UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

X		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the Quarterly Period ended June 30, 2017
		For the Quarterly Period ended September 30, 2017
OR
		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the Transition Period from _________to_________

Commission File No. 000-51907

Independence Bancshares, Inc.
(Exact name of registrant as specified in its charter)

South Carolina	20-1734180
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)

500 East Washington Street
Greenville, South Carolina 29601
(Address of principal executive offices)

(864) 672-1776(Registrant'’s telephone number, including area code)________________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ]

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

Large accelerated filer [ ]	Accelerated filer [ ]	Non-accelerated [ ]	Smaller reporting company [ X ]
			Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

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

Indicate the number of shares outstanding of each of the issuer'’s classes of common stock, as of the latest practicable date: 20,502,760 shares of common stock, par value $.01 per share, were issued and outstanding as of ~~August 11~~November 13, 2017.

Independence Bancshares, Inc.

Part I - Financial Information

Item 1. Financial Statements

Consolidated Balance Sheets

	June 30, 2017			December 31, 2016
	September 30, 2017			December 31, 2016
	(unaudited)			(audited)
Assets
Cash and due from banks	$	64,~~105~~244,~~896~~259		$	4,631,727
Federal funds sold		64,~~055~~277,000			6,143,000
Cash and cash equivalents		128,~~160~~521,~~896~~259			10,774,727
Interest bearing deposits in other institutions		8,750,000			10,500,000
Investment securities available for sale		27,~~497~~729,~~655~~006			2,499,805
Non-marketable equity securities		~~502~~483,~~550~~450			380,050
Loans, net of allowance for loan losses of $1,407,518 and $1,338,149, respectively		58,690,053			59,144,847
Loans, net of allowance for loan losses of $1,372,000 and $1,338,149, respectively		53,716,239			59,144,847
Accrued interest receivable		~~176~~217,~~264~~575			170,342
Property, equipment, and software, net		21,~~006~~980,~~364~~272			2,025,774
Other real estate owned and repossessed assets		21,~~153~~988,900			2,222,667
Bank owned life insurance		2,~~584~~603,~~826~~392			2,542,910
Other assets		~~261~~182,~~899~~682			187,935
Total assets	$	8986,~~784~~172,~~407~~775		$	90,449,057
Liabilities
Deposits:
Non-interest bearing	$	1211,~~139~~600,~~645~~301		$	13,723,903
Interest bearing		6361,~~958~~295,~~698~~192			65,983,745
Total deposits		7672,~~098~~895,~~343~~493			79,707,648
Federal Home Loan Bank advances		4,000,000			-
Securities sold under agreements to repurchase		445,979			113,598
Accrued interest payable		1112,~~324~~954			8,802
Accounts payable and accrued expenses		~~540~~526,~~988~~915			674,644
Total liabilities		8077,~~695~~441,~~634~~341			80,504,692
Commitments and contingencies
Shareholders’ equity
Preferred stock, par value $.01 per share; 10,000,000 shares authorized; 8,425 Series A shares issued and outstanding		84			84
Common stock, par value $.01 per share; 300,000,000 shares authorized; 20,502,760 shares issued and outstanding		205,028			205,028
Additional paid-in capital		43,053,599			43,053,599
Accumulated other comprehensive loss		(8,~~211~~444	)		(8,056	)
Accumulated deficit		(34,~~161~~518,~~727~~833	)		(33,306,290	)
Total shareholders’ equity		98,~~088~~731,~~773~~434			9,944,365
Total liabilities and shareholders’ equity	$	8986,~~784~~172,~~407~~775		$	90,449,057

The accompanying notes are an integral part of these consolidated financial statements.

Independence Bancshares, Inc.

Consolidated Statements of Operations and Comprehensive Income (Loss)
(unaudited)

Three Months Ended

~~Six~~Nine Months Ended

June 30,

September 30,

2017

2016

2017

2016

Interest income

Loans

~~898~~835,~~453~~938

~~845~~820,~~207~~984

12,~~704~~540,~~338~~276

12,~~675~~496,~~420~~404

Investment securities

67,~~802~~631

6561,~~886~~709

1321,~~536~~167

~~134~~195,~~084~~793

Federal funds sold and other

3957,~~375~~564

1615,~~224~~386

77135,~~518~~082

3248,~~865~~251

Total interest income

~~944~~901,~~630~~133

~~927~~898,~~317~~079

12,~~795~~696,~~392~~525

12,~~842~~740,~~369~~448

Interest expense

Deposits

8593,~~198~~118

8084,~~289~~896

~~164~~257,~~237~~355

~~158~~243,~~903~~799

Borrowings

8,~~069~~719

60103

1322,~~406~~125

78181

Total interest expense

93101,~~267~~837

8084,~~349~~999

~~177~~279,~~643~~480

~~158~~243,~~981~~980

Net interest income

~~851~~799,~~363~~296

~~846~~813,~~968~~080

12,~~617~~417,~~749~~045

12,~~683~~496,~~388~~468

Provision (reversal of provision) for loan losses

(47,~~447~~159

)

~~186~~179,~~702~~543

(68,000

)

Net interest income after provision for loan losses

~~855~~806,~~810~~455

~~846~~813,~~968~~080

12,~~431~~237,~~047~~502

12,~~751~~564,~~388~~468

Non-interest income

Service fees on deposit accounts

825,~~584~~139

2124,~~512~~329

3359,~~931~~070

4671,~~715~~044

Residential loan origination fees

5452,~~224~~506

5567,~~771~~167

~~104~~157,~~844~~350

99167,~~926~~093

SBA loan fees

119,306

Other income

30,~~644~~316

952,~~091~~042

6292,~~051~~367

1870,~~862~~904

Total non-interest income

93107,~~452~~961

86143,~~374~~538

~~200~~308,~~826~~787

~~284~~428,~~809~~347

Non-interest expenses

Compensation and benefits

~~556~~580,~~101~~154

~~646~~637,~~856~~297

1,~~188~~768,~~506~~660

1,~~306~~944,~~963~~260

Real estate owned activity

(325,~~410~~388

)

~~355~~(15,~~216~~473

)

4216,~~156~~768

~~364~~348,~~312~~839

Occupancy and equipment

134,~~110~~112

~~163~~188,~~939~~407

~~266~~400,~~178~~290

~~318~~507,~~813~~220

Insurance

5857,~~227~~136

5750,~~203~~272

~~118~~175,~~443~~579

~~115~~165,~~177~~449

Data processing and related costs

~~110~~158,~~756~~675

7790,~~902~~876

~~224~~383,~~572~~247

~~165~~256,~~774~~650

Professional fees

~~195~~290,~~020~~958

~~245~~234,~~465~~381

~~391~~682,~~414~~372

~~473~~707,~~153~~534

Product research and development expense

7627,~~708~~364

~~177~~204,~~190~~554

Other

~~106~~75,~~079~~875

95104,~~217~~521

~~256~~331,~~041~~916

~~200~~304,~~409~~930

Total non-interest expenses

1,~~156~~271,~~883~~522

1,~~718~~317,~~506~~645

23,~~487~~758,~~310~~832

34,~~121~~439,~~791~~436

Loss before income tax expense

(~~207~~357,~~621~~106

)

(~~785~~361,~~164~~027

)

(~~855~~1,~~437~~212,543

)

(1,~~085~~446,~~594~~621

)

Income tax expense

Net loss

(~~207~~357,~~621~~106

)

(~~785~~361,~~164~~027

)

(~~855~~1,~~437~~212,543

)

(1,~~085~~446,~~594~~621

)

Other comprehensive (loss) income, net of tax

Other comprehensive income (loss), net of tax

Unrealized (loss) gain on investment securities available for sale, net of tax

(2,612

)

72,777

(155

)

143,798

Unrealized gain (loss) on investment securities available for sale, net of tax

(233

)

9,712

(388

)

153,510

Reclassification adjustment included in net loss, net of tax

Other comprehensive (loss) income

(2,612

)

72,777

(155

)

143,798

Other comprehensive income (loss)

(233

)

9,712

(388

)

153,510

Total comprehensive loss

(~~210~~357,~~233~~339

)

(~~712~~351,~~387~~315

)

(~~855~~1,~~592~~212,931

)

(~~941~~1,~~796~~293,111

)

Net loss per common share – basic and diluted

(.0102

)

(.0402

)

(.0406

)

(.0507

)

Weighted average common shares outstanding – basic and diluted

20,502,760

The accompanying notes are an integral part of these consolidated financial statements.

Independence Bancshares, Inc.

Consolidated Statements of Changes in Shareholders’ Equity
(unaudited)

									Accumulated other
	Preferred stock			Common stock			Additional		comprehensive			Accumulated
	Shares	Amount		Shares	Amount	~~Amount~~	paid-in capital		income (loss)			deficit			Total
December 31, 2015	8,425	$	84	20,502,760	$	205,028	$	43,043,473	$	113,846		$	(30,718,272	)	$	12,644,159
Compensation expense related to stock options granted	-		-	-		-		10,~~128~~126		-			-			10,~~128~~126
Net loss	-		-	-		-		-		-			(1,~~085~~446,~~594~~621	)		(1,~~085~~446,~~594~~621	)
Other comprehensive income	-		-	-		-		-		~~143~~153,~~798~~510			-			~~143~~153,~~798~~510
June 30, 2016	8,425	$	84	20,502,760	$	205,028	$	43,053,601	$	257,644		$	(31,803,866	)	$	11,712,491
September 30, 2016	8,425	$	84	20,502,760	$	205,028	$	43,053,599	$	267,356		$	(32,164,893	)	$	11,361,174
December 31, 2016	8,425	$	84	20,502,760	$	205,028	$	43,053,599	$	(8,056	)	$	(33,306,290	)	$	9,944,365
Net loss	-		-	-		-		-		-			(~~855~~1,~~437~~212,543	)		(~~855~~1,~~437~~212,543	)
Other comprehensive loss	-		-	-		-		-		(~~155~~388	)		-			(~~155~~388	)
June 30, 2017	8,425	$	84	20,502,760	$	205,028	$	43,053,599	$	(8,211	)	$	(34,161,727	)	$	9,088,773
September 30, 2017	8,425	$	84	20,502,760	$	205,028	$	43,053,599	$	(8,444	)	$	(34,518,833	)	$	8,731,434

The accompanying notes are an integral part of these consolidated financial statements.

Independence Bancshares, Inc.

Consolidated Statements of Cash Flows
(unaudited)

	Six Months Ended
	Nine Months Ended
	June 30,
	September 30,
	2017			2016
Operating activities
Net loss	$	(~~855~~1,~~437~~212,543	)	$	(1,~~085~~446,~~594~~621	)
Adjustments to reconcile net loss to cash used in operating activities
Provision (reversal of provision) for loan losses		~~186~~179,~~702~~543			(68,000	)
Depreciation		5278,~~105~~197			~~105~~182,~~857~~567
Amortization of investment securities discounts/premiums, net		13,~~995~~127			79120,~~069~~651
Stock option expense related to stock options granted		-			10,~~128~~126
Net changes in fair value and (gains) losses on other real estate owned and repossessed assets		(951,~~318~~965	)		~~178~~133,~~842~~207
Increase in value of bank owned life insurance		(4160,~~916~~482	)		-(21,199	)
(Increase) decrease in other assets, net		(79,886	)		5,639
Loss on disposal of property, equipment and software		-			566
Decrease in other liabilities, net		(131,134	)		(484,522	)
Increase in other assets, net		(41,980	)		(284,001	)
Net cash used in operating activities		(876,889	)		(1,258,581	)
Decrease in other liabilities, net		(143,577	)		(411,852	)
Net cash used in operating activities		(1,249,680	)		(1,784,556	)
Investing activities
Net decrease in loans		~~103~~5,~~092~~084,065			2,~~086~~734,~~714~~658
Repayments of investment securities available for sale		-			~~354~~576,~~220~~492
Purchases of investment securities available for sale		(5,232,716	)		-
Maturities (purchases) of interest bearing deposits in other institutions		1,750,000			(250,000	)
(Purchases) redemption of non-marketable equity securities, net		(~~122~~103,~~500~~400	)		12,450
Purchase of property, equipment and software		(32,695	)		(1828,~~554~~140	)
Proceeds from sale of other real estate owned and repossessed assets		~~243~~450,~~085~~732			36418,~~000~~493
Purchase of bank owned life insurance		-			(2,500,000	)
Net cash provided by (used in) investing activities		1,~~940~~915,~~982~~986			(~~279~~963,~~170~~953	)
Financing activities
(Decrease) increase in deposits, net		(3,609,305	)		(3,552,648	)
Decrease in deposits, net		(6,812,155	)		(1,810,521	)
Federal Home Loan Bank advance		4,000,000			-
Decrease in securities sold under agreements to repurchase		(68107,619	)		(6351,~~723~~260	)
Net cash provided by (used in) financing activities		322,076			(3,616,371	)
Net cash used in financing activities		(2,919,774	)		(1,861,781	)
Net increase (decrease) in cash and cash equivalents		1,386,169			(5,154,122	)
Net decrease in cash and cash equivalents		(2,253,468	)		(2,682,384	)
Cash and cash equivalents at beginning of the period		10,774,727			13,899,795
Cash and cash equivalents at end of the period	$	128,~~160~~521,~~896~~259		$	811,~~745~~217,~~673~~411
Supplemental information:
Cash paid for
Interest	$	~~171~~275,~~121~~328		$	~~157~~243,~~692~~374
Income taxes	$	-		$	-
Schedule of non-cash transactions
Unrealized gain (loss) on securities available for sale, net of tax	$	(~~155~~388	)	$	~~143~~153,~~798~~510
Loans transferred to other real estate owned and repossessed assets	$	165,000		$	1,257,289

The accompanying notes are an integral part of these consolidated financial statements.

