 31, ~~2011~~2012, the Company had loan concentrations in real estate totaling $~~212,264,797~~210 million or 96.1% of total loans. Loans secured by the cash value of deposits or investments of $3~~,927,837~~.4 million or 1.85% of total loans. The remaining $~~4,722,866~~5.2 million or 2.14% of total loans consist of unsecured, vehicle, business asset and other loans.

The following table presents a summary of the loan portfolio (gross) according to type of loans.

	December 31,
	2011		2010
	2012		2011
	(Dollars in thousands)
Unsecured	$	~~848~~823	$	~~883~~848
Cash value		3,~~928~~393		43,~~825~~928
Residential real estate		3124,~~147~~604		3831,~~448~~147
Commercial real estate		~~181~~185,~~118~~352		~~186~~181,~~282~~118
Business assets		12,~~822~~622		31,~~386~~822
Vehicles		1,~~949~~687		21,~~586~~949
Other		~~104~~102		~~106~~104
Total Loans	$	~~220~~218,~~916~~583	$	~~236~~220,~~516~~916

The following table sets forth the contractual maturity distribution of loans as of December 31, ~~2011~~2012.

	2011
	2012
	(Dollars in thousands)
Commercial
One year or less	$	32,~~382~~881
After one through five years		1,~~785~~683
After five years		13,~~905~~445
Total Commercial Loans	$	78,~~072~~009
Construction
One year or less	$	87,~~454~~029
After one through five years		~~1,260~~571
After five years		23,~~707~~524
Total Construction Loans	$	1211,~~421~~124
Other
One year or less	$	82103,~~157~~151
After one through five years		7528,~~128~~461
After five years		4467,~~138~~838
Total Other Loans	$	~~201~~199,~~423~~450
Total Loans	$	~~220~~218,~~916~~583

The following table summarizes loans at December 31, ~~2011~~2012 with due dates after one year which have predetermined interest rates or floating or adjustable interest rates.

	2011
	2012
	(Dollars in thousands)
Predetermined interest rates	$	5528,~~313~~146,000
Floating or adjustable interest rates		7177,~~610~~376,000
Total	$	~~126~~105,~~923~~522,000

ASSET QUALITY

At year-end ~~2011~~2012, the loan portfolio was ~~74.4~~72% of total assets. Management considers asset quality to be of primary importance.

The following is a category detail of our allowance percentage and reserve balance by loan type at December 31, ~~2011~~2012 and December 31, ~~2010~~2011:

	December 31, 2011					December 31, 2010
	December 31, 2012					December 31, 2011
Loan Group Description	CalculatedReserves		Reserve %			CalculatedReserves		Reserve %
Unsecured	$	9777,~~961~~502		119.5542	%	$	6397,~~020~~961		711.1455	%
Cash Value		1617,~~727~~054		0.4350	%		516,~~210~~727		0.1143	%
Residential real estate		2,~~083~~328,~~285~~224		69.6946	%		2,~~258~~083,~~833~~285		56.8869	%
Commercial real estate		2,~~480~~259,~~770~~106		1.3722	%		2,~~234~~480,~~925~~770		1.2037	%
Business assets		~~299~~477,~~741~~511		1618.4521	%		~~316~~299,~~844~~741		916.3645	%
Vehicles		~~176~~230,~~021~~216		913.0365	%		~~141~~176,~~759~~021		59.4803	%
Other		—		0.00	%		5—		0.00	%
Unallocated		—		0.00	%		~~203,168~~—		0.00	%
Total Allowance for Loan Loss	$	5,~~154~~389,~~505~~613		2.3448	%	$	5,~~223~~154,~~764~~505		2.2134	%

Loans classified for regulatory purposes as loss, doubtful, substandard, or special mention that have not been included in the table above do not represent or result from trends or uncertainties which management reasonably expects will materially impact future operating results, liquidity, or capital resources. These classified loans do not represent material credits about which management is aware of any information which causes management to have serious doubts as to the ability of such borrowers to comply with the loan repayment terms.

As of December 31, ~~2010~~2012, the higher charge off percentage of residential real estate consisted largely of failed or struggling construction loans used to build or develop residential 1-4 family units. As a result of the decline in real estate, the related problem loans were identified and charged off as needed. As a result of the prior charge offs, the remaining residential real estate portfolio, consists of mostly owner occupied single family 1st or 2nd mortgage loans. In addition, by identifying other impaired residential loans and allocating specific reserves based on calculated impairments, the remaining portfolio of residential loans are considered to be primarily good to excellent credit quality. The current reserve percentage of residential real estate loans is an indicator of this activity due to historical losses and identified impairment write downs. ~~While~~The ~~the~~ amount of the calculated allowance for loan losses ~~for~~ for residential real estate has ~~decreased~~increased by $~~176~~245 thousand when comparing December 31, ~~2011~~2012 to December 31, ~~2010~~2011, however the charge offs in this segment has ~~increased~~decreased reflecting ~~the~~a ~~continuing~~stabilization ~~decline~~ in real estate values of outstanding ~~residential~~ residential real estate loans. As of December 31, ~~2011~~2012, management is still considers the remaining portfolio of residential loans that are not impaired to be primarily good to excellent credit quality. Management also believes that they have identified all impaired residential real estate loans as of December 31, ~~2011~~2012 and have allocated specific reserves based on calculated impairments.

Updated appraisals or evaluations are generally obtained annually for impaired collateral dependent loans and ORE. If there is a concern about the appraised value, the procedure is to contact the appraisal management company and discuss the concern. Next, the appraisal management company will perform an internal review of the appraisal and make their conclusions. The appraiser may be contacted by the appraisal management company and an adjustment or a new appraisal might be obtained. Only on a few occasions, adjustments were made to outdated appraisals. The individuals making the adjustment factored in the current economic factors, market conditions, recent sales and current trends on similar types of properties to determine a percentage for the adjustment. Property evaluations were used in lieu on appraisals as long as it is within USPAP guidelines. Appraisals are obtained for all collateral dependent loans at the initial underwriting. On annual reviews, updated appraisals are generally obtained. However, we used tax assessments, broker evaluations or present value of discounted cash flows to obtain a value until a new appraisal is obtained.