Notes to Unaudited Consolidated Financial Statements

NOTE 1 – NATURE OF BUSINESS AND BASIS OF PRESENTATION

Independence Bancshares, Inc. (the “Company”) is a South Carolina corporation organized to operate as a bank holding company pursuant to the Federal Bank Holding Company Act of 1956 and the South Carolina Banking and Branching Efficiency Act of 1996, and to own and control all of the capital stock of Independence National Bank (the “Bank”), a national association organized under the laws of the United States. Since opening for business on May 16, 2005, the Bank has operated as a traditional community bank in Greenville, South Carolina, fulfilling the financial needs of individuals and small businesses in its market. The Bank provides traditional checking and savings products insured by the Federal Deposit Insurance Corporation (the “FDIC”) and consumer, commercial and mortgage loans, as well as ATM and online banking, cash management and safe deposit boxes.

On September 25, 2017, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with First Reliance Bancshares, Inc. (“First Reliance”), the holding company for First Reliance Bank, Florence, South Carolina, which provides that, subject to the terms and conditions set forth in the Merger Agreement, the Company will merge with and into First Reliance, with First Reliance as the surviving corporation (the “Merger”). In addition, concurrently with or as soon as practicable following the Merger, the Bank will be merged with and into First Reliance Bank. Under the terms of the Merger Agreement, each share of common stock of the Company will be converted into the right to receive a cash payment of $0.125 and each share of Series A Preferred Stock of the Company will be redeemed for $1,000 per share. The Merger is subject to, among other things, regulatory approval and the approval of the Company’s shareholders, as well as other customary closing conditions, as well as requirements to maintain balances for total loans of no less than $50 million, total deposits of no less than $65 million, and shareholder equity of at least $300,000 as of December 31, 2017 and $100,000 as of March 1, 2018, without giving effect to reasonable expenses paid or incurred by the Company in connection with the Merger, which may not to exceed $525,000 plus accumulated other comprehensive income. The Merger is currently expected to close in the first quarter of 2018.

Basis of Presentation

The accompanying consolidated financial statements include the accounts of the Company and the Bank. In consolidation, all significant intercompany transactions have been eliminated. The accounting and reporting policies conform to accounting principles generally accepted in the United States and to general practices in the banking industry. All adjustments consist of normally recurring accruals that, in the opinion of management, are necessary for fair presentation of the consolidated financial position of the Company. The foregoing discussion is a summary only and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 (the “2016 10-K”) as filed with the Securities and Exchange Commission (the “SEC”) on March 24, 2017 and Management’s Discussion and Analysis in this Quarterly Report on Form 10-Q. Operating results for the three and ~~six~~nine month periods ended ~~June~~September 30, 2017 ~~are~~ are not necessarily indicative of the results that may be expected for the year ending December 31, 2017.

Reclassifications

Certain amounts have been reclassified to state all periods on a comparable basis. Reclassifications had no effect on previously reported shareholders’ equity or net loss.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amount of income and expenses during the reporting periods. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, other real estate owned, fair value of financial instruments, evaluating other-than-temporary impairment of investment securities and valuation of deferred tax assets.

Business Segments

Through December 31, 2016, the Company reported its activities as four business segments–—Community Banking, Transaction Services, Asset Management and Parent Only. In determining proper segment definition, the Company considers the materiality of a potential segment and components of the business about which financial information is available and regularly evaluated, relative to a resource allocation and performance assessment. As previously reported, the Company determined that segment reporting was no longer necessary based on the lack of activity in the Transaction Services and Asset Management segments. Substantially all of the Company’s consolidated activity for the three and ~~six~~nine months ended ~~June~~ September 30, 2017 was derived from community banking. Please refer to “Note 8–Business Segments” for further information on the reporting for business segments.

Subsequent Events

Subsequent events are events or transactions that occur after the balance sheet date but before financial statements are issued. Recognized subsequent events are events or transactions that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements. Non-recognized subsequent events are events that provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date. Management performed an evaluation to determine whether or not there have been any subsequent events since the balance sheet date, and concluded that no subsequent events had occurred requiring accrual or disclosure through the date of this filing.

NOTE 2 – LIQUIDITY AND CAPITAL CONSIDERATIONS

The Company

The Company’s cash balances, independent of the Bank, were approximately $1.75 million at ~~June~~ September 30, 2017 compared to cash balances of approximately $1.8 million at December 31, 2016. Liquid assets decreased by $~~162~~330,~~260,~~299 ~~a slight decrease~~ from December 31, 2016 asdue ato ~~result~~the payment of professional fees and data processing expenses incurred by ~~the~~ the Company. There were no expenses incurred related to the transaction services or or asset management segments during the ~~six~~nine month period ended ~~June~~September 30, 2017. See “Note 8–—Business Segments” for additional information related to the transaction services segment.

If ~~the~~we ~~Company~~are ~~decides~~unable to consummate the Merger and decide to pursue new business strategies or plans, the Company may not have sufficient working capital to bring the development to operational capability and would need to raise additional capital. The Company’s ability to raise additional capital will depend on a number of factors outside of its control, including conditions in the capital markets. There is a risk that the Company would not be able to raise the capital it needs at all or upon favorable terms. If the Company cannot raise capital when needed, the Company would not be able to implement any such strategies or plans and the Company may be subject to increased regulatory supervision and restriction. Any restrictions imposed by regulators could have a material adverse effect on the Company’s financial condition and results of operations, whether directly or indirectly.

The Bank

Our ability to maintain and expand our deposit base and borrowing capabilities serves as our primary source of liquidity at the Bank. We currently have $128.26 million in cash and federal funds sold. If our cash needs at the Bank exceed that amount, we plan to liquidate temporary investments and generate deposits within our market. In addition, we will receive cash upon the maturity and sale of loans and the maturity of investment securities and investments in interest bearing deposits. Our investments in interest bearing deposits at ~~June~~September 30, 2017 amounted to $8.8 million, or 910.71% of total assets. Our investment securities available for ~~sale~~ sale at ~~June~~September 30, 2017 amounted to $27.57 million, or 29.80% of total assets. ~~Investment~~ Investment securities traditionally provide a secondary source of liquidity since they can be converted into cash in a timely manner. At ~~June~~September 30, 2017, $2.4 million of our investment portfolio was pledged against outstanding debt. Therefore, the related debt would need to be repaid prior to the securities being sold and converted to cash.

The Bank is a member of the Federal Home Loan Bank of Atlanta (“FHLB”), from which applications for borrowings can be made for leverage purposes. The FHLB requires that securities, qualifying mortgage loans, and stock of the FHLB owned by the Bank be pledged to secure any advances from the FHLB. At ~~June~~September 30, 2017, we had collateral that would support approximately $3129.39 million in additional borrowings. We are subject to the FHLB’s credit risk rating policy which assigns member institutions a rating that is reviewed quarterly. The rating system utilizes key factors such as loan quality, capital, liquidity, profitability, etc. Our ability to access our available borrowing capacity from the FHLB in the future is subject to our rating and any subsequent changes based on our financial performance as compared to factors considered by the FHLB in their assignment of our credit risk rating each quarter.

The Bank also pledges collateral to the Federal Reserve Bank’s Borrower-in-Custody of Collateral program, and our available credit under this program was $1210.04 million as of ~~June~~September 30, 2017.

The Bank has $5.5 million in federal funds purchased lines of credit through correspondent banks that are unsecured, but have not been utilized.

We believe our liquidity sources are adequate to meet our operating needs at the Bank. However, we continue to carefully focus on liquidity management during 2017. Comprehensive weekly and monthly liquidity analyses serve management as vital decision-making tools by providing summaries of anticipated changes in loans, investments, core deposits, and wholesale funds. These internal funding reports provide management with the details critical to anticipate immediate and long-term cash requirements, such as expected deposit runoff, loan pay downs and amount and cost of available borrowing sources, including secured overnight federal funds lines with our various correspondent banks.

The Consolidated Company

The Company’s level of liquidity is measured by the cash, cash equivalents, and federal funds sold to total assets ratio which was 139.59% at ~~June~~September 30, 2017 compared to 11.9% as of December 31, 2016. The ~~increase~~decrease in liquidity is due primarily to ~~the increase in cash and due from banks, partially offset by~~ a ~~slight~~ decrease in federal funds sold.

NOTE 3 -– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

For further information refer to the consolidated financial statements and footnotes thereto included in our 2016 10–K.

Cash and Cash Equivalents - For purposes of reporting cash flows, cash and cash equivalents include cash, amounts due from banks and federal funds sold. Generally, federal funds are sold for one-day periods. Due to the short term nature of cash and cash equivalents, the carrying amount of these instruments is deemed to be a reasonable estimate of fair value.

At ~~June~~September 30, 2017 and December 31, 2016, the Company had no restricted cash ~~totaling $2,000 with the FHLB~~. The Company places its deposits and correspondent accounts with and sells its federal funds to high quality institutions. Management believes credit risk associated with correspondent accounts is not significant.

Net Loss per Common Share - Basic loss per common share represents net loss divided by the weighted average number of common shares outstanding during the period. Diluted loss per share reflects additional common shares that would have been outstanding if dilutive potential common shares had been issued. Potential common shares that may be issued by the Company relate to outstanding stock options and warrants and are determined using the treasury stock method. For the three and ~~six~~nine month periods ended ~~June~~ September 30, 2017 and ~~June~~September 30, 2016, as a result of the Company’s net loss, all of the potential common shares were considered anti-dilutive.

Research and Development – All costs incurred to establish the technological feasibility of computer software to be sold, leased or otherwise marketed as research and development are expensed as incurred. Once technological feasibility has been established, the subsequent costs of producing, coding and testing the products should be capitalized. The expensing of computer software costs is discontinued when the product is available for general release for customers. The Company did not achieve technological feasibility in connection with the development its digital banking, payments and transaction services business and therefore expensed all computer software purchases and development expenses related to research and development. On September 25, 2015 the Company suspended the development of its digital banking business. During the year ended December 31, 2016 and 2015, we incurred product research and development expenses of approximately $250,000 and $2.2 million, respectively. The 2016 expenses related to remaining monthly contract costs which have since been completed, and no further research and development expenses have been incurred in 2017.

Fair Value Measurements - The Company determines the fair market values of its financial instruments based on the fair value hierarchy established in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures” (“ASC Topic 820”), which provides a framework for measuring and disclosing fair value under generally accepted accounting principles. ASC Topic 820 requires disclosures about the fair value of assets and liabilities recognized in the balance sheet in periods subsequent to initial recognition, whether the measurements are made on a recurring basis (for example, available for sale investment securities) or on a nonrecurring basis (for example, impaired loans).

ASC Topic 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC Topic 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1 – Valuations are based on quoted prices in active markets for identical assets or liabilities.

Level 2 – Valuations are based on observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Valuations include unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Income Taxes - The Company accounts for income taxes in accordance with FASB ASC Topic 740, “Income Taxes"”. Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been recognized in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be realized or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established to reduce deferred tax assets if it is determined to be “more likely than not” that all or some portion of the potential deferred tax asset will not be realized.

We did not recognize any income tax benefit or expense for the three and ~~six~~nine month periods ended ~~June~~September 30, 2017 and 2016 due to our net operating loss carryforward position. Accounting literature states that a deferred tax asset should be reduced by a valuation allowance if, based on the weight of all available evidence, it is more likely than not that the Company will not recognize the entire deferred tax asset. The determination of whether a deferred tax asset is realizable is based on weighting all available evidence, including both positive and negative evidence. In making such judgments, significant weight is given to evidence that can be objectively verified. We will continue to analyze our deferred tax assets and related valuation allowance on a quarterly basis, taking into account performance compared to forecasted earnings as well as current economic and internal information.

The Company believes that its income tax filing positions taken or expected to be taken in its tax returns will more likely than not be sustained upon audit by the taxing authorities, and does not anticipate any adjustments that will result in a material adverse impact on the Company’s financial condition, results of operations, or cash flows. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740.

Recently Issued Accounting Pronouncements - The following is a summary of recent authoritative pronouncements that may affect our accounting, reporting, and disclosure of financial information:

In May 2014, the FASB issued guidance to change the recognition of revenue from contracts with customers. The core principle of the new guidance is that an entity should recognize revenue to reflect the transfer of goods and services to customers in an amount equal to the consideration the entity receives or expects to receive. The guidance will be effective for the Company for reporting periods beginning after December 15, 2017. The Company will apply the guidance using a full retrospective approach. The Company does not expect these amendments to have a material effect on its financial statements. The Company’s revenue is comprised of net interest income and noninterest income. The scope of the guidance explicitly excludes net interest income as well as many other revenues for financial assets and liabilities including loans, leases, securities and derivatives. Accordingly, the majority of our revenues will not be affected. The Company is currently assessing our revenue contracts related to revenue streams that are within the scope of the standard. Our accounting policies will not change materially since the principles of revenue recognition from the ASU are largely consistent with existing guidance and current practices applied by our businesses. We have not identified material changes to the timing or amount of revenue recognition. Based on the updated guidance, we do anticipate changes in our disclosures associated with our revenues. We will provide qualitative disclosures of our performance obligations related to our revenue recognition and we continue to evaluate disaggregation for significant categories of revenue in this scope of the guidance.

In August 2015, the FASB deferred the effective date of ASU 2014-09, Revenue from Contracts with Customers. As a result of the deferral, the guidance in ASU 2014-09 will be effective for the Company for reporting periods beginning after December 15, 2017. The Company will apply the guidance using a full retrospective approach. The Company does not expect these amendments to have a material effect on its financial statements.

In January 2016, the FASB amended the Financial Instruments topic of the Accounting Standards Codification to address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The amendments will be effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company will apply the guidance by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The amendments related to equity securities without readily determinable fair values will be applied prospectively to equity investments that exist as of the date of adoption of the amendments. The Company does not expect these amendments to have a material effect on its financial statements.

In February 2016, the FASB amended the Leases topic of the Accounting Standards Codification to revise certain aspects of recognition, measurement, presentation, and disclosure of leasing transactions. The amendments will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. We expect to adopt the guidance using the modified retrospective method and practical expedients for transition. The ~~Company~~practical ~~is currently~~expedients ~~evaluating~~allow us to largely account for our existing leases consistent with current guidance except for the ~~effect~~incremental ~~that~~balance ~~implementation~~sheet recognition for lessees. We have started an initial evaluation of ~~the~~our ~~new~~leasing ~~standard~~contracts ~~will~~ and activities. We have also started developing our methodology to estimate the right-of-use assets and lease liabilities, which is based on ~~its~~the ~~financial~~present ~~position~~value of lease payments (the December 31, ~~results~~2016 future minimum lease payments were $443,160). We do not expect a material change to the timing of ~~operations~~expense recognition, but we are early in the implementation process and ~~cash~~will ~~flows~~continue to evaluate the impact. We are evaluating our existing disclosures and may need to provide additional information as a result of adoption of the ASU.

In March 2016, the FASB amended the Revenue from Contracts with Customers topic of the Accounting Standards Codification to clarify the implementation guidance on principal versus agent considerations and address how an entity should assess whether it is the principal or the agent in contracts that include three or more parties. The amendments will be effective for the Company for reporting periods beginning after December 15, 2017. The Company does not expect these amendments to have a material effect on its financial statements.

In March 2016, the FASB issued guidance to simplify several aspects of the accounting for share-based payment award transactions including the income tax consequences, the classification of awards as either equity or liabilities, and the classification on the statement of cash flows. Additionally, the guidance simplifies two areas specific to entities other than public business entities allowing them to apply a practical expedient to estimate the expected term for all awards with performance or service conditions that have certain characteristics and also allowing them to make a one-time election to switch from measuring all liability-classified awards at fair value to measuring them at intrinsic value. The amendments became effective for the Company for annual periods beginning after December 15, 2016 and interim periods within those annual periods. These amendments have not had a material effect on the Company’s financial statements.

In April 2016, the FASB amended the Revenue from Contracts with Customers topic of the Accounting Standards Codification to clarify guidance related to identifying performance obligations and accounting for licenses of intellectual property. The amendments will be effective for the Company for reporting periods beginning after December 15, 2017. The Company does not expect these amendments to have a material effect on its financial statements.

In May 2016, the FASB amended the Revenue from Contracts with Customers topic of the Accounting Standards Codification to clarify guidance related to collectability, noncash consideration, presentation of sales tax, and transition. The amendments will be effective for the Company for reporting periods beginning after December 15, 2017. The Company does not expect these amendments to have a material effect on its financial statements.

In June 2016, the FASB issued guidance to change the accounting for credit losses and modify the impairment model for certain debt securities. The amendments will be effective for the Company for reporting periods beginning after December 15, 2019. Early adoption is permitted for all organizations for periods beginning after December 15, 2018. The Company iswill ~~currently~~apply ~~evaluating~~the amendments to the ASU through a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption. While early adoption is permitted beginning in the first quarter of 2019, we do not expect to elect that ~~implementation~~option. We are evaluating the impact of the ~~new~~ASU ~~standard~~on our consolidated financial statements. We expect the ASU will have no material impact on ~~its~~the ~~financial~~recorded ~~position,~~allowance ~~results~~for loan losses given the change to estimated losses over the contractual life of ~~operations~~the loans adjusted for expected prepayments. In addition to our allowance for loan losses, ~~and cash~~we ~~flows~~will also record an allowance for credit losses on debt securities instead of applying the impairment model currently utilized. The amount of the adjustments will be impacted by each portfolio’s composition and credit quality at the adoption date as well as economic conditions and forecasts at that time.

In August 2016, the FASB amended the Statement of Cash Flows topic of the Accounting Standards Codification to clarify how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments will be effective for the Company for fiscal years beginning after December 15, 2017 including interim periods within those fiscal years. Early adoption is permitted. The Company does not expect these amendments to have a material effect on its financial statements.

In October 2016, the FASB amended the Income Taxes topic of the Accounting Standards Codification to modify the accounting for intra-entity transfers of assets other than inventory. The amendments will be effective for the Company for fiscal years beginning after December 15, 2017 including interim periods within those fiscal years. Early adoption is permitted. The Company does not expect these amendments to have a material effect on its financial statements.

In November 2016, the FASB amended the Statement of Cash Flows topic of the Accounting Standards Codification to clarify how restricted cash is presented and classified in the statement of cash flows. The amendments will be effective for the Company for fiscal years beginning after December 15, 2017 including interim periods within those fiscal years. Early adoption is permitted. The Company does not expect these amendments to have a material effect on its financial statements.

In December 2016, the FASB issued technical corrections and improvements to the Revenue from Contracts with Customers Topic. These corrections make a limited number of revisions to several pieces of the revenue recognition standard issued in 2014. The effective date and transition requirements for the technical corrections will be effective for the Company for reporting periods beginning after December 15, 2017. The Company will apply the guidance using a full retrospective approach. The Company does not expect these amendments to have a material effect on its financial statements.

In January 2017, the FASB issued guidance to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendment to the Business Combinations Topic is intended to address concerns that the existing definition of a business has been applied too broadly and has resulted in many transactions being recorded as business acquisitions that in substance are more akin to asset acquisitions. The guidance will be effective for the Company for reporting periods beginning after December 15, 2017. Early adoption is permitted. The Company does not expect these amendments to have a material effect on its financial statements.

In ~~January~~February 2017, the FASB ~~updated~~ amended the ~~Accounting~~Other ~~Changes~~Income ~~and~~Topic ~~Error~~of ~~Corrections~~the ~~and~~Accounting ~~the~~Standards ~~Investments—Equity Method~~Codification ~~and~~to ~~Joint~~clarify ~~Ventures~~the ~~Topics~~scope of the ~~Accounting~~guidance ~~Standards~~on ~~Codification.~~nonfinancial ~~The ASU~~asset ~~incorporates~~derecognition ~~into~~as ~~the~~well ~~Accounting~~as ~~Standards~~the ~~Codification~~accounting ~~recent~~for ~~SEC~~partial ~~guidance about~~sales ~~disclosing,~~of ~~under~~nonfinancial ~~SEC~~assets. ~~SAB~~The ~~Topic~~amendments ~~11.M,~~conform the ~~effect~~derecognition guidance on ~~financial~~nonfinancial ~~statements of~~assets ~~adopting~~with the ~~revenue,~~model ~~leases,~~for ~~and~~transactions ~~credit~~in ~~losses~~the ~~standards.~~new ~~The~~revenue ~~ASU was effective upon issuance~~standard. The ~~Company~~amendments iswill ~~currently~~be ~~evaluating~~effective for the ~~impact~~Company ~~on additional~~for ~~disclosure~~reporting ~~requirements~~periods asbeginning ~~each~~after ofDecember ~~the~~15, ~~standards~~2017. isThe ~~adopted,~~Company ~~however it~~ does not expect these amendments to have a material effect on its financial ~~position,~~ ~~results of operations or cash flows~~statements.

In ~~February~~May 2017, the FASB amended the ~~Other~~requirements ~~Income~~in the Compensation-Stock Compensation Topic of the Accounting Standards Codification related to ~~clarify~~ changes to the ~~scope~~terms or conditions of ~~the~~a ~~guidance~~share-based onpayment ~~nonfinancial~~award. ~~asset~~The ~~derecognition~~amendments asprovide ~~well~~guidance as about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The amendments will be effective for ~~partial~~the ~~sales~~Company offor ~~nonfinancial~~annual ~~assets~~periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. The Company does not expect these amendments to have a material effect on its financial statements.

The amendments conform the derecognition guidance on nonfinancial assets with the model for transactions in the new revenue standard. The amendments will be effective for the Company for reporting periods beginning after December 15, 2017. The Company does not expect these amendments to have a material effect on its financial statements.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

NOTE 4 – INVESTMENT SECURITIES

Investment securities classified as “available for sale” are carried at fair value with unrealized gains and losses excluded from earnings and reported as a separate component of shareholders’ equity (net of estimated tax effects). Realized gains or losses on the sale of investments are based on the specific identification method. The amortized costs and fair values of investment securities available for sale are as follows:

	June 30, 2017
	September 30, 2017
	Amortized		Gross Unrealized					Fair
	Cost		Gains		Losses			Value
US treasury note	$	2,~~505~~504,~~866~~851	$	-	$	(8,~~211~~561	)	$	2,~~497~~496,~~655~~290
Total investment securities	$	2,505,866	$	-	$	(8,211	)	$	2,497,655
Government sponsored mortgage-backed securities		5,232,599		117		-			5,232,716
Total investment securities	$	7,737,450	$	117	$	(8,561	)	$	7,729,006
	December 31, 2016
	Amortized		Gross Unrealized					Fair
	Cost		Gains		Losses			Value
US treasury note	$	2,507,861	$	-	$	(8,056	)	$	2,499,805
Total investment securities	$	2,507,861	$	-	$	(8,056	)	$	2,499,805

~~The following table presents information regarding securities with unrealized losses at June 30, 2017:~~11

	Securities in an Unrealized				Securities in an Unrealized
	Loss Position for Less than				Loss Position for More than
	12 Months				12 Months				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses
US treasury note	$	2,497,655	$	8,211	$	-	$	-	$	2,497,655	$	8,211
Total temporarily impaired securities	$	2,497,655	$	8,211	$	-	$	-	$	2,497,655	$	8,211

The following table presents information regarding securities with unrealized losses at September 30, 2017:

	Securities in an Unrealized				Securities in an Unrealized
	Loss Position for Less than				Loss Position for More than
	12 Months				12 Months				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses
US treasury note	$	2,496,290	$	8,561	$	-	$	-	$	2,496,290	$	8,561
Total temporarily impaired securities	$	2,496,290	$	8,561	$	-	$	-	$	2,496,290	$	8,561

The following table presents information regarding securities with unrealized losses at December 31, 2016:

	Securities in an Unrealized				Securities in an Unrealized
	Loss Position for Less than				Loss Position for More than
	12 Months				12 Months				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses
US treasury note	$	2,499,805	$	8,056	$	-	$	-	$	2,499,805	$	8,056
Total temporarily impaired securities	$	2,499,805	$	8,056	$	-	$	-	$	2,499,805	$	8,056

At ~~June~~September 30, 2017, ~~our~~ one investment security with a fair value of approximately $2.5 million and unrealized losses of $8,~~211~~561 had been in a continuous loss position for less than twelve months. At ~~June~~September 30, 2017, there were no investment securities in a continuous loss position for more than twelve months. At September 30, 2017, the remaining two investment securities were in a gain position. The Company believes, based on industry analyst reports and credit ratings that the deterioration in the fair value of ~~this~~the investment security available for sale with unrealized losses is attributed to changes in market interest rates and not in the credit quality of the issuer and therefore, this loss is not considered other-than-temporary. The Company has the ability and intent to hold securities until such time as the values recover or the securities mature. At December 31, 2016, our one investment security with a fair value of $2.5 million and unrealized losses of $8,056 had been in a continuous loss for less than twelve months. At December 31, 2016, there were no investment securities that had been in a continuous loss position for more than twelve months.

11The amortized costs and fair values of investment securities available for sale at September 30, 2017, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because issuers have the right to prepay the obligations.

The amortized costs and fair values of investment securities available for sale at June 30, 2017, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because issuers have the right to prepay the obligations.

	September 30, 2017
	Amortized		Fair
	Cost		Value
Due within one year	$	—	$	—
Due after one through three years		2,504,851		2,496,290
Due after three through five years		—		—
Due after five through ten years		2,649,052		2,649,122
Due after ten years		2,583,547		2,583,594
Total investment securities	$	7,737,450	$	7,729,006

	June 30, 2017
	Amortized		Fair
	Cost		Value
Due within one year	$	—	$	—
Due after one through three years		2,505,866		2,497,655
Due after three through five years		—		—
Due after five through ten years		—		—
Due after ten years		—		—
Total investment securities	$	2,505,866	$	2,497,655

NOTE 5 – LOANS

At ~~June~~September 30, 2017, our gross loan portfolio consisted primarily of $2618.86 million of commercial real estate loans, $156.48 million of construction and development loans, $12.8 million of commercial business loans, ~~and~~ $1811.07 million of ~~consumer~~ residential real estate and home equity loans and $5.3 million of consumer loans. Our current loan portfolio composition is not materially different than the loan portfolio composition disclosed in the footnotes to the consolidated financial statements included in our 2016 10-K, other than the increase in consumer loans resulting from the purchase of $4.8 million in unsecured consumer loans, ~~during~~which occurred in the ~~period~~quarter ended ~~June~~March 3031, 2017.

During the quarter ended June 30, 2017, one nonaccrual loan at the Bank was transferred to other real estate owned for $165,000. A specific reserve was included in the December 31, 2016 allowance accounts. During the quarter ended June 30, 2016, three nonaccrual loans were transferred to other real estate owned for $1,257,289. Specific reserves for each of these loans were included in the December 31, 2015 allowance accounts.12

~~Certain~~During ~~credit~~the ~~quality statistics~~nine ~~related~~months toended ~~our~~September ~~loan~~30, ~~portfolio have improved over the past several quarters~~2017, ~~including~~one ~~reductions of in-migration of~~ nonaccrual ~~loans~~loan ~~and reductions~~at in the ~~aggregate~~Bank ~~level~~was oftransferred ~~nonperforming assets. To the extent such improvement continues, we may continue~~ to ~~reduce~~other ~~our~~real ~~allowance~~estate owned for ~~loan losses in future periods based on our assessment of the inherent risk in the loan portfolio at those future reporting dates~~$165,000. A ~~reduction~~specific inreserve ~~the~~was ~~allowance~~included ~~for loan losses would result~~ in athe ~~lower~~December ~~provision for loans losses being recorded in future periods. Conversely~~31, ~~there~~2016 ~~can be no assurance that loan losses in future periods will not exceed the current~~ allowance ~~for~~account. ~~loan~~During ~~losses amount or that future increases in~~ the ~~allowance~~nine ~~for~~months ~~loan~~ended ~~losses~~September ~~will~~30, ~~not be required. Additionally~~2016, nothree ~~assurance~~nonaccrual ~~can~~loans bewere ~~given~~transferred ~~that~~to ~~our~~other ~~ongoing~~real ~~evaluation~~estate ofowned ~~the~~for ~~loan portfolio~~$1, ~~in light of changing economic conditions and other relevant factors~~257, ~~will~~289. ~~not~~Specific ~~require~~reserves ~~significant future additions to the allowance~~ for ~~loan~~each ~~losses, thus~~of ~~adversely~~these ~~impacting~~loans ~~our~~were ~~business,~~included ~~financial~~in ~~condition,~~the ~~results~~December ~~of operations~~31, ~~and~~2015 ~~cash~~allowance ~~flows~~account.