Information regarding certain loans and allowance for loan loss data for the years ended December 31, ~~2011~~2012 and ~~2010~~2011 is as follows:

	December 31,
	2011			2010
	2012			2011
	(Dollars in thousands)
Average amount of loans outstanding	$	~~229~~219,~~344~~441		$	~~242~~229,~~979~~344
Balance of allowance for loan losses at beginning of period	$	5,~~224~~155		$	65,~~649~~224
Loans charged off
Commercial		(~~219~~11	)		(11219	)
Real estate		(21,~~592~~657	)		(2,~~074~~592	)
Installment		(~~243~~25	)		(80243	)
		(3,054	)		(2,165	)
		(1,693	)		(3,054	)
Loans recovered
Commercial		1223			4412
Real estate		~~217~~172			~~197~~217
Installment		1011			2910
		239			270
		206			239
Net charge-offs		(21,~~815~~487	)		(12,~~895~~815	)
Additions to allowance charged to operating expense during period		21,~~746~~722			~~470~~2,746
Balance of allowance for loan losses at end of period	$	5,~~155~~390		$	5,~~224~~155
Ratio of net loans charged-off during the period to average loans outstanding		10.2368	%		01.7823	%

As of December 31, ~~2011~~2012, the Company had approximately $48.65 million in loans specifically evaluated for impairment with approximately $23.91 million in associated specific reserves. As of December 31, ~~2010~~2011 the Company had $5048.46 million in loans specifically evaluated for impairment with approximately $2.09 million in associated specific reserves. Impaired loans represented 22.02% and 2122.30% of the portfolio as of December 31, ~~2011~~2012 and December 31, ~~2010~~2011, respectively. Nonaccrual loans are by definition considered impaired loans and as such the impaired loans included $2427.49 million and $2924.54 million of nonaccrual loans as of December 31, ~~2011~~2012 and December 31, ~~2010~~2011, respectively.

We have noted an overall decrease in the amount of loans evaluated for impairment since December 31, ~~2010~~2011. The $~~1.8~~93 ~~million~~thousand decrease in impaired loans from December 31, ~~2010~~2011 to December 31, ~~2011~~2012 was due to athe ~~decrease~~chargeoff ~~in impaired business asset loans~~ and ~~real~~foreclosure ~~estate~~of ~~loans. The~~impaired ~~primary reason for the decrease in~~ real estate ~~impaired~~ loans ~~was due to foreclosure; however~~, ~~these decreases were partially~~ offset by further migration of certain real estate loans to impaired status. The overall level of impaired loans as of December 31, ~~2011~~ 2012 is ~~still~~lower ~~higher~~ than impaired loans as of December 31, ~~2009~~2011, ~~but~~and ~~lower than~~ December 31, 2010. The rate of loans migrating from performing status to non performing status appears to have ~~decreased~~stabilized.

The remaining portfolio of loans not considered impaired as of December 31, ~~2011~~2012 was $~~172.3~~170 million, and the allowance for loan losses associated with these loans was $2.23 million or 1.303% of the unimpaired principal balance. As of December 31, ~~2010~~2011, loans not considered impaired were $~~186~~172.13 million and the associated allowance was $32.2 million or 1.7330% of unimpaired principal balance. Management has determined that the allowance for loan losses in relation to unimpaired loans is reflective of the probable credit losses inherent in this portfolio based on its evaluation of the collectability of loans in light of historical experience, nature and volume of the unimpaired portfolio, overall portfolio quality, underlying collateral values and prevailing economic conditions. Overall, the Company charged off $73.41 million in ~~2009,~~2011 ~~$2.2 million in 2010~~ and $3.1.7 million in ~~2011~~ 2012. As the primary source of our charge-offs relates to real estate valuations on impaired loans, real estate values are noted as still declining but at

~~primary source of our charge-offs relates to real estate valuations on impaired loans, real estate values are noted as still declining but at~~ a much slower pace. Although, impaired loans as a percentage of the portfolio continues at a high level, charge offs as a percentage of loans was lower in ~~2010~~2012 than ~~2009~~2011; and ~~2011 trends, while slightly higher than prior year, are still positive and~~ overall economic conditions in our market appear to have stabilized. As of December 31, ~~2011~~2012, $~~212~~210 million of our $~~221~~219 million loan portfolio were either residential or commercial real estate loans, therefore our specific reserves on impaired loans are highly subject to changes in the underlying value of the collateral. We believe our allowance for loan losses as a percentage of loans is sufficient to cover probable losses.

NONPERFORMING ASSETS

The total amount of nonperforming assets, which includes nonaccruing loans, other real estate owned, repossessed collateral, and loans for which payments are more than 90 days past due was $4448.82 million at December 31, ~~2011~~2012, representing an increase of $53.8 3 million (~~14.~~7.5%) from December 31, ~~2010~~2011. This increase is attributable to increases of $13.75 million in ~~past~~nonaccrual ~~dues~~loans ~~over~~offset 90partially ~~days~~by ~~still~~a ~~accruing,~~ $91.25 million decrease in ~~foreclosed~~past ~~assets,~~dues ~~and~~over a90 ~~decrease~~days ofstill $5accruing.2 ~~million in nonaccrual loans.~~ Total nonperforming assets were 2022.361% of total loans at December 31, ~~2011~~2012, compared to 1620.5936% at December 31, ~~2010~~2011. Nonperforming assets represented 1516.150% of total assets at December 31, ~~2011~~2012, compared to 13.23% of total assets at December 31, ~~2010~~2011. Nonaccrual loans represented 1112.0883% of total loans outstanding at December 31, ~~2011~~2012, compared to 1211.5408% of total loans outstanding at December 31, ~~2010~~2011. There were no related party loans which were considered to be nonperforming at December 31, ~~2011~~2012.