While certain credit quality statistics related to our loan portfolio have improved over the past several quarters, we have experienced an increase of in-migration of nonaccrual loans as well as in the aggregate level of nonperforming assets during 2017. We will continue to evaluate our allowance for loan losses in future periods based on our assessment of the inherent risk in the loan portfolio at those future reporting dates. There can be no assurance that loan losses in future periods will not exceed the current allowance for loan losses amount or that future increases in the allowance for loan losses will not be required. Additionally, no assurance can be given that our ongoing evaluation of the loan portfolio, in light of changing economic conditions and other relevant factors, will not require significant future additions to the allowance for loan losses, thus adversely impacting our business, financial condition, results of operations, and cash flows.

Loan Performance and Asset Quality

Generally, a loan will be placed on nonaccrual status when it becomes 90 days past due as to principal or interest (unless the loan is well-collateralized and in the process of collection), or when management believes, after considering economic and business conditions and collection efforts, that the borrower’s financial condition is such that collection of the loan is doubtful. When a loan is placed in nonaccrual status, interest accruals are discontinued and income earned but not collected is reversed. Cash receipts on nonaccrual loans are not recorded as interest income, but are used to reduce principal. Loans are removed from nonaccrual status when they become current as to both principal and interest and when concern no longer exists as to the collectability of principal or interest based on current available information or as evidenced by sufficient payment history, generally six months.

12The following table summarizes delinquencies and nonaccruals, by portfolio class, as of September 30, 2017 and December 31, 2016.

The following table summarizes delinquencies and nonaccruals, by portfolio class, as of June 30, 2017 and December 31, 2016.

	Single and
	multifamily		Construction		Commercial
	residential		and		real estate -		Commercial
	real estate		development		other		business		Consumer		Total
September 30, 2017
30-59 days past due	$	30,706	$	-	$	-	$	123,335	$	-	$	154,041
60-89 days past due		61,579		-		-		-		4,623		66,202
90-120 days past due		-		-		-		-		11,051		11,051
Nonaccrual		-		-		-		638,205		-		638,205
Total past due and nonaccrual		92,285		-		-		761,540		15,674		869,499
Current		11,635,874		6,787,780		18,602,481		12,026,811		5,271,171		54,324,117
Total loans (gross of deferred fees)	$	11,728,159	$	6,787,780	$	18,602,481	$	12,788,351	$	5,286,845	$	55,193,616
Deferred fees												(105,377	)
Loan loss reserve												(1,372,000	)
Total Loans, net											$	53,716,239

	Single and
	multifamily		Construction		Commercial
	residential		and		real estate -		Commercial
	real estate		development		other		business		Consumer		Total
December 31, 2016
30-59 days past due	$	442,295	$	-	$	-	$	617,052	$	-	$	1,059,347
60-89 days past due		-		-		-		409,675		-		409,675
90-120 days past due		-		-		-		-		-		-
Nonaccrual		108,951		-		195,500		-		-		304,451
Total past due and nonaccrual		551,246		-		195,500		1,026,727		-		1,773,473
Current		12,762,884		7,913,783		21,838,090		14,927,379		1,434,449		58,876,585
Total loans (gross of deferred fees)	$	13,314,130	$	7,913,783	$	22,033,590	$	15,954,106	$	1,434,449	$	60,650,058
Deferred fees												(167,062	)
Loan loss reserve												(1,338,149	)
Total Loans, net											$	59,144,847

	Single and
	multifamily		Construction		Commercial
	residential		and		real estate -		Commercial
	real estate		development		other		business		Consumer		Total
June 30, 2017
30-59 days past due	$	-	$	64,383	$	-	$	135,222	$	-	$	199,605
60-89 days past due		-		-		-		-		-		-
Nonaccrual		-		-		-		660,730		-		660,730
Total past due and nonaccrual		-		64,383		-		795,952		-		860,335
Current		12,124,136		7,183,876		19,531,490		14,627,142		5,903,531		59,370,175
Total loans (gross of deferred fees)	$	12,124,136	$	7,248,259	$	19,531,490	$	15,423,094	$	5,903,531	$	60,230,510
Deferred fees												(132,939	)
Loan loss reserve												(1,407,518	)
Total Loans, net											$	58,690,053
	Single and
	multifamily		Construction		Commercial
	residential		and		real estate -		Commercial
	real estate		development		other		business		Consumer		Total
December 31, 2016
30-59 days past due	$	442,295	$	-	$	-	$	617,052	$	-	$	1,059,347
60-89 days past due		-		-		-		409,675		-		409,675
Nonaccrual		108,951		-		195,500		-		-		304,451
Total past due and nonaccrual		551,246		-		195,500		1,026,727		-		1,773,473
Current		12,762,884		7,913,783		21,838,090		14,927,379		1,434,449		58,876,585
Total loans (gross of deferred fees)	$	13,314,130	$	7,913,783	$	22,033,590	$	15,954,106	$	1,434,449	$	60,650,058
Deferred fees												(167,062	)
Loan loss reserve												(1,338,149	)
Total Loans, net											$	59,144,847

At June 30, 2017 and December 31, 2016, there were nonaccrual loans of $660,730 and $304,451, respectively. The increase in nonaccrual loans was a result of the movement of four loans during January and February to nonaccrual status, partially offset by one nonaccrual loan transferring to other real estate owned and one nonaccrual loan being fully charged off during the prior quarter. In the current quarter, the three remaining nonaccrual loans from one relationship were restructured into one nonaccrual loan. Foregone interest income related to nonaccrual loans equaled $34,944 and $49,567 for the six months ended June 30, 2017 and 2016, respectively. No interest income was recognized on nonaccrual loans during the six months ended June 30, 2017 and 2016. At June 30, 2017 and December 31, 2016, there were no accruing loans which were contractually past due 90 days or more as to principal or interest payments.

As part of the loan review process, loans are given individual credit grades, representing the risk the Company believes is associated with the loan balance. Credit grades are assigned based on factors that impact the collectability of the loan, the strength of the borrower, the type of collateral, and loan performance. Commercial loans are individually graded at origination and credit grades are reviewed on a regular basis in accordance with our loan policy. Consumer loans are assigned a “pass” credit rating unless something within the loan warrants a specific classification grade.

At September 30, 2017 and December 31, 2016, there were nonaccrual loans of $638,205 and $304,451, respectively. The ~~following~~increase ~~table summarizes~~in ~~management’s~~nonaccrual ~~internal~~loans ~~credit~~was ~~risk~~a ~~grades~~result of the movement of four loans during January and February to nonaccrual status, partially offset by ~~portfolio~~one ~~class~~nonaccrual loan transferring to other real estate owned and one nonaccrual loan being fully charged off during the quarter ended March 31, as2017. ~~of June~~In the quarter ended September 30, 2017, the three remaining nonaccrual loans from one relationship were restructured into one nonaccrual loan. Foregone interest income related to nonaccrual loans equaled $34,811 and $55,231 for the nine months ended September 30, 2017 and 2016, respectively. No interest income was recognized on nonaccrual loans during the nine months ended September 30, 2017 and 2016. At September 30, 2017, there was one accruing purchased consumer loan which was contractually past due 90 days or more as to principal and interest payments. While our policy is to move past due loans over 90 days to nonaccrual status, we will report the purchased consumer loans as accruing until the point they are deemed charged off by the broker, Banc Alliance, as Banc Alliance can better substantiate loss histories in the areas of the country in which the loans are originated. At December 31, 2016., there were no accruing loans which were contractually past due 90 days or more as to principal or interest payments.

	Single and
	multifamily		Construction		Commercial
	residential		and		real estate -		Commercial
June 30, 2017	real estate		development		other		business		Consumer		Total
Pass Loans	$	7,584,510	$	1,112,242	$	-	$	-	$	5,903,531	$	14,600,283
Grade 1 - Prime		-		-		-		-		-		-
Grade 2 - Good		-		-		-		-		-		-
Grade 3 - Acceptable		1,767,041		1,485,969		9,349,157		7,332,476		-		19,934,643
Grade 4 – Acceptable w/ Care		2,711,451		4,584,829		8,656,493		7,211,410		-		23,164,183
Grade 5 – Special Mention		-		65,219		755,274		-		-		820,493
Grade 6 - Substandard		61,134		-		770,566		879,208		-		1,710,908
Grade 7 - Doubtful		-		-		-		-		-		-
Total loans (gross of deferred fees)	$	12,124,136	$	7,248,259	$	19,531,490	$	15,423,094	$	5,903,531	$	60,230,510
	Single and
	multifamily		Construction		Commercial
	residential		and		real estate -		Commercial
December 31, 2016	real estate		development		other		business		Consumer		Total
Pass Loans	$	8,246,567	$	1,462,925	$	-	$	-	$	1,434,449	$	11,143,941
Grade 1 - Prime		-		-		-		-		-		-
Grade 2 - Good		-		-		-		-		-		-
Grade 3 - Acceptable		1,919,685		1,108,334		11,057,550		7,676,592		-		21,762,161
Grade 4 – Acceptable w/ Care		2,877,013		5,273,411		9,232,019		7,307,961		-		24,690,404
Grade 5 – Special Mention		-		69,113		766,388		-		-		835,501
Grade 6 - Substandard		270,865		-		977,633		969,553		-		2,218,051
Grade 7 - Doubtful		-		-		-		-		-		-
Total loans (gross of deferred fees)	$	13,314,130	$	7,913,783	$	22,033,590	$	15,954,106	$	1,434,449	$	60,650,058

~~Loans~~The ~~graded~~following ~~one~~table ~~through four~~summarizes ~~are~~management’s ~~considered~~internal ~~“pass”~~credit ~~credits.~~risk ~~At June 30~~grades, ~~2017,~~by ~~approximately 96% of the loan~~ portfolio ~~had a credit grade of “pass” compared to 95% at December 31~~class, ~~2016.~~ ~~For~~as ~~loans to qualify for this grade, they must be performing relatively close to expectations, with no significant departures from the intended source and timing~~ of ~~repayment.~~September ~~As of June~~ 30, 2017 and December 31, 2016~~, we had loans totaling $820,493 and $835,501, respectively, classified as special mention~~. This classification is utilized when an initial concern is identified about the financial health of a borrower. Loans are designated as such in order to be monitored more closely than other credits in the loan portfolio. At June 30, 2017, substandard loans totaled approximately $1.7 million, with all loans being collateralized by real estate, compared to $2.2 million at December 31, 2016. Substandard credits are evaluated for impairment on a quarterly basis.

	Single and
	multifamily		Construction		Commercial
	residential		and		real estate -		Commercial
September 30, 2017	real estate		development		other		business		Consumer		Total
Pass Loans	$	7,820,727	$	1,175,703	$	-	$	-	$	5,275,594	$	14,272,224
Grade 1 - Prime		-		-		-		-		-		-
Grade 2 - Good		-		-		-		-		-		-
Grade 3 - Acceptable		1,142,061		1,756,778		8,536,445		6,097,063		-		17,532,347
Grade 4 – Acceptable w/ Care		2,703,791		3,792,063		8,550,572		5,734,583		-		20,781,009
Grade 5 – Special Mention		-		63,236		750,426		-		-		813,662
Grade 6 - Substandard		61,580		-		765,038		956,705		-		1,783,323
Grade 7 - Doubtful		-		-		-		-		11,051		11,051
Total loans (gross of deferred fees)	$	11,728,159	$	6,787,780	$	18,602,481	$	12,788,351	$	5,286,845	$	55,193,616

	Single and
	multifamily		Construction		Commercial
	residential		and		real estate -		Commercial
December 31, 2016	real estate		development		other		business		Consumer		Total
Pass Loans	$	8,246,567	$	1,462,925	$	-	$	-	$	1,434,449	$	11,143,941
Grade 1 - Prime		-		-		-		-		-		-
Grade 2 - Good		-		-		-		-		-		-
Grade 3 - Acceptable		1,919,685		1,108,334		11,057,550		7,676,592		-		21,762,161
Grade 4 – Acceptable w/ Care		2,877,013		5,273,411		9,232,019		7,307,961		-		24,690,404
Grade 5 – Special Mention		-		69,113		766,388		-		-		835,501
Grade 6 - Substandard		270,865		-		977,633		969,553		-		2,218,051
Grade 7 - Doubtful		-		-		-		-		-		-
Total loans (gross of deferred fees)	$	13,314,130	$	7,913,783	$	22,033,590	$	15,954,106	$	1,434,449	$	60,650,058

Loans graded one through four are considered “pass” credits. At September 30, 2017, approximately 95% of the loan portfolio had a credit grade of “pass” compared to 95% at December 31, 2016. For loans to qualify for this grade, they must be performing relatively close to expectations, with no significant departures from the intended source and timing of repayment. As of September 30, 2017 and December 31, 2016, we had loans totaling $813,662 and $835,501, respectively, classified as special mention. This classification is utilized when an initial concern is identified about the financial health of a borrower. Loans are designated as such in order to be monitored more closely than other credits in the loan portfolio. At September 30, 2017, substandard loans totaled approximately $1.8 million, with most loans being collateralized by real estate, equipment and inventory, compared to $2.2 million at December 31, 2016. Substandard credits are evaluated for impairment on a quarterly basis.

The Company identifies impaired loans through its normal internal loan review process. A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Loans on the Company’s problem loan watch list are considered potentially impaired loans. Generally, once loans are considered impaired, they are moved to nonaccrual status and recognition of interest income is discontinued. However, loans may be considered impaired strictly based on a decrease in the underlying value of the collateral securing the loan while the loan is still considered to be performing, thus preventing the need to move the loan to nonaccrual status. Impairment is measured on a loan-by-loan basis based on the determination of the most probable source of repayment which is usually liquidation of the underlying collateral, but may also include discounted future cash flows, or in rare cases, the market value of the loan itself.

Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Company does not separately identify individual consumer and residential loans for impairment disclosures, unless such loans are the subject of a restructuring agreement.

14At September 30, 2017, impaired loans totaled $850,636, all of which were valued on a nonrecurring basis at the lower of cost or market value of the underlying collateral. Impaired loans decreased $1.4 million from December 31, 2016 due to one loan being transferred to other real estate owned for $165,000, two loans for approximately $119,000 being charged off which were fully reserved at December 31, 2016, three loans for approximately $969,000 which were moved to classified status within the quarter, one loan for approximately $100,000 being repaid in full during the quarter and approximately $45,000 in loan balance reductions through pay downs, partially offset by one loan being deemed impaired for approximately $58,000. Market values were obtained using independent appraisals, updated in accordance with our reappraisal policy, or other market data such as recent offers to the borrower. As of September 30, 2017, we had loans totaling approximately $814,000 that were classified in accordance with our loan rating policies but were not considered impaired. The following table summarizes information relative to impaired loans, by portfolio class, at September 30, 2017 and December 31, 2016.

At June 30, 2017, impaired loans totaled $1.7 million, all of which were valued on a nonrecurring basis at the lower of cost or market value of the underlying collateral. Impaired loans decreased $470,406 from December 31, 2016 due to one loan being transferred to other real estate owned for $165,000, two loan for approximately $119,000 being charged off which were fully reserved at December 31, 2016, one loan for approximately $100,000 being repaid in full during the quarter and approximately $66,000 in loan balance reductions through pay downs. Market values were obtained using independent appraisals, updated in accordance with our reappraisal policy, or other market data such as recent offers to the borrower. As of June 30, 2017, we had loans totaling approximately $820,493 that were classified in accordance with our loan rating policies but were not considered impaired. The following table summarizes information relative to impaired loans, by portfolio class, at June 30, 2017 and December 31, 2016.

	Unpaid principal balance		Recorded investment		Related allowance		Average impaired investment		Year to date interest income
September 30, 2017
With no related allowance recorded:
Single and multifamily residential real estate	$	-	$	-	$	-	$	106,250	$	-
Construction and development		-		-		-		54,830		-
Commercial real estate - other		-		-		-		552,872		31,097
Commercial business		-		-		-		104,260		-
Consumer		-		-		-		-		-
With related allowance recorded:
Single and multifamily residential real estate		61,580		61,580		3,980		131,268		2,393
Construction and development		-		-		-		49,070		-
Commercial real estate - other		-		-		-		262,142		4,458
Commercial business		789,056		752,319		596,568		473,672		-
Consumer		-		-		-		-		-
Total:
Single and multifamily residential real estate		61,580		61,580		3,980		237,518		2,393
Construction and development		-		-		-		103,900		-
Commercial real estate - other		-		-		-		815,014		35,555
Commercial business		789,056		752,319		596,568		577,932		-
Consumer		-		-		-		-		-
	$	850,636	$	813,899	$	600,548	$	1,734,364	$	37,948

	Unpaid						Average		Year to date
	principal		Recorded		Related		impaired		interest
	balance		investment		allowance		investment		income
June 30, 2017
With no related allowance recorded:
Single and multifamily residential real estate	$	-	$	-	$	-	$	106,250	$	-
Construction and development		-		-		-		54,830		-
Commercial real estate - other		770,566		770,566		-		745,514		20,416
Commercial business		218,478		218,478		-		158,880
Consumer		-		-		-		-		-
With related allowance recorded:
Single and multifamily residential real estate		61,134		61,134		3,534		131,156		1,599
Construction and development		-		-		-		49,070		-
Commercial real estate - other		-		-		-		262,142		-
Commercial business		697,467		660,730		562,035		450,775		-
Consumer		-		-		-		-		-
Total:
Single and multifamily residential real estate		61,134		61,134		3,534		237,406		1,599
Construction and development		-		-		-		103,900		-
Commercial real estate - other		770,566		770,566		-		1,007,656		20,416
Commercial business		915,945		879,208		562,035		609,655		-
Consumer		-		-		-		-		-
	$	1,747,645	$	1,710,908	$	565,569	$	1,958,617	$	22,015
December 31, 2016
With no related allowance recorded:
Single and multifamily residential real estate	$	99,794	$	99,794	$	—	$	179,235	$	3,261
Construction and development		—		—		—		109,660		6,130
Commercial real estate - other		782,133		782,133		—		718,589		46,778
Commercial business		231,448		231,448		—		96,283		4,744
Consumer		—		—		—		—		—
With related allowance recorded:
Single and multifamily residential real estate		171,071		171,071		93,471		201,000		3,251
Construction and development		—		—		—		98,139		—
Commercial real estate - other		195,500		195,500		30,500		524,283		—
Commercial business		738,105		738,105		487,490		191,329		46,315
Consumer		—		—		—		—		—
Total:
Single and multifamily residential real estate		270,865		270,865		93,471		380,235		6,512
Construction and development		—		—		—		207,799		6,130
Commercial real estate - other		977,633		977,633		30,500		1,242,872		46,778
Commercial business		969,553		969,553		487,490		287,612		51,059
Consumer		—		—		—		—		—
	$	2,218,051	$	2,218,051	$	611,461	$	2,118,518	$	110,479

During the six months ended June 30, 2017, we had interest income on impaired loans of $22,015, which were related to commercial real estate and construction and development loans.

December 31, 2016
With no related allowance recorded:
Single and multifamily residential real estate	$	99,794	$	99,794	$	-	$	179,235	$	3,261
Construction and development		-		-		-		109,660		6,130
Commercial real estate - other		782,133		782,133		-		718,589		46,778
Commercial business		231,448		231,448		-		96,283		4,744
Consumer		-		-		-		-		-
With related allowance recorded:
Single and multifamily residential real estate		171,071		171,071		93,471		201,000		3,251
Construction and development		-		-		-		98,139		-
Commercial real estate - other		195,500		195,500		30,500		524,283		-
Commercial business		738,105		738,105		487,490		191,329		46,315
Consumer		-		-		-		-		-
Total:
Single and multifamily residential real estate		270,865		270,865		93,471		380,235		6,512
Construction and development		-		-		-		207,799		6,130
Commercial real estate - other		977,633		977,633		30,500		1,242,872		46,778
Commercial business		969,553		969,553		487,490		287,612		51,059
Consumer		-		-		-		-		-
	$	2,218,051	$	2,218,051	$	611,461	$	2,118,518	$	110,479

During the nine months ended September 30, 2017, we recorded interest income on impaired loans of $37,948, which were related to commercial real estate and single and multifamily residential real estate loans.

Troubled debt restructurings (“TDRs”) are loans which have been restructured from their original contractual terms and include concessions that would not otherwise have been granted outside of the financial difficulty of the borrower. Concessions can relate to the contractual interest rate, maturity date, or payment structure of the note. As part of our workout plan for individual loan relationships, we may restructure loan terms to assist borrowers facing challenges in the current economic environment. The purpose of a TDR is to facilitate ultimate repayment of the loan.

Our policy with respect to accrual of interest on loans restructured in a TDR follows relevant supervisory guidance. That is, if a borrower has demonstrated performance under the previous loan terms and shows capacity to perform under the restructured loan terms; continued accrual of interest at the restructured interest rate is likely. If a borrower was materially delinquent on payments prior to the restructuring, but shows capacity to meet the restructured loan terms, the loan will likely continue as nonaccrual going forward. Lastly, if the borrower does not perform under the restructured terms, the loan is placed on nonaccrual status. We will continue to closely monitor these loans and will cease accruing interest on them if management believes that the borrowers may not continue performing based on the restructured note terms.

At December 31, 2016, the principal balance of TDRs was zero. No TDRs went into default during the year ended December 31, 2016 or the nine months ended September 30, 2017. At ~~June~~September 30, 2017, the recorded investment and outstanding principal balance was $~~660~~638,~~730~~205 and $~~697~~674,~~467~~942, respectively. The ~~carrying~~ balance consisted of one performing loan. ~~within~~The ~~one~~loan is considered as performing primarily due to the timely repayment of principal and interest during the nine months ended September 30, 2017. However, based on previous history with this relationship, this loan is not accruing interest even though it is performing in accordance with updated terms.

There were three loans within one relationship that were modified as a troubled debt restructuring within the previous 12-month period for which there was a payment default during the ~~six~~nine months ended ~~June~~September 30, 2017. A repayment of $75,000 was made in June 2017. The three loans were restructured into one loan with a change in loan terms.

Provision and Allowance for Loan Losses

An allowance for loan losses is maintained at a level deemed appropriate by management to adequately provide for known and inherent losses in the loan portfolio. The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectability of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.

The provision and allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

The allowance consists of both a specific and a general component. The specific component relates to loans that are impaired loans as defined in FASB ASC Topic 310, “Receivables.” For such loans, an allowance is established when either the discounted cash flows or collateral value or observable market price of the impaired loan is lower than the carrying value of that loan. The general component covers non-impaired loans and is based on historical loss experience adjusted for qualitative factors.

The ~~following~~provision ~~table summarizes~~and ~~activity related to our~~ allowance for loan losses ~~for~~are ~~the~~evaluated ~~six~~on ~~months~~a regular basis by management and are based upon management’s periodic review of the collectability ~~ended~~of ~~June~~the 30loans in light of historical experience, ~~2017~~the nature and ~~2016,~~volume byof the loan portfolio, ~~segment~~adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

	Single and
	multifamily			Construction			Commercial
	residential			and			real estate -			Commercial
	real estate			development			other			business			Consumer			Total
June 30, 2017
Allowance for loan losses:
Balance, beginning of period	$	235,797		$	73,630		$	330,785		$	684,679		$	13,258		$	1,338,149
Provision (reversal of provision) for loan losses		-			-			-			-			186,702			186,702
Loan charge-offs		(88,951	)		-			(30,500	)		-			-			(119,451	)
Loan recoveries		1,000			-			1,118			-			-			2,118
Net loans charged-off		(87,951	)		-			(29,382	)		-			-			(117,333	)
Balance, end of period	$	147,846		$	73,630		$	301,403		$	684,679		$	199,960		$	1,407,518
Individually reviewed for impairment	$	3,534		$	-		$	-		$	562,035		$	-		$	565,569
Collectively reviewed for impairment		144,312			73,630			301,403			122,644			199,960			841,949
Total allowance for loan losses	$	147,846		$	73,630		$	301,403		$	684,679		$	199,960		$	1,407,518
Gross loans, end of period:
Individually reviewed for impairment	$	61,134		$	-		$	770,566		$	879,208		$	-		$	1,710,908
Collectively reviewed for impairment		12,063,002			7,248,259			18,760,924			14,543,886			5,903,531			58,519,602
Total loans (gross of deferred fees)	$	12,124,136		$	7,248,259		$	19,531,490		$	15,423,094		$	5,903,531		$	60,230,510
June 30, 2016
Allowance for loan losses:
Balance, beginning of year	$	265,797		$	184,130		$	439,830		$	244,679		$	5,073		$	1,139,509
Provision (reversal of provision) for loan losses		(30,000	)		(60,000	)		45,000			(28,000	)		5,000			(68,000	)
Loan charge-offs		-			(10,500	)		(209,045	)		-			(139	)		(219,684	)
Loan recoveries		-			-			-			-			1,312			1,312
Net loans charged-off		-			(10,500	)		(209,045	)		-			1,173			(218,372	)
Balance, end of period	$	235,797		$	113,630		$	275,785		$	216,679		$	11,246		$	853,137
Individually reviewed for impairment	$	99,445		$	-		$	28,189		$	-		$	-		$	127,634
Collectively reviewed for impairment		136,352			113,630			247,596			216,679			11,246			725,503
Total allowance for loan losses	$	235,797		$	113,630		$	275,785		$	216,679		$	11,246		$	853,137
Gross loans, end of period:
Individually reviewed for impairment	$	141,045		$	138,454		$	883,942		$	-		$	-		$	1,163,441
Collectively reviewed for impairment		13,394,244			9,065,294			20,410,832			18,314,397			1,810,698			62,995,465
Total loans (gross of deferred fees)	$	13,535,289		$	9,203,748		$	21,294,774		$	18,314,397		$	1,810,698		$	64,158,906

	June 30, 2017			June 30, 2016
Nonaccrual loans	$	660,730		$	334,233
Average gross loans	$	61,228,957		$	65,181,990
Net loans charged-off as a percentage of average gross loans		0.19	%		0.33	%
Allowance for loan losses as a percentage of total gross loans		2.34	%		1.33	%
Allowance for loan losses as a percentage of non-accrual loans		201.80	%		255.25	%

The following table summarizes activity related to our allowance for loan losses for the nine months ended September 30, 2017 and 2016, by portfolio segment.

Portions of the allowance for loan losses may be allocated for specific loans or portfolio segments. However, the entire allowance for loan losses is available for any loan that, in management’s judgment, should be charged-off. The general reserve as a percentage of loans collectively reviewed for impairment increased to 1.44% at June 30, 2017 from 1.22% at December 31, 2016. While management utilizes the best judgment and information available to it, the ultimate adequacy of the allowance for loan losses depends on a variety of factors beyond our control, including the performance of our loan portfolio, the economy, changes in interest rates, and the view of the regulatory authorities toward loan classifications. If delinquencies and defaults increase, we may be required to increase our provision for loan losses, which would adversely affect our results of operations and financial condition. There can be no assurance that charge-offs of loans in future periods will not exceed the allowance for loan losses as estimated at any point in time or that provisions for loan losses will not be significant to a particular accounting period.