At December 31, ~~2011~~2012 and ~~2010~~2011, nonperforming assets were as follows:

	December 31,
	2011		2010
	2012		2011
	(Dollars in thousands)
Total nonaccruing loans	$	2427,~~385~~927	$	2924,~~547~~385
Loans contractually past due ninety days or more as to interest or principal payments and still accruing		~~2,297~~767		~~620~~2,297
Other real estate owned		1819,~~152~~487		818,~~917~~152
Repossessed assets		2—		—2
Total nonperforming assets	$	4448,~~836~~181	$	3944,~~084~~836

It is our policy to discontinue the accrual of interest income when, in the opinion of management, collection of such interest becomes doubtful. This status is accorded such interest when (1) there is a significant deterioration in the financial condition of the borrower and full repayment of principal and interest is not expected and (2) the principal or interest is more than ninety days past due, unless the loan is both well-secured and in the process of collection. Accrual of interest on such loans is resumed when, in management’s judgment, the collection of interest and principal becomes probable.

Due to collateral values of the underlying collateral and losses already recognized, we do not anticipate significant additional losses related to identified impaired loans. Management believes the allowance for loan loss at December 31, ~~2011~~2012 is adequate to absorb any foreseeable losses in the loan portfolio.

DEPOSITS

Average deposits decreased approximately $2.3.7 million during ~~2011~~2012. This decrease is mostly attributed to the decrease in the average balance on time deposits. Average time deposits decreased $1.8.1 million to $~~217~~209.3 million during ~~2011~~2012 as compared to $~~219~~217.13 million during ~~2010~~2011. The decrease in average time deposits is attributed to the maturity of brokered time deposits and the lessening of the reliance on internet (out-of-market) funding as management is now concentrating on replacing these deposits with more traditional (“core”) deposits.

The following table sets forth the average amount of deposits and average rate paid on such deposits for the years ended December 31, 2011 and 2010.

	Years Ended December 31,
	2011					2010
	AverageBalance		Yields /Rates			AverageBalance		Yields /Rates
	(Dollars in thousands)
Non-interest bearing demand	$	28,082		0.00	%	$	28,327		0.00	%
Interest bearing demand and savings deposits		35,698		0.91	%		35,999		1.05	%
Time deposits		217,327		2.39	%		219,120		3.12	%
Total	$	281,107		2.18	%	$	283,446		2.83	%

The following table sets forth the average amount of deposits and average rate paid on such deposits for the years ended December 31, 2012 and 2011.

Time deposits greater than $100,000 totaled $126.4 million at December 31, 2011, compared to $113.0 million at December 31, 2010. Our overall change in time deposits between December 31, 2010 and December 31, 2011 was minimal; however, we did experience a shift in the size of our time deposits. This shift was primarily due to the continued effect of the increase in deposit insurance limits for time deposits and an overall decrease in brokered deposits. As brokered deposits (other deposits) mature, they are replaced with time deposits with lower interest rates resulting in (1) little or no effect on liquidity and (2) increased income due to significantly lower interest expense. The following table presents the maturities of time deposits of $100,000 or more as of December 31, 2011 for the periods indicated.


	Years Ended December 31,
	2012					2011
	Average Balance		Yields / Rates			Average Balance		Yields / Rates
	(Dollars in thousands)
Non-interest bearing demand	$	31,486		0.00	%	$	28,082		0.00	%
Interest bearing demand and savings deposits		36,671		0.54	%		35,698		0.91	%
Time deposits		209,254		1.89	%		217,327		2.39	%

Total	$	277,411		1.69	%	$	281,107		2.18	%

	(Dollars in thousands)
Three months or less	$	29,247
Over three through twelve months		52,741
Over twelve months		44,363
Total	$	126,351

Time deposits greater than $100,000 totaled $137.9 million at December 31, 2012, compared to $126.4 million at December 31, 2011. Our overall change in time deposits between December 31, 2011 and December 31, 2012 was minimal; however, we did experience a shift in the size of our time deposits. This shift was primarily due to the continued effect of the increase in deposit insurance limits for time deposits and an overall decrease in brokered deposits. As brokered deposits (other deposits) mature, they are replaced with time deposits with lower interest rates resulting in (1) little or no effect on liquidity and (2) increased income due to significantly lower interest expense. The following table presents the maturities of time deposits of $100,000 or more as of December 31, 2012 for the periods indicated.


	(Dollars in thousands)
Three months or less	$	30,928
Over three through twelve months		47,310
Over twelve months		59,628

Total	$	137,866

REGULATORY CAPITAL REQUIREMENTS

At December 31, ~~2011~~2012, our consolidated capital to asset ratios were considered significantly under capitalized, and the Bank’s capital levels and considered under capitalized based on guidelines established by regulatory authorities. At December 31, ~~2011~~2012, stockholders’ equity was $8.24 million versus $98.2 million at December 31, ~~2010~~2011. ~~This~~Stockholders’ ~~decrease~~equity isincreased ~~attributed~~by to$215 athousand for the year ended December 31, 2012. This increase consisted of net loss of $1.67 million, ~~being offset by~~ proceeds from issuance of common stock of $~~110~~1.1 ~~thousand~~million, proceeds of preferred stock of $1 million, dividends declared on preferred stock of $62 thousand, and net ~~increases~~decrease in accumulated other comprehensive income of $~~507~~121 thousand.

The primary sources of funds available to the holding company are the payment of dividends by our subsidiaries. Banking regulations limit the amount of the dividends that may be paid by our bank subsidiary without prior approval of the Bank’s regulatory agency. Currently, no dividends can be paid by the Bank to the holding company without regulatory approval. The payment of dividends is decided by the Board of Directors based on factors available to them at the time of declaration.