	Single and multifamily residential real estate			Construction and development			Commercial real estate - other			Commercial business			Consumer			Total
September 30, 2017
Allowance for loan losses:
Balance, beginning of period	$	235,797		$	73,630		$	330,785		$	684,679		$	13,258		$	1,338,149
Provision (reversal of provision) for loan losses		-			-			-			23,000			156,543			179,543
Loan charge-offs		(88,951	)		-			(30,500	)		-			(28,358	)		(147,809	)
Loan recoveries		1,000			-			1,117			-			-			2,117
Net loans charged-off		(87,951	)		-			(29,383	)		-			(28,358	)		(145,692	)
Balance, end of period	$	147,846		$	73,630		$	301,402		$	707,679		$	141,443		$	1,372,000

Individually reviewed for impairment	$	3,980		$	-		$	-		$	596,568		$	-		$	600,548
Collectively reviewed for impairment		143,866			73,630			301,402			111,111			141,443			771,452
Total allowance for loan losses	$	147,846		$	73,630		$	301,402		$	707,679		$	141,443		$	1,372,000

Gross loans, end of period:
Individually reviewed for impairment	$	61,580		$	-		$	-		$	789,056		$	-		$	850,636
Collectively reviewed for impairment		11,666,579			6,787,780			18,602,481			11,999,295			5,286,845			54,342,980
Total loans (gross of deferred fees)	$	11,728,159		$	6,787,780		$	18,602,481		$	12,788,351		$	5,286,845		$	55,193,616

September 30, 2016
Allowance for loan losses:
Balance, beginning of year	$	265,797		$	184,130		$	439,830		$	244,679		$	5,073		$	1,139,509
Provision (reversal of provision) for loan losses		(30,000	)		(60,000	)		45,000			(28,000	)		5,000			(68,000	)
Loan charge-offs		-			(10,500	)		(209,045	)		-			(139	)		(219,684	)
Loan recoveries		-			-			-			-			1,312			1,312
Net loans charged-off		-			(10,500	)		(209,045	)		-			1,173			(218,372	)
Balance, end of period	$	235,797		$	113,630		$	275,785		$	216,679		$	11,246		$	853,137

Individually reviewed for impairment	$	101,283		$	-		$	28,188		$	-		$	-		$	129,471
Collectively reviewed for impairment		134,514			113,630			247,597			216,679			11,246			723,666
Total allowance for loan losses	$	235,797		$	113,630		$	275,785		$	216,679		$	11,246		$	853,137

Gross loans, end of period:
Individually reviewed for impairment	$	200,483		$	-		$	981,286		$	242,646		$	-		$	1,424,415
Collectively reviewed for impairment		12,905,727			8,664,401			22,650,227			16,068,808			1,811,517			62,100,680
Total loans (gross of deferred fees)	$	13,106,210		$	8,664,401		$	23,631,513		$	16,311,454		$	1,811,517		$	63,525,095

	September 30,			September 30,
	2017			2016
Nonaccrual loans	$	638,205		$	331,233
Average gross loans	$	60,468,110		$	64,628,769
Net loans charged-off as a percentage of average gross loans		0.24	%		0.34	%
Allowance for loan losses as a percentage of total gross loans		2.49	%		1.34	%
Allowance for loan losses as a percentage of non-accrual loans		214.98	%		257.56	%

Portions of the allowance for loan losses may be allocated for specific loans or portfolio segments. However, the entire allowance for loan losses is available for any loan that, in management’s judgment, should be charged-off. The general reserve as a percentage of loans collectively reviewed for impairment increased to 1.42% at September 30, 2017 from 1.22% at December 31, 2016. While management utilizes the best judgment and information available to it, the ultimate adequacy of the allowance for loan losses depends on a variety of factors beyond our control, including the performance of our loan portfolio, the economy, changes in interest rates, and the view of the regulatory authorities toward loan classifications. If delinquencies and defaults increase, we may be required to increase our provision for loan losses, which would adversely affect our results of operations and financial condition. There can be no assurance that charge-offs of loans in future periods will not exceed the allowance for loan losses as estimated at any point in time or that provisions for loan losses will not be significant to a particular accounting period.

Maturities and Sensitivity of Loans to Changes in Interest Rates

The information in the following tables summarizes the loan maturity distribution by type and related interest rate characteristics based on the contractual maturities of individual loans, including loans which may be subject to renewal at their contractual maturity. Renewal of such loans is subject to review and credit approval, as well as modification of terms upon maturity. Actual repayments of loans may differ from the maturities reflected below, because borrowers have the right to prepay obligations with or without prepayment penalties.

			After one but
	One year or		within five		After five
	less		years		years		Total
June 30, 2017
September 30, 2017
Single and multifamily residential real estate	$	1,~~544~~309,~~470~~158	$	56,~~206~~316,~~604~~493	$	54,~~373~~102,~~062~~508	$	1211,~~124~~728,~~136~~159
Construction and development		2,~~708~~082,~~145~~172		43,~~001~~997,~~464~~008		~~538~~708,~~650~~600		76,~~248~~787,~~259~~780
Commercial real estate - other		3,~~422~~364,~~091~~591		1413,~~209~~353,~~859~~636		1,~~899~~884,~~540~~254		1918,~~531~~602,~~490~~481
Commercial business		54,~~375~~460,~~367~~366		97,~~410~~715,~~110~~910		~~637~~612,~~617~~075		1512,~~423~~788,~~094~~351
Consumer		~~321~~320,~~862~~435		54,~~496~~928,~~736~~997		8437,~~933~~413		5,~~903~~286,~~531~~845
Total	$	1311,~~371~~536,~~935~~722	$	3836,~~324~~312,~~773~~044	$	87,~~533~~344,~~802~~850	$	6055,~~230~~193,~~510~~616
			After one but
	One year or		within five		After five
	less		years		years		Total
December 31, 2016
Single and multifamily residential real estate	$	1,445,328	$	6,710,484	$	5,158,318	$	13,314,130
Construction and development		2,987,321		4,829,172		97,290		7,913,783
Commercial real estate - other		3,144,814		16,958,206		1,930,570		22,033,590
Commercial business		6,203,428		8,736,000		1,014,678		15,954,106
Consumer		540,500		821,639		72,310		1,434,449
Total	$	14,321,391	$	38,055,501	$	8,273,166	$	60,650,058

Loans maturing after one year with:	~~June~~September 30, 2017		December 31, 2016
Fixed interest rates	$	2119,~~054~~326,~~109~~434	$	16,767,328
Floating interest rates	$	2524,~~804~~330,~~466~~460	$	29,561,339

NOTE 6 – FAIR VALUE

Assets and Liabilities Measured at Fair Value

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company determines the fair values of its financial instruments based on the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair value are detailed in Note 2.

Available-for-sale investment securities ($27,~~497~~729,~~655~~006 and $2,499,805 at ~~June~~September 30, 2017 and December 31, 2016, respectively) are carried at fair value and measured on a recurring basis using Level 2 inputs. Fair values are estimated by using bid prices and quoted prices of pools or tranches of securities with similar characteristics.

We do not record loans at fair value on a recurring basis. However, from time to time, a loan is considered impaired and a specific reserve within the allowance for loan losses is established or the loan is charged down to the fair value less costs to sell. At ~~June~~September 30, 2017, all impaired loans were evaluated on a nonrecurring basis based on the market value of the underlying collateral. Market values are generally obtained using independent appraisals or other market data, which the Company considers to be Level 3 inputs. The aggregate carrying amount, net of specific reserves, of impaired loans carried at fair value at ~~June~~September 30, 2017 and ~~December~~ December 31, 2016 was $~~1.2~~250,088 ~~million~~ and $1.6 million, respectively.

18Other real estate owned and repossessed assets, generally consisting of properties or other collateral obtained through foreclosure or in satisfaction of loans, are carried at the lower of cost or market value and measured on a non-recurring basis. Market values are generally obtained using independent appraisals which are generally prepared using the income or market valuation approach, adjusted for estimated selling costs which the Company considers to be Level 3 inputs. The carrying amount of other real estate owned and repossessed assets carried at fair value at September 30, 2017 and December 31, 2016 was $2.0 million and $2.2 million, respectively. The Company utilizes two methods to determine carrying values, either appraised value, or if lower, current net listing price.

Other real estate owned and repossessed assets, generally consisting of properties or other collateral obtained through foreclosure or in satisfaction of loans, are carried at the lower of cost or market value and measured on a non-recurring basis. Market values are generally obtained using independent appraisals which are generally prepared using the income or market valuation approach, adjusted for estimated selling costs which the Company considers to be Level 3 inputs. The carrying amount of other real estate owned and repossessed assets carried at fair value at June 30, 2017 and December 31, 2016 was $2.1 million and $2.2 million, respectively. The Company utilizes two methods to determine carrying values, either appraised value, or if lower, current net listing price.

The Company has no assets whose fair values are measured using Level 1 inputs. The Company also has no liabilities carried at fair value or measured at fair value.

For Level 3 assets measured at fair value on a non-recurring basis as of ~~June~~September 30, 2017, the significant observable inputs used in the fair value measurements were as as follows:

	Fair Value at
	June 30,					Significant
	September 30,				Significant
Description	2017		Valuation Technique	~~Valuation Technique~~	Unobservable Inputs	~~Unobservable Inputs~~
Other real estate owned and repossessed assets	$1,988,900	~~2,153,900~~	Appraised value	~~Appraised value~~	Discounts to reflect currentmarket conditions, abbreviatedholding period, and estimatedcosts to sell	~~Discounts to reflect current market conditions, abbreviated holding period, and estimated costs to sell~~
Impaired loans	$250,088	~~1,182,076~~	Internal assessment based onexternal third party appraisedvalue	~~Internal assessment based on external third party appraised value~~	Adjustments to estimatedvalue based on recent salesof comparable collateral	~~Adjustments to estimated value based on recent sales of comparable collateral~~

For Level 3 assets measured at fair value on a non-recurring basis as of December 31, 2016, the significant unobservable inputs used in the fair value measurements were as follows:

	Fair Value at
	December 31,				Significant	~~Significant~~
Description	2016		Valuation Technique	~~Valuation Technique~~	Unobservable Inputs	~~Unobservable Inputs~~
Other real estate owned and repossessed assets	$2,222,667	~~2,222,667~~	Appraised value	~~Appraised value~~	Discounts to reflect currentmarket conditions and estimatedcosts to sell	~~Discounts to reflect current market conditions and estimated costs to sell~~
Impaired loans	$1,606,590	~~1,606,590~~	Internal assessment based onexternal third partyappraised value	~~Internal assessment based on external third party appraised value~~	Adjustments to estimatedvalue based on recent sales ofcomparable collateral	~~Adjustments to estimated value based on recent sales of comparable collateral~~

Disclosures about Fair Value of Financial Instruments

FASB ASC Topic 825, “Financial Instruments” requires disclosure of fair value information, whether or not recognized in the consolidated balance sheets, when it is practical to estimate the fair value. FASB ASC Topic 825 defines a financial instrument as cash, evidence of an ownership interest in an entity or contractual obligations which require the exchange of cash or other financial instruments. Certain items are specifically excluded from the disclosure requirements, including the Company’s common stock, property, equipment and software, and other assets and liabilities.

Fair value approximates carrying value for the following financial instruments due to the short-term nature of the instrument: cash and due from banks, federal funds sold, and securities sold under agreements to repurchase. Investment securities are valued using quoted market prices. No ready market exists for non-marketable equity securities, and they have no quoted market value. However, redemption of these stocks has historically been at par value. Accordingly, the carrying amounts are deemed to be a reasonable estimate of fair value. Fair value of loans is based on the discounted present value of the estimated future cash flows. Discount rates used in these computations approximate the rates currently offered for similar loans of comparable terms and credit quality.

Fair value for demand deposit accounts and interest bearing accounts with no fixed maturity date is equal to the carrying value. Fair value of certificate of deposit accounts are estimated by discounting cash flows from expected maturities using current interest rates on similar instruments. Fair value for FHLB advances is based on discounted cash flows using the Company’s current incremental borrowing rate.

The Company has used management’s best estimate of fair value based on the above assumptions. Thus, the fair values presented may not be the amounts that could be realized in an immediate sale or settlement of the instrument. In addition, any income taxes or other expenses, which would be incurred in an actual sale or settlement, are not taken into consideration in the fair value presented.

19The estimated fair values of the Company’s financial instruments at September 30, 2017 and December 31, 2016 are as follows:

The estimated fair values of the Company’s financial instruments at June 30, 2017 and December 31, 2016 are as follows:

	Carrying
September 30, 2017	Amount		Fair Value		Level 1		Level 2	Level 3
Financial Assets:
Cash and due from banks	$	4,244,259	$	4,244,259	$	4,244,259	-	-
Interest bearing deposits in other institutions		8,750,000		8,750,000		-	8,750,000	-
Federal funds sold		4,277,000		4,277,000		4,277,000	-	-
Investment securities available for sale		7,729,006		7,729,006		-	7,729,006	-
Non-marketable equity securities		483,450		483,450		-	483,450	-
Loans, net		53,716,239		53,606,063		-	-	53,606,063
Bank owned life insurance		2,603,392		2,603,392		-	2,603,392	-

Financial Liabilities:
Federal Home Loan Bank advances		4,000,000		4,001,933		-	-	4,001,933
Deposits		72,895,493		72,684,063		-	72,684,063	-
Securities sold under agreements to repurchase		5,979		5,979		-	5,979	-

	Carrying
June 30, 2017	Amount		Fair Value		Level 1		Level 2		Level 3
Financial Assets:
Cash and due from banks	$	6,105,896	$	6,105,896	$	6,105,896		-		-
Interest bearing deposits in other institutions		8,750,000		8,750,000		-		8,750,000		-
Federal funds sold		6,055,000		6,055,000		6,055,000		-		-
Investment securities available for sale		2,497,655		2,497,655		-		2,497,655		-
Non-marketable equity securities		502,550		502,550		-		502,550		-
Loans, net		58,690,053		58,629,955		-		-		58,629,955
Bank owned life insurance		2,584,826		2,584,826		-		2,584,826		-
Financial Liabilities:
Federal Home Loan Bank advances		4,000,000		4,002,126		-		-		4,002,126
Deposits		76,098,343		75,861,220		-		75,861,220		-
Securities sold under agreements to repurchase		44,979		44,979		-		44,979		-
	Carrying
December 31, 2016	Amount		Fair Value		Level 1		Level 2		Level 3
Financial Assets:
Cash and due from banks	$	4,631,727	$	4,631,727	$	4,631,727	$	-	$	-
Interest bearing deposits in other institutions		10,500,000		10,500,000		-		10,500,000		-
Federal funds sold		6,143,000		6,143,000		6,143,000		-		-
Investment securities available for sale		2,499,805		2,499,805		-		2,499,805		-
Non-marketable equity securities		380,050		380,050		-		380,050		-
Loans, net		59,144,847		59,084,364		-		-		59,084,364
Bank owned life insurance		2,542,910		2,542,910		-		2,542,910		-
Financial Liabilities:
Deposits		79,707,648		79,598,034		-		79,598,034		-
Securities sold under agreements to repurchase		113,598		113,598		-		113,598		-

	Carrying
December 31, 2016	Amount		Fair Value		Level 1		Level 2		Level 3
Financial Assets:
Cash and due from banks	$	4,631,727	$	4,631,727	$	4,631,727	$	-	$	-
Interest bearing deposits in other institutions		10,500,000		10,500,000		-		10,500,000		-
Federal funds sold		6,143,000		6,143,000		6,143,000		-		-
Investment securities available for sale		2,499,805		2,499,805		-		2,499,805		-
Non-marketable equity securities		380,050		380,050		-		380,050		-
Loans, net		59,144,847		59,084,364		-		-		59,084,364
Bank owned life insurance		2,542,910		2,542,910		-		2,542,910		-
Financial Liabilities:
Deposits		79,707,648		79,598,034		-		79,598,034		-
Securities sold under agreements to repurchase		113,598		113,598		-		113,598		-

NOTE 7 – STOCK COMPENSATION PLANS

On July 26, 2005, the Company adopted the Independence Bancshares, Inc. 2005 Stock Incentive Plan (the “2005 Incentive Plan”) for the benefit of the directors, officers and employees. The 2005 Incentive Plan initially reserved up to 260,626 shares of the Company’s common stock for the issuance of stock options and contained evergreen provision, which provided that the maximum number of shares to be issued under the 2005 Incentive Plan would automatically increase each time the Company issues additional shares of common stock such that the total number of shares issuable under the 2005 Incentive Plan would at all times equal 12.5% of the then outstanding shares of common stock.

In February 2013, our board of directors amended the 2005 Incentive Plan to cap the number of shares issuable thereunder at 2,466,720 and adopted the Independence Bancshares, Inc. 2013 Equity Incentive Plan (the “2013 Incentive Plan”) which was subsequently approved by the Company’s shareholders at the 2013 annual shareholders’ meeting. The 2013 Incentive Plan is an omnibus equity incentive plan which provides for the granting of various types of equity compensation awards, including stock options, restricted stock, and stock appreciation rights, to the Company’s employees and directors.

20As of September 30, 2017 and December 31, 2016, 3,012,030 and 3,064,380, respectively, in total options were outstanding at a weighted average price of $0.94 and $1.04, respectively. Of the 3,012,030 options outstanding, all options were vested.

AsCompensation ofexpense ~~June~~related 30to stock options granted was $10,126 ~~2017~~for ~~and December~~the 31nine months ended September 30, 2016,. 3There was no compensation expense for the nine months ended September 30,~~064,380~~ ~~total~~2017 due the remaining stock options ~~were~~being ~~outstanding~~fully atvested ain ~~weighted average~~July ~~price~~2016. Compensation expense is based on the fair value of ~~$1.04.~~the Ofoption estimated at the ~~3,064,380~~date ~~options~~of ~~outstanding,~~grant ~~all~~using ~~options~~the ~~were~~Black-Scholes ~~vested~~option-pricing model. Compensation expense is recognized on a straight line basis over the vesting period of the option.

Compensation expense related to stock options granted was $10,128 for the six months ended June 30, 2016. There was no compensation expense for the six months ended June 30, 2017 due the remaining stock options being fully vested in July 2016. Compensation expense is based on the fair value of the option estimated at the date of grant using the Black-Scholes option-pricing model. Compensation expense is recognized on a straight line basis over the vesting period of the option.

NOTE 8 – BUSINESS SEGMENTS

Through December 31, 2016, the Company reported its activities as four business segments - —Community Banking, Transaction Services, Asset Management and Parent Only - —as defined in Note 1. In determining proper segment definition, the Company considers the materiality of a potential segment and components of the business about which financial information is available and regularly evaluated, relative to a resource allocation and performance assessment. As ofpreviously ~~June 30~~reported, ~~2017,~~ the Company determined that segment reporting was no longer necessary based on the lack of activity in the Transaction Services and Asset Management segments. Substantially all of the Company’s consolidated activity for the three and ~~six~~ nine months ended ~~June~~September 30, 2017 was derived from community banking.

As previously disclosed in the Form 10-Q filed August 10, 2016, our segment activity for the three months ended June 30, 2016 consisted of net loss of $331,438 from the Community Banking segment, a loss of $76,709 at the Transaction Services segment resulting from product research and development expense, $122,620 of loss at the Asset Management segment resulting from the costs to hold real estate owned, and a loss of $254,397 for the Parent Only segment. Our segment activity for the six months ended June 30, 2016 consisted of net loss of $278,505 from the Community Banking segment, a loss of $177,190 at the Transaction Services segment resulting from product research and development expense, $117,110 of loss at the Asset Management segment resulting from the costs to hold real estate owned, and a loss of $512,789 for the Parent Only segment. Also as previously reported, at June 30, 2016 the Holding Company had $600,000 in other real estate owned consisting of one commercial real estate property and had accrued expenses and other liabilities totaling $378,424.21

As previously disclosed in the Form 10-Q filed November 9, 2016, our segment activity for the three months ended September 30, 2016 consisted of net loss of $149,529 from the Community Banking segment, a loss of $27,364 at the Transaction Services segment resulting from product research and development expense, $43,664 of income at the Asset Management segment resulting from the sales of real estate owned, and a loss of $227,798 for the Parent Only segment. Our segment activity for the nine months ended September 30, 2016 consisted of net loss of $428,034 from the Community Banking segment, a loss of $204,554 at the Transaction Services segment resulting from product research and development expense, $73,446 of loss at the Asset Management segment resulting from the costs to hold real estate owned, and a loss of $740,587 for the Parent Only segment. Also as previously reported, at September 30, 2016 the Holding Company had $293,142 in other real estate owned consisting of one commercial real estate property and had accrued expenses and other liabilities totaling $458,308.

NOTE 9– BANK OWNED LIFE INSURANCE AND PRE-RETIREMENT BENEFIT PLAN

In June of 2016, the Bank purchased two bank owned life insurance policies with aggregate death benefits of $2,500,000 for investment purposes. The Bank is responsible for paying all premiums and is the owner and beneficiary of the policies.

In connection with the purchase of the bank owned life insurance, the Bank offered pre-retirement death benefits to selected employees of the Bank. The policies are not transferrable to the employees and are not impacted by a change in control. The pre-retirement death benefits are indirectly funded by the bank owned life insurance.

2122

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion reviews our results of operations and assesses our financial condition. You should read the following discussion and analysis in conjunction with the accompanying consolidated financial statements. The commentary should be read in conjunction with the discussion of forward-looking statements, the financial statements, and the related notes and the other statistical information included in this report.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including information included or incorporated by reference in this document, contains statements which constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may relate to our financial condition, results of operation, plans, objectives, or future performance. These statements are based on many assumptions and estimates and are not guarantees of future performance. Our actual results may differ materially from those anticipated in any forward-looking statements, as they will depend on many factors about which we are unsure, including many factors which are beyond our control. The words “may,” “would,” “could,” “should,” “will,” “expect,” “anticipate,” “predict,” “project,” “potential,” “believe,” “continue,” “assume,” “intend,” “plan,” and “estimate,” as well as similar expressions, are meant to identify such forward-looking statements. Potential risks and uncertainties that could cause our actual results to differ from those anticipated in our forward-looking statements include, but are not limited to, the following:

● strategies for growth and sources of new operating revenues; ● our ability to successfully consummate our previously announced merger with First Reliance, including the ability to obtain required regulatory approvals of the merger on the proposed terms and schedule or that the terms of the proposed merger may need to be unfavorably modified to satisfy such approvals or other closing conditions; ● the diversion of management time from core banking functions due to merger-related issues; ● potential difficulty in maintaining relationships with customers, associates or business partners as a result of our previously announced merger with First Reliance; ● operating revenues, expenses, effective tax rates, and other results of operations; ● current and future products and services and plans to develop and promote them; ● capital expenditures and our estimates regarding our capital expenditures; ● the lack of loan growth in recent years; ● credit losses as a result of declining real estate values, increasing interest rates, increasing unemployment, changes in payment behavior or other factors; ● credit losses due to loan concentration; ● the rate of delinquencies and amount of loans charged-off; ● allowances for loan losses and loan loss provisions; ● liquidity, working capital requirements and access to funding; ● cybersecurity risks, business disruptions or financial losses and changes in technology; ● our shareholder relations; ● defense of litigation brought by current and/or former officers, directors and/or shareholders; ● mergers and acquisitions activity; ● use of proceeds from sales of our securities; ● our ability to comply with regulations; ● relations with federal and state regulators; ● listing our shares, including any listing on a national securities exchange;

2223

● mergers and acquisitions activity; ● use of proceeds from sales of our securities; ● our ability to comply with regulations; ● relations with federal and state regulators; ● listing our shares, including any listing on a national securities exchange; ● changes in economic conditions; ● our ability to attract and retain key personnel; ● our ability to protect, use, develop, market and otherwise exploit our proprietary technology and intellectual property; ● our ability to retain our existing customers; ● increases in competitive pressure in the banking and financial services industries; ● adverse changes in asset quality and resulting credit risk related losses and expenses; ● changes in the interest rate environment, business conditions, inflation and changes in monetary and tax policies; ● changes in political, legislative or regulatory conditions; ● loss of consumer confidence and economic disruptions resulting from terrorist activities or other military actions; ● changes in deposit flows; ● changes in accounting policies and practices; and ● other risks and uncertainties detailed in our other filings with the SEC.

All forward-looking statements in this report are based on information available to us as of the date of this report. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee you that these expectations will be achieved. We undertake no obligation to publicly update or otherwise revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Critical Accounting Policies

We have adopted various accounting policies that govern the application of accounting principles generally accepted in the United States of America, and comport with general practices within the banking industry in the preparation of our financial statements. Our significant accounting policies are described in the footnotes to our audited consolidated financial statements as of December 31, 2016, as filed in our 2016 10-K.

Certain accounting policies involve significant judgments and assumptions by us that have a material impact on the carrying value of certain assets and liabilities. We consider these accounting policies to be critical accounting policies. The judgments and assumptions we use are based on historical experience and other factors, which we believe to be reasonable under the circumstances. Because of the nature of the judgment and assumptions we make, actual results could differ from these judgments and estimates that could have a material impact on the carrying values of our assets and liabilities and our results of operations.

Allowance for Loan Losses

We believe the allowance for loan losses is the critical accounting policy that requires the most significant judgments and estimates used in preparation of our consolidated financial statements. Some of the more critical judgments supporting the amount of our allowance for loan losses include judgments about the creditworthiness of borrowers, the estimated value of the underlying collateral, the assumptions about cash flow, determination of loss factors for estimating credit losses, the impact of current events and conditions, and other factors impacting the level of probable inherent losses. Under different conditions or using different assumptions, the actual amount of credit losses incurred by us may be different from management’s estimates provided in our consolidated financial statements. Refer to the portion of this discussion that addresses our allowance for loan losses for a more complete discussion of our processes and methodology for determining our allowance for loan losses.

Other Real Estate Owned and Repossessed Assets

Real estate and other property acquired in settlement of loans is recorded at the lower of cost or fair value less estimated selling costs, establishing a new cost basis when acquired. Fair value of such property is reviewed regularly and write-downs are recorded when it is determined that the carrying value of the property exceeds the fair value less estimated costs to sell. Recoveries of value are recorded only to the extent of previous write-downs on the property in accordance with FASB ASC Topic 360 “Property, Plant, and Equipment”. Write-downs or recoveries of value resulting from the periodic reevaluation of such properties, costs related to holding such properties, and gains and losses on the sale of foreclosed properties are charged against income. Costs relating to the development and improvement of such properties are capitalized.

Income Taxes

We use assumptions and estimates in determining income taxes payable or refundable for the current year, deferred income tax liabilities and assets for events recognized differently in our consolidated financial statements and income tax returns, and income tax benefit or expense. Determining these amounts requires analysis of certain transactions and interpretation of tax laws and regulations. Management exercises judgment in evaluating the amount and timing of recognition of resulting tax liabilities and assets. These judgments and estimates are reevaluated on a continual basis as regulatory and business factors change. Valuation allowances are established to reduce deferred tax assets if it is determined to be “more likely than not” that all or some portion of the potential deferred tax asset will not be realized. No assurance can be given that either the tax returns submitted by us or the income tax reported on the financial statements will not be adjusted by either adverse rulings by the United States Tax Court, changes in the tax code, or assessments made by the Internal Revenue Service. We are subject to potential adverse adjustments, including, but not limited to, an increase in the statutory federal or state income tax rates, the permanent non-deductibility of amounts currently considered deductible either now or in future periods, and the dependency on the generation of future taxable income, including capital gains, in order to ultimately realize deferred income tax assets.

Research and Development

All costs incurred to establish the technological feasibility of computer software to be sold, leased or otherwise marketed as research and development are expensed as incurred. Once technological feasibility has been established, the subsequent costs of producing, coding and testing the products should be capitalized. The expensing of computer software costs is discontinued when the product is available for general release for customers. The Company did not achieve technological feasibility in connection with the development of its digital banking business, and therefore, expensed all computer software purchases and development expenses related to research and development. As previously noted, on September 25, 2015, the Company suspended the development of its digital banking business. No research and development costs have been incurred in the three and ~~six~~nine months ended ~~June~~September 30, 2017.