Banking regulations require us to maintain minimum capital levels in relation to assets. At December 31, 2011, Company’s and Bank’s capital ratios were considered significantly under capitalized based on regulatory minimum capital requirements. The minimum capital requirements and the actual capital ratios for the Company and Bank at December 31, 2011 are as follows:

	Actual					MinimumRequired forCapital AdequacyPurposes					Minimum RequiredFor ComplianceWith ConsentOrder
	Amount		Ratio			Amount		Ratio			Amount		Ratio
	(Dollars in Thousands)
As of December 31, 2011:
Total Capital to Risk Weighted
Assets:
Consolidated	$	14,075		5.47	%	$	20,585		8.00	%		N/A		N/A
Bank	$	15,237		5.93	%	$	20,566		8.00	%	$	25,708		10.00	%
Tier I Capital to Risk Weighted
Assets:
Consolidated	$	10,837		4.21	%	$	10,292		4.00	%		N/A		N/A
Bank	$	12,000		4.67	%	$	10,283		4.00	%		N/A		N/A
Tier I Capital to Average Assets:
Consolidated	$	10,837		3.62	%	$	11,961		4.00	%		N/A		N/A
Bank	$	12,000		4.02	%	$	11,952		4.00	%	$	23,904		8.00	%
	Actual					MinimumRequired forCapital AdequacyPurposes					Minimum RequiredFor ComplianceWith ConsentOrder
	Amount		Ratio			Amount		Ratio			Amount		Ratio
	(Dollars in Thousands)
As of December 31, 2010:
Total Capital to Risk Weighted
Assets:
Consolidated	$	16,176		6.21	%	$	20,825		8.00	%		N/A		N/A
Bank	$	16,600		6.38	%	$	20,801		8.00	%	$	26,001		10.00	%
Tier I Capital to Risk Weighted
Assets:
Consolidated	$	12,901		4.96	%	$	10,412		4.00	%		N/A		N/A
Bank	$	13,325		5.12	%	$	10,401		4.00	%		N/A		N/A
Tier I Capital to Average Assets:
Consolidated	$	12,901		4.17	%	$	12,382		4.00	%		N/A		N/A
Bank	$	13,325		4.31	%	$	12,370		4.00	%	$	24,739		8.00	%

Banking regulations require us to maintain minimum capital levels in relation to assets. At December 31, 2012, Company’s capital ratios were considered significantly under capitalized and the Bank’s capital levels and considered under capitalized based on regulatory minimum capital requirements. The minimum capital requirements and the actual capital ratios for the Company and Bank at December 31, 2012 are as follows:


	Actual					Minimum Required for Capital Adequacy Purposes					Minimum Required For Compliance With Consent Order
	Amount		Ratio			Amount		Ratio			Amount		Ratio
	(Dollars in Thousands)
As of December 31, 2012:
Total Capital to Risk Weighted
Assets:
Consolidated	$	14,435		5.55	%	$	20,818		8.00	%		N/A		N/A
Bank	$	15,758		6.06	%	$	20,800		8.00	%	$	26,000		10.00	%
Tier I Capital to Risk Weighted
Assets:
Consolidated	$	11,159		4.29	%	$	10,409		4.00	%		N/A		N/A
Bank	$	12,482		4.80	%	$	10,400		4.00	%		N/A		N/A
Tier I Capital to Average Assets:
Consolidated	$	11,159		3.79	%	$	11,788		4.00	%		N/A		N/A
Bank	$	12,482		4.24	%	$	11,779		4.00	%	$	23,558		8.00	%


	Actual					Minimum Required for Capital Adequacy Purposes					Minimum Required For Compliance With Consent Order
	Amount		Ratio			Amount		Ratio			Amount		Ratio
	(Dollars in Thousands)
As of December 31, 2011:
Total Capital to Risk Weighted
Assets:
Consolidated	$	14,075		5.47	%	$	20,585		8.00	%		N/A		N/A
Bank	$	15,237		5.93	%	$	20,566		8.00	%	$	25,708		10.00	%
Tier I Capital to Risk Weighted
Assets:
Consolidated	$	10,837		4.21	%	$	10,292		4.00	%		N/A		N/A
Bank	$	12,000		4.67	%	$	10,283		4.00	%		N/A		N/A
Tier I Capital to Average Assets:
Consolidated	$	10,837		3.62	%	$	11,961		4.00	%		N/A		N/A
Bank	$	12,000		4.02	%	$	11,952		4.00	%	$	23,904		8.00	%

We are not aware of any other recommendations by the regulatory authorities, events or trends, which, if they were to be implemented, would have a material effect on our liquidity, capital resources, or operations.

LIQUIDITY

Liquidity management involves the matching of the cash flow requirements of customer withdrawals of funds and the funding of loan originations, and the ability of our subsidiary bank to meet those requirements. Management monitors and maintains appropriate levels of liquidity so that maturities of assets and deposit growth are such that adequate funds are provided to meet estimated customer withdrawals and loan requests. We seek to meet liquidity requirements primarily through management of federal funds sold, securities available for sale, monthly amortizing loans, and the repayment of maturing single payment loans. We also maintain relationships with correspondent banks which can provide funds on short notice.

At December 31, ~~2011~~2012, the Bank’s liquidity ratio of 1012.3598% was considered satisfactory in relation to regulatory guidelines, although it was below internal targets. During the second quarter of 2010 the Company’s credit availability with the FHLB was rescinded. On March 23, 2011, the Company was notified that its credit availability had been reinstated for a maximum of 4% of total assets of the Bank. As of December 31, ~~2011~~2012, the Company

had availability with FHLB of $6.43 million. As of December 31, ~~2011~~2012, the Company had the ability to borrow up to $5 million in federal funds from correspondent banks. It also had an available repurchase line with a correspondent bank of $10 million and borrowing capacity through the Federal Reserve Discount Window of $2.53 million.

OFF BALANCE SHEET ARRANGEMENTS

Our financial statements do not reflect various commitments and contingent liabilities that arise in the normal course of business. These off-balance sheet financial instruments include commitments to extend credit and standby letters of credit. Such financial instruments are included in the financial statements when funds are distributed or the instruments become payable. Our exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. We use the same credit policies in making commitments as we do for on-balance sheet instruments. Although these amounts do not necessarily represent future cash requirements, a summary of our commitments as of December 31, ~~2011~~2012 are as follows:

	December 31, 2011
	December 31, 2012
	(Dollars in thousands)
Commitments to extend credit	$	4,~~196~~733
Financial standby letters of credit		~~544~~503
Other standby letters of credit		~~340~~488
	$	5,~~080~~724

CONTRACTUAL OBLIGATIONS

The following table presents the Company’s contractual obligations as of December 31, ~~2011~~2012.