Overview

~~The~~On September 25, 2017, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with First Reliance Bancshares, Inc. (“First Reliance”), the holding company of First Reliance Bank, Florence, South Carolina, which provides that, subject to the terms and conditions set forth in the Merger Agreement, the Company will merge with and into First Reliance, with First Reliance as the surviving corporation (the “Merger”). In addition, concurrently with or as soon as practicable following ~~discussion~~the Merger, the Bank will be merged with and into First ~~describes~~Reliance ~~our~~Bank. ~~results~~Under the terms of ~~operations~~the Merger Agreement, each share of common stock of the Company will be converted into the right to receive a cash payment of $0.125 and each share of Series A Preferred Stock of the Company will be redeemed for $1,000 per share. The Merger is subject to, among other things, regulatory approval and the ~~three~~approval of the Company’s shareholders, as well as other customary closing conditions, and ~~six~~is ~~month~~currently ~~periods~~expected ~~ended~~to close in the ~~June~~first 30quarter of 2018. Under the terms of the Merger Agreement, ~~2017~~each share of common stock of the Company will be converted into the right to receive a cash payment of $0.125 and ~~2016~~each share of Series A Preferred Stock of the Company will be redeemed for $1,000 per share. The Merger is subject to, among other things, regulatory approval and ~~also~~the ~~analyzes~~approval ~~our~~of ~~financial~~the ~~condition~~Company’s shareholders, as well as other customary closing conditions, as well as requirements to maintain balances for total loans of ~~June~~no 30less than $50 million, total deposits of no less than $65 million, and shareholder equity of at least $300,000 as of December 31, 2017 and $100,000 as of March 1, 2018, without giving effect to reasonable expenses paid or incurred by the Company in connection with the Merger, which may not to exceed $525,000 plus accumulated other comprehensive income. The Merger is currently expected to close in the first quarter of 2018.

The following discussion describes our results of operations for the three and nine month periods ended September 30, 2017 and 2016 and also analyzes our financial condition as of September 30, 2017.

The Consolidated Company

At ~~June~~September 30, 2017, we ~~had~~ had total assets of $8986.82 million, a decrease of $~~664,650~~4.3 million or 04.7%, from total assets of $90.5 million at December 31, 2016. The largest components of our total assets are net loans, interest bearing deposits in other institutions, investment securities available for sale, ~~other real estate owned,~~ federal funds sold and cash and due from banks, which were $5853.7 million, $8.8 million, $27.5 7 million, $2.10 million, $64.13 million and $64.12 million, respectively, at ~~June~~September 30, 2017. Comparatively, our net loans, investment securities available for sale, ~~interest~~ interest bearing deposits in other institutions, other real estate owned, federal funds sold and cash and due from banks totaled $59.1 million, $2.5 million, $10.5 million, $2.2 million, $6.1 million and $4.6 million, respectively, at December 31, 2016.

Our liabilities and shareholders’ equity at ~~June~~September 30, 2017 totaled $8077.74 million and $98.1 7 million, respectively, compared to liabilities of $80.5 million and shareholders’ equity of $9.9 million at December 31, 2016. The principal component of our liabilities is deposits, which were $7672.19 million and $79.7 million at ~~June~~September 30, 2017 and December 31, 2016, respectively.

24Our net loss was $357,106 for the three months ended September 30, 2017, or $0.02 per share, a slight decrease of $3,921, or 1.1%, compared to a net loss of $361,027, or $0.02 per share, for the three months ended September 30, 2016. This decrease in net loss was primarily driven by an increase in gains recognized due to the sale of real estate owned and the reversal of provision for loan losses within the quarter.

Our net loss was $~~207,621~~1.2 million for the ~~three~~nine months ended ~~June~~September 30, 2017, or $0.0106 per share, ana decrease ~~improvement~~ of $~~577~~234,~~543~~078, or 7316.62%, compared to a net loss of $~~785~~1.4 million,~~164,~~ or $0.04 07 per share, for the ~~three~~nine months ended ~~June~~September 30, 2016. This decrease in net loss was primarily driven by decreases in ~~activity~~product ~~related~~research toand ~~real~~development expenses ~~estate~~as ~~owned,~~ a ~~decrease~~result ~~in product~~of ~~research~~the ~~and~~Company’s decision to suspend development ~~expenses~~of its digital banking, payments and antransaction ~~increase~~services business on September 25, 2015, decreases in ~~other~~compensation ~~income~~and ~~due~~benefits and decreases in activity related to real estate owned, partially offset by the ~~value~~recognition of ~~bank~~a ~~owned~~provision ~~life~~for loan ~~insurance.~~loss during the period.

Our net loss was $855,437 for the six months ended June 30, 2017, or $0.04 per share, an improvement of $230,157, or 21.2%, compared to a net loss of $1.1 million, or $0.05 per share, for the six months ended June 30, 2016. This decrease in net loss was primarily driven by decreases in product research and development expenses as a result of the Company’s decision to suspend development of its digital banking, payments and transaction services business on September 25, 2015, decreases in compensation and benefits and decreases in activity related to real estate owned, partially offset by the recognition of a provision for loan loss during the period.

The Company

The Company’s cash balances, independent of the Bank, were approximately $1.76 million at ~~June~~ September 30, 2017 compared to cash balances of approximately $1.8 million at December 31, 2016. The ~~slight~~overall decrease in liquid assets of approximately $~~162~~330,000 is due primarily to the payment of accrued liabilities for professional services during the quarter.

The Bank

Like most community banks, we derive the majority of our income from interest we receive on our loans and investments. Our primary source of funds for making these loans and investments is our deposits, on which we pay interest. Consequently, one of the key measures of our success is our amount of net interest income, or the difference between the income on our interest earning assets, such as loans and investments, and the expense on our interest bearing liabilities, such as deposits and borrowings. Another key measure is the spread between the yield we earn on these interest earning assets and the rate we pay on our interest bearing liabilities.

At ~~June~~September 30, 2017, we ~~had~~ had total assets at the Bank of $8986.73 million compared to $90.4 million at ~~December~~ December 31, 2016. The largest components of total assets at the Bank are net loans, interest bearing deposits in other institutions, bank-owned life insurance, investment securities available for sale, other real estate owned, federal funds sold, and cash and due from banks, which were $5853.78 million, $8.8 million, $2.6 million, $27.57 million, $2.10 million, $64.13 million, and $64.1 3 million, respectively, at ~~June~~September 30, 2017. Comparatively, our net loans, interest bearing deposits in other institutions, bank-owned life insurance, investment securities available for sale, other real estate owned, federal funds sold and cash and due from banks totaled $59.1 million, $10.5 million, $2.5 million, $2.5 million, $2.2 million, $6.1 million and $4.6 million, respectively, at December 31, 2016. At ~~June~~September 30, 2017, we had total liabilities at the Bank of approximately $8278.0 7 million compared to approximately $82.0 million at December 31, 2016. The largest components of total liabilities at the Bank are deposits, which were $7774.85 million and $81.6 million at September ~~June~~ 30, 2017 and December 31, 2016, respectively.

Transaction Services

We began offering digital banking, payments and transaction services in October 2013 on a limited basis through the Bank’s Mobiliti application and until September 2015 we focused on expanding and growing this line of business (the “digital banking business”). On September 25, 2015, we suspended further development of our digital banking business and payments and transaction services business as the board of directors explores strategic alternatives for this line of business and the Company. The Bank continues to offer its customers its existing services through the Mobiliti application, but may not expand its digital banking business as originally planned.

Results of Operations

Three months ended ~~June~~ September 30, 2017 and 2016

We recorded a net loss of $~~207~~357,~~621~~106, or $0.0102 per diluted share, for the quarter ended ~~June~~September 30, 2017, compared to a net loss of $~~785~~361,~~164~~027, or $0.0402 per diluted share, for the quarter ended ~~June~~September 30, 2016. This decrease in net loss between comparable periods ~~was~~ was primarily driven by ~~decreases~~gains inrecognized ~~activity~~due ~~related~~ to the sale of real estate owned~~, a~~ ~~decrease~~and inthe ~~product~~reversal ~~research~~of ~~and~~provision ~~development~~for ~~expenses~~loan loss within the quarter, ~~and~~partially offset by an increase in ~~other income~~interest ~~due~~expense toand ~~the~~a ~~value~~decrease ofin ~~bank~~other ~~owned life insurance~~income. Each of these ~~components~~ components is discussed in greater detail below.

The following table sets forth information related to our average balances, average yields on assets, and average costs of liabilities for the three months ended ~~June~~September 30, 2017 and 2016. We derived these yields by dividing annualized income or expense by the ~~average~~ average balance of the corresponding assets or liabilities. We derived average ~~balances~~ balances from the daily balances throughout the periods indicated. The net amount of capitalized loan fees are amortized into interest income on loans.

	For the Three Months Ended September 30,
	2017						2016
	Average		Income/		Yield/		Average		Income/		Yield/
	Balance		Expense		Rate		Balance		Expense		Rate
Federal funds sold and other	$	18,580,217	$	57,564	1.23	%	$	7,440,380	$	15,386	0.82	%
Investment securities		2,612,078		7,631	1.16			10,402,196		61,709	2.35
Loans (1)		57,074,283		835,938	5.81			63,534,353		820,984	5.13
Total interest-earning assets	$	78,266,578	$	901,133	4.57	%	$	81,376,929	$	898,079	4.38	%

NOW accounts	$	8,958,340	$	2,576	0.11	%	$	9,899,720	$	3,084	0.12	%
Savings & money market		26,159,470		16,526	0.25			31,043,744		19,880	0.25
Time deposits		28,300,574		74,016	1.04			27,825,087		61,932	0.88
Total interest-bearing deposits		63,418,384		93,118	0.58			68,768,551		84,896	0.49
Borrowings		4,067,544		8,719	0.85			221,009		103	0.18
Total interest-bearing liabilities	$	67,485,928	$	101,837	0.60	%	$	68,989,560	$	84,999	0.49	%

Net interest spread					3.97	%					3.89	%
Net interest income/margin			$	799,296	4.05	%			$	813,080	3.96	%

	For the Three Months Ended June 30,
	2017						2016
	Average		Income/		Yield/		Average		Income/		Yield/
	Balance		Expense		Rate		Balance		Expense		Rate
Federal funds sold and other	$	14,922,691	$	39,375	1.06	%	$	9,286,750	$	16,223	0.70	%
Investment securities		2,501,291		6,802	1.09			10,540,497		65,886	2.51
Loans (1)		61,367,761		898,453	5.87			64,465,159		845,208	5.26
Total interest-earning assets	$	78,791,743	$	944,630	4.81	%	$	84,292,406	$	927,317	4.41	%
NOW accounts	$	9,307,895	$	2,711	0.12	%	$	8,634,931	$	2,547	0.12	%
Savings & money market		27,985,368		18,220	0.26			32,874,510		20,039	0.24
Time deposits (excluding brokered time deposits)		26,861,915		64,267	0.96			27,255,453		57,704	0.85
Total interest-bearing deposits		64,155,178		85,198	0.53			68,764,894		80,290	0.47
Borrowings		4,117,621		8,069	0.79			149,346		59	0.16
Total interest-bearing liabilities	$	68,272,799	$	93,267	0.55	%	$	68,914,240	$	80,349	0.47	%
Net interest spread					4.26	%					3.94	%
Net interest income/ margin			$	851,363	4.33	%			$	846,968	4.03	%

(1)	Nonaccrual loans are included in average balances for yield computations.

For the three months ended ~~June~~September 30, 2017, we recognized $~~944~~901,~~630~~133 in interest income and $93101,~~267~~837 in ~~interest~~ interest expense, resulting in net interest income of $~~851~~799,~~363~~296, ana ~~increase~~decrease of $413,~~395~~784, or 0 1.57%, over the same period in 2016. Average earning assets decreased to $78.8 3 million for the three months ended ~~June~~September 30, 2017 from $8481.3 4 million for the three months ended ~~June~~September 30, 2016, a decrease of $53.5 1 million, or 63.58%. This decrease in earning assets was primarily due to a $87.0 8 million decrease in average investment securities and a $36.15 million decrease in average loans between periods as a result of payoffs and repayments exceeding originations, partially offset by an $511.61 million increase in average federal funds sold and other interest-bearing balances. Average interest bearing liabilities decreased to $6867.35 million during the quarter ended ~~June~~September 30, 2017, from $6869.90 million for the three months ended ~~June~~September 30, 2016, a decrease of $~~641~~1.5 million,~~441,~~ or 02.92%. Net interest margin, calculated as annualized net interest income divided by average earning assets, increased from 43.0396% for the quarter ended ~~June~~September 30, 2016 to 4.3305% for the quarter ended ~~June~~ September 30, 2017, primarily due to an increase in yield on earning assets from 4.4138% to 4.8157% between periods, ~~and~~partially offset by an increase in cost of funds from 0.4749% to 0.5560% between periods due to the mix of liabilities and the timing of their repricing.

We recognized a reversal of provision for loan losses of $4,447 for the three months ended June 30, 2017, primarily to correct an entry for provision related to the purchased unsecured consumer loans. We did not recognize any provision for loan losses for the three months ended June 30, 2016. We recognized a provision for loan losses of $186,702 for the six months ended June 30, 2017, primarily as a result of the $4.8 million in purchased unsecured consumer loans added during the period. The allowance as a percentage of gross loans increased from 1.33% as of June 30, 2016 to 2.34% at June 30, 2017. Specific reserves were approximately $566,000 on impaired loans of $1.7 million as of June 30, 2017 compared to specific reserves of approximately $128,000 on impaired loans of $1.2 million as of June 30, 2016. As of June 30, 2017 and December 31, 2016, the general reserve allocation was 1.44% and 1.15%, respectively, of gross loans not impaired.

For the three months ended June 30, 2017, noninterest income was $93,452 compared to $86,374 for the three months ended June 30, 2016, an increase of $7,078, or 8.2%. Other noninterest income for the three months ended June 30, 2017 and 2016 was derived from service charges on deposits, customer service fees, and mortgage origination income. The primary contributor for this quarter’s increase was due to income on bank owned life insurance of $20,679.

During the quarter ended June 30, 2017, we incurred noninterest expenses of $1.2 million, compared to noninterest expenses of $1.7 million for the quarter ended June 30, 