	Payments Due After December 31, 2011
	Payments Due After December 31, 2012
	Total		1 Yearor Less		1-3Years		4-5Years		~~After5~~After ~~Years~~5Years
	(Dollars in thousands)
Note payable	$	275	$	275	$	—	$	—	$	—
Federal Home Loan Bank advances		5,500		5,500		—		—		—
Company guaranteed trust-preferred securities		3,403		—		—		—		3,403
Total contractual cash obligations	$	9,178	$	5,775	$	—	$	—	$	3,403

We did not have any material commitments for capital expenditures at December 31, ~~2011~~2012.

ASSET/LIABILITY MANAGEMENT

Our objective is to manage assets and liabilities to provide a satisfactory, consistent level of profitability within the framework of established cash, loan, investment, and capital policies. Certain officers are charged with the responsibility for monitoring policies and procedures that are designed to ensure acceptable composition of the asset/liability mix. It is the overall philosophy of management to support asset growth primarily through growth of core deposits of all categories deposited by individuals and corporations in our primary market area.

Our asset/liability mix is monitored on a regular basis. The objective of this policy is to monitor interest rate sensitive assets and liabilities so as to minimize the impact of substantial movements in interest rates on earnings. An asset or liability is considered to be interest rate-sensitive if it will reprice or mature within the time period analyzed, usually one year or less. The interest rate-sensitivity gap is the difference between the interest-earning assets and interest-bearing liabilities scheduled to mature or reprice within such time period. A gap is considered positive when the amount of interest rate-sensitive assets exceeds the amount of interest-rate liabilities. A gap is considered negative when the amount of interest rate-sensitive liabilities exceeds the interest rate-sensitive assets. During a period of rising interest rates, a negative gap would tend to adversely affect net interest income, while a positive gap would tend to result in an increase in net interest income,. Conversely, during a period of falling interest rates, a negative gap would tend to result in an increase in net interest income,

~~during a period of falling interest rates, a negative gap would tend to result in an increase in net interest income,~~ while a positive gap would tend to adversely affect net interest income. If our assets and liabilities were equally flexible and move concurrently, the impact of any increase or decrease in interest rates on net interest income would be minimal.

A simple interest rate “gap” analysis by itself may not be an accurate indicator of how net interest income will be affected by changes in interest rates. Accordingly, we also evaluate how the repayment of particular assets and liabilities is impacted by changes in interest rates.

Income associated with interest-earning assets and costs associated with interest-bearing liabilities may not be affected uniformly by changes in interest rates. In addition, the magnitude and duration of changes in interest rates may have a significant impact on net interest income. For example, although certain assets and liabilities may have similar maturities or periods of repricing, they may react in different degrees to changes in market interest rates. Interest rates on certain types of assets and liabilities fluctuate in advance of changes in general market rates, while interest rates on other types may lag behind changes in general market rates. In addition, certain assets, such as adjustable rate mortgage loans, have features (generally referred to as “interest rate caps and floors”) which limit the amount of changes in interest rates. Prepayment and early withdrawal levels also could deviate significantly from those assumed in calculating the interest rate gap. The ability of many borrowers to service their debts also may decrease during periods of rising interest rates.

Changes in interest rates also affect our liquidity position. We currently price deposits in response to market rates and it is our intention to continue this policy. If deposits are not priced in response to market rates, a loss of deposits could occur which would negatively affect our liquidity position.

At December 31, ~~2011~~2012, our cumulative one year interest rate sensitivity gap ratio was 84107%. The Company’s targeted ratio is 80% to 120% in this time horizon. This indicates that our interest-bearing ~~liabilities~~assets will reprice during this period at a rate faster than our interest-earning ~~assets~~liabilities.

The following table sets forth the distribution of the repricing of our interest-earning assets and interest-bearing liabilities as of December 31, ~~2011~~2012, as well as the interest rate sensitivity gap (i.e., interest rate sensitive assets less interest rate sensitive liabilities), the cumulative interest rate sensitivity gap, the interest rate sensitivity gap ratio (i.e., interest rate sensitive assets divided by interest rate sensitive liabilities) and the cumulative interest rate sensitivity gap ratio. The table also sets forth the time periods in which interest-earning assets and interest-bearing liabilities will mature or may reprice in accordance with their contractual terms. However, the table does not necessarily indicate the impact of general interest rate movements on the net interest margin since the repricing of various categories of assets and liabilities is subject to competitive pressures and the needs of our customers. In addition, various assets and liabilities indicated as repricing within the same period may in fact reprice at different times within such period and at different rates.

	WithinThreeMonths		AfterThreeMonthsButWithinOne Year			After OneYear ButWithinFiveYears			After FiveYears			Total
	(Dollars in thousands)
Interest-earning assets:
Interest-bearing deposits	$	~~636~~727	$	—		$	—		$	—		$	~~636~~727
Federal funds sold		~~595~~6,340		—			—			—			~~595~~6,340
Securities available for sale		~~550~~—		—511			13,~~025~~068			4038,~~992~~981			42,~~567~~560
Restricted equity securities		~~793~~692		—			—			—			~~793~~692
Loans (1)		~~110~~145,~~036~~996		3316,~~109~~512			4522,~~023~~070			86,~~363~~077			~~196~~190,~~531~~655
Total interest-earning assets		~~112~~153,~~610~~755		3317,~~109~~023			4625,~~048~~138			4945,~~355~~058			~~241~~240,~~122~~974
Interest-bearing liabilities:
Interest-bearing demand deposits and savings		3736,~~301~~064		—			—			—			3736,~~301~~064
Certificates, less than $100,000		1513,~~582~~049		3325,~~219~~951			3635,~~012~~294						8474,~~813~~294
Certificates, $100,000 and over		2930,~~247~~928		5247,~~741~~310			4459,~~363~~628			—			~~126~~137,~~351~~866
Note payable		275		—			—			—			275
Federal Home Loan Bank advances		—5,500		~~5,500~~—			—			—			5,500
Company guaranteed trust preferred securities		—		—			—			3,403			3,403
Total interest-bearing liabilities		8285,~~405~~816		9173,~~460~~261			8094,~~375~~922			3,403			257,~~643~~402
Interest rate sensitivity gap	$	3067,~~205~~939	$	(5856,~~351~~238	)	$	(3469,~~327~~784	)	$	4541,~~952~~655
Cumulative interest rate sensitivity gap	$	3067,~~205~~939	$	~~(28~~11,~~146~~701	)	$	(6258,~~473~~083	)	$	(16,~~521~~428	)
Interest rate sensitivity gap ratio		1.3779		0.3623			0.5726
Cumulative interest rate sensitivity gap ratio		1.3779		01.8407			0.7577			0.94

(1) Excludes nonaccrual loans of $2427.49 million.

We have included all interest-bearing demand deposits and savings deposits in the three month maturity category because these deposits can be withdrawn immediately and reprice immediately. However, based on our experience, the majority of these deposits are expected to remain in the Bank regardless of interest rate movements.

We actively manage the mix of asset and liability maturities to control the effects of changes in the general level of interest rates on net interest income. Except for its effect on the general level of interest rates, inflation does not have a material impact on us due to the rate variability and short-term maturities of our earning assets. In particular, approximately 6867% of the loan portfolio is comprised of loans that mature or reprice within one year.

EFFECTS OF INFLATION

The impact of inflation on banks differs from its impact on non-financial institutions. Banks, as financial intermediaries, have assets which are primarily monetary in nature and which tend to fluctuate in concert with inflation. A bank can reduce the impact of inflation if it can manage its rate sensitivity gap. This gap represents the difference between rate sensitive assets and rate sensitive liabilities. We, through our asset-liability committee, attempt to structure the assets and liabilities and manage the rate sensitivity gap, thereby seeking to minimize the potential effects of inflation. For information on the management of our interest rate sensitive assets and liabilities, see the “Asset/Liability Management” section.

ITEM 8.

FINANCIAL STATEMENTS

The following consolidated financial statements of the Registrant and its subsidiaries are included on Exhibit 13.1 of this Annual Report on Form 10-K:

Report of Independent Registered Public Accounting Firm on Financial Statements

Consolidated Balance Sheets—December 31, ~~2011~~2012 and ~~2010~~2011

Consolidated Statements of Operations—December 31, ~~2011~~2012 and ~~2010~~2011

Consolidated Statements of Comprehensive Loss—December 31, ~~2011~~2012 and ~~2010~~2011

Consolidated Statements of Stockholders’ Equity—December 31, ~~2011~~2012 and ~~2010~~2011

Consolidated Statements of Cash Flows—December 31, ~~2011~~2012 and ~~2010~~2011

Notes to Consolidated Financial Statements

Independent Registered Public Accounting Firm’s Report on Supplementary Information

Consolidating Balance Sheet—December 31, ~~2011~~2012

Consolidating Statement of Operations—December 31, ~~2011~~2012

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

None.

ITEM 9A.

CONTROLS AND PROCEDURES

The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) or 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered byunder this report, as required by paragraph (b) of Rules 13a-15 or 15d-15 of the Exchange Act. Based on such evaluation, such officers have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures are not effective at the ~~reasonable~~ reasonable level due to the material ~~weakness~~weaknesses described below.

In light of the material weakness described below, we performed additional analysis and other post-closing procedures to ensure our financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

Management’s Report of Internal Control ~~over~~Over Financial Reporting

The management of Capitol City Bancshares, Inc. and subsidiaries is responsible for establishing and maintaining adequate internal control over financial reporting. This internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles ~~generally~~general accepted in the United ~~States~~State of America. Management regularly monitors its internal control over financial reporting and takes appropriate action to correct any deficiencies that may be identified.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

The management of Capitol City Bancshares, Inc. and subsidiaries has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, ~~2011~~2012. To make this assessment, we used the criteria for effective ~~internal~~ internal control over financial reporting described in the Internal Control-Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission.

A material weakness is a deficiency, or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected in a timely basis by the Company’s internal controls.

We identified the following deficiency in internal control that we consider to be a material weakness:

Our system for monitoring valuation of foreclosed real estate and recording activity related to foreclosed real estate is materially deficient. Consideration of the valuation of foreclosed real estate noted a general failure to obtain updated valuations on properties held; approximately 24% of properties held had current valuations on file. Review of activity noted two instances in which transactions occurred during the year ended December 31, 2011; however, appropriate entries were not reflected during the period. The failure to monitor valuation and properly record transactions resulted in additional chargeoffs of loan balances and foreclosed real estate. The current system within the Bank is not adequately monitoring the valuation of foreclosed real estate or ensuring the timely and appropriate recognition of activity.

InA ~~order~~material toweakness ~~address~~is ~~the~~a ~~material~~deficiency ~~weakness~~or a combination of deficiencies in internal control over financial reporting, wesuch ~~have~~that ~~established~~there is a reasonable possibility that a material misstatement of the ~~following~~Company’s ~~policies:~~annual or interim financial statements will not be prevented or detected on a timely basis by the Company’s internal controls.

1)We ~~The~~identified ~~foreclosed~~the ~~real~~following ~~estate~~deficiencies ~~policy of Capitol City Bank and Trust Company is to obtain annual valuations, through either appraisals or evaluations, on foreclosed properties~~ in ~~accordance~~internal ~~with~~control ~~regulatory~~that ~~guidance. When performing evaluations;~~ we ~~will~~consider ~~use a discount~~ to ~~offset or adjust the valuations appropriately. The discount table percentages will~~ be ~~based~~material ~~on the age of the last valuation in file and known market conditions.~~weaknesses:

~~The~~Our system for monitoring valuation of foreclosed real estate ~~officer~~and ~~will~~recording ~~maintain~~activity related to foreclosed real estate is materially deficient. Consideration of the valuation of foreclosed real estate noted a ~~spreadsheet~~failure to obtain updated valuations on properties held; 7 of 60 properties held (comprising 32% of the total carrying value) did not have current valuations on file. Review of activity noted an instance in which ~~lists~~an ~~valuation~~in-substance ~~dates,~~foreclosure ~~values,~~transaction ~~listing~~occurred ~~agreements~~during the year ended December 31, ~~maturity~~2012; ~~dates~~however, ~~etc~~appropriate entries were not reflected during the period. ~~This~~The ~~information~~failure isto ~~monitored~~monitor valuation and ~~reviewed~~properly ~~monthly~~record bytransactions ~~the~~resulted ~~Special~~in ~~Asset~~additional ~~Manager~~chargeoffs of loan balances. ~~The~~Though ~~report~~improvements ~~will~~have bebeen ~~presented~~made toduring the ~~Board~~year, the current system within the Bank is not adequately monitoring the valuation of ~~Directors~~foreclosed ~~quarterly~~real estate or ensuring the time and appropriate recognition of activity.

Our system of internal controls regarding cash on hand, specifically detective controls over existence related to operations at one branch, is materially deficient. Subsequent to December 31, 2012, a material misappropriation of cash was identified at this branch location.

In order to address the material weaknesses, we have established the following policy changes in internal controls:

The foreclosed real estate policy of Capitol City Bank and Trust Company is to obtain annual valuations, through either appraisals or evaluations, on foreclosed properties in accordance with regulatory guidance.

The foreclosed real estate officer will maintain a spreadsheet which lists valuation dates, values, listing agreements, maturity dates, etc. This information will be monitored and reviewed monthly by the Special Assets Manager. The report will be presented to the Board of Directors quarterly.

Our policy is for the foreclosed real estate officer to obtain a current evaluation once it’s been determined that a property is being considered for foreclosure. The Special Assets Manager and foreclosed real estate officer will review monthly foreclosed property activity to ensure the book balance of the foreclosed property is balanced to the general ledger.

We have implemented changes in branch and operations personnel, in addition to implementing controls and providing training to strengthen our system of internal controls relating to cash on hand throughout the organization.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

ITEM 9B.

OTHER INFORMATION

None.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Code of Ethics

Upon written request, the Company’s Code of Ethics Policy shall be furnished to shareholders without charge. Please direct your written request to George Andrews, Capitol City Bancshares, Inc., 562 Lee Street, S.W., Atlanta, Georgia 30311.

The remaining information required by this Item is incorporated by reference to the Company’s Definitive Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the end of the fiscal year covered by this Annual Report.

ITEM 11.

EXECUTIVE COMPENSATION

The information required by this Item is incorporated by reference to the Company’s Definitive Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the end of the fiscal year covered by this Annual Report.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item is incorporated by the reference of the Company’s Definitive Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A with 120 days after the end of the fiscal year covered by this Annual Report.

ITEM 13.

CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

3637

PART IV

ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)

The following documents are filed as a part of this report:

(1) Financial Statements: The consolidated balance sheets of Capitol City Bancshares, Inc., and its subsidiaries as of December 31, ~~2011~~2012 and ~~2010~~2011, and the related consolidated statements of operations, consolidated statements of comprehensive income, consolidated statements of stockholders equity and consolidated statements of cash flows for each of the years in the two-year period ended December 31, ~~2011~~2012, together with the related notes and the report of the independent registered public accounting firm, of Nichols Cauley & Associates, LLC.

(2) Financial Statement Schedules: All schedules are omitted as the required information is inapplicable or the information is presented in the financial statements or related notes.

(3) Exhibits: A list of the Exhibits as required by Item 601 of Regulation S-K to be filed as part of this Annual Report is shown on the “Exhibit Index” filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 on April 13 15, ~~2012~~2013.


CAPITOL CITY BANCSHARES, INC.

BY:		/s/ George G. Andrews
		GEORGE G. ANDREWS, PRESIDENT AND CHIEF EXECUTIVE OFFICER

~~BY:~~38 ~~/s/ Tatina Brooks TATINA BROOKS, PRINCIPAL FINANCIAL & ACCOUNTING OFFICER~~

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George G. Andrews and William Thomas, and each of them, his or her attorney-in-fact, each with full power of substitution, for him or her in his or her name, place and stead, in any and all capacities, to sign any amendment to this Annual Report on Form 10-K, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and hereby ratifies and confirms all that said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities indicated on April 13 15, ~~2012~~2013.

Signature Title /s/ George G. Andrews ~~George G. Andrews~~ Director, President and Chief Executive Officer George G. Andrews /s/ Charles W. Harrison Director Charles W. Harrison ~~Director~~ /s/ Roy W. Sweat Director Roy W. Sweat ~~Director~~ /s/ William Thomas Director William Thomas ~~Chairman~~ /s/ Cordy T. Vivian Chairman Cordy T. Vivian ~~Director~~ /s/ Shelby Wilkes Director Shelby Wilkes ~~Director~~ /s/ Tarlee W. Brown Director Tarlee W. Brown ~~Director~~ /s/ Pratape Singh Director Pratape Singh ~~Director~~/s/ Tatina Brooks Chief Financial Officer Tatina Brooks (Principal Financial and Accounting Officer)

EXHIBIT INDEX

Exhibit No.		Document Description
2.1		Plan of Reorganization and Agreement of Merger, dated April 14, 1998, by and between Capitol City Bancshares, Inc., Capitol City Bank and Trust, and Capitol City Interim, Inc., which Agreement is included as Appendix “A” to the Proxy Statement included in this Registration Statement filed by Registrant on Form S-4 on September 30, 1998, Registration No. 333-64789 (incorporated by reference as Exhibit 2.1 to the Registrant’s 10-KSB files on March 31, 1999).
3.1		Articles of Incorporation of Registrant (incorporated by reference as Exhibit 3.1 to the Registrant’s 10-KSB filed on March 31, 1999).
3.1(A)		Amendment to the Articles of Incorporation of Registrant (incorporated by reference as Exhibit 3.1(A) to the Registrant’s Annual Report on Form 10-KSB filed on March 31, 2005).
3.1(B)		Articles of Amendment to the Articles of Incorporation of the Registrant filed February 9, 2008 (incorporation by referenced as Exhibit 3.1(B) to the Registrant’s Current Report on Form 8-K filed on February 15, 2008).
3.1(C)		Articles of Amendment to the Articles of Incorporation of the Registrant filed February 12, 2008 (incorporation by referenced as Exhibit 3.1(C) to the Registrant’s Current Report on Form 8-K filed on February 15, 2008).
3.1(D)		Articles of Amendment to the Articles of Incorporation of the Registrant filed February 15, 2008 (incorporation by referenced as Exhibit 3.1(D) to the Registrant’s Current Report on Form 8-K filed on February 15, 2008).
3.1(E)		Articles of Amendment to the Articles of Incorporation of the Registrant filed October 14, 2009 (incorporation by referenced as Exhibit 3.1(E) to the Registrant’s Quarterly Report on Form 10-Q filed on November 13, 2009).
3.1(F)		Articles of Amendment to the Articles of Incorporation of the Registrant filed July 13, 2010 (incorporated by reference as Exhibit 3.9 to the Registrant’s Current Report on Form 8-K filed on July 16, 2010).
3.2		Bylaws of Registrant (incorporated by reference as Exhibit 3.2 to the Registrant’s 10-KSB filed on March 31, 1999.
10.1		Capitol City Bancshares, Stock Option Plan, executed July 13, 1999 (filed as Exhibit 10.1 to Capitol City Bancshares, Inc. Annual Report on Form 10-KSB, filed with the Commission on March 30, 2000 and incorporated herein by reference).
10.2		Stock Option Agreement under the Capitol City Bancshares, Inc. Stock Option Plan between Capitol City Bancshares, Inc. and George Andrews, executed July 13, 1999 (filed as Exhibit 10.2 to Capitol City Bancshares, Inc. Annual Report on Form 10-KSB, filed with the Commission on March 30, 2000 and incorporated herein by reference).
10.3		Stock Option Agreement under the Capitol City Bancshares, Inc. Stock Option Plan between Capitol City Bancshares, Inc. and J. Al Cochran, executed July 13, 1999 that is a sample of the option agreements issued to all directors (filed as Exhibit 10.3 to Capitol City Bancshares, Inc. Annual Report on Form 10-KSB, filed with the Commission on March 30, 2000 and incorporated herein by reference).
13.1		Consolidated Financial Statements
21.1		Subsidiaries of the Company.
23.1		Consent of Nichols Cauley & Associates, LLC

24.1		Power of Attorney (on signature page).
31.1		Certification of the Registrant’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of the Registrant’s Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		18 U.S.C. Section 1350 Certifications of the Registrant’s Chief Executive Officer and Principal Financial and Accounting Officer.

EXHIBIT INDEX


Exhibit No.		Document Description
2.1		Plan of Reorganization and Agreement of Merger, dated April 14, 1998, by and between Capitol City Bancshares, Inc., Capitol City Bank and Trust, and Capitol City Interim, Inc., which Agreement is included as Appendix “A” to the Proxy Statement included in this Registration Statement filed by Registrant on Form S-4 on September 30, 1998, Registration No. 333-64789 (incorporated by reference as Exhibit 2.1 to the Registrant’s 10-KSB files on March 31, 1999).

3.1		Articles of Incorporation of Registrant (incorporated by reference as Exhibit 3.1 to the Registrant’s 10-KSB filed on March 31, 1999).

3.1(A)		Amendment to the Articles of Incorporation of Registrant (incorporated by reference as Exhibit 3.1(A) to the Registrant’s Annual Report on Form 10-KSB filed on March 31, 2005).

3.1(B)		Articles of Amendment to the Articles of Incorporation of the Registrant filed February 9, 2008 (incorporation by referenced as Exhibit 3.1(B) to the Registrant’s Current Report on Form 8-K filed on February 15, 2008).

3.1(C)		Articles of Amendment to the Articles of Incorporation of the Registrant filed February 12, 2008 (incorporation by referenced as Exhibit 3.1(C) to the Registrant’s Current Report on Form 8-K filed on February 15, 2008).

3.1(D)		Articles of Amendment to the Articles of Incorporation of the Registrant filed February 15, 2008 (incorporation by referenced as Exhibit 3.1(D) to the Registrant’s Current Report on Form 8-K filed on February 15, 2008).

3.1(E)		Articles of Amendment to the Articles of Incorporation of the Registrant filed October 14, 2009 (incorporation by referenced as Exhibit 3.1(E) to the Registrant’s Quarterly Report on Form 10-Q filed on November 13, 2009).

3.1(F)		Articles of Amendment to the Articles of Incorporation of the Registrant filed July 13, 2010 (incorporated by reference as Exhibit 3.9 to the Registrant’s Current Report on Form 8-K filed on July 16, 2010).

3.1(G)		Articles of Amendment to the Articles of Incorporation of the Registrant filed April 25, 2012 (incorporated by reference as Appendix B to the Registrant’s Definitive Proxy Statement filed with the Commission on April 30, 2012).

3.2		Bylaws of Registrant (incorporated by reference as Exhibit 3.2 to the Registrant’s 10-KSB filed on March 31, 1999.

3.3		Articles of Amendment to the Articles of Incorporation of the Registrant filed July 13, 2010 (incorporated by reference as Exhibit 3.3 to the Registrant’s Current Report on Form 8-K filed on July 16, 2010).

10.1		Capitol City Bancshares, Stock Option Plan, executed July 13, 1999 (filed as Exhibit 10.1 to Capitol City Bancshares, Inc. Annual Report on Form 10-KSB, filed with the Commission on March 30, 2000 and incorporated herein by reference).

10.2		Stock Option Agreement under the Capitol City Bancshares, Inc. Stock Option Plan between Capitol City Bancshares, Inc. and George Andrews, executed July 13, 1999 (filed as Exhibit 10.2 to Capitol City Bancshares, Inc. Annual Report on Form 10-KSB, filed with the Commission on March 30, 2000 and incorporated herein by reference).

10.3		Stock Option Agreement under the Capitol City Bancshares, Inc. Stock Option Plan between Capitol City Bancshares, Inc. and J. Al Cochran, executed July 13, 1999 that is a sample of the option agreements issued to all directors (filed as Exhibit 10.3 to Capitol City Bancshares, Inc. Annual Report on Form 10-KSB, filed with the Commission on March 30, 2000 and incorporated herein by reference).

13.1		Consolidated Financial Statements

21.1		Subsidiaries of the Company.

23.1		Consent of Nichols Cauley & Associates, LLC


24.1		Power of Attorney (on signature page).

31.1		Certification of the Registrant’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of the Registrant’s Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		18 U.S.C. Section 1350 Certifications of the Registrant’s Chief Executive Officer and Principal Financial and Accounting Officer.

101		Interactive Data File

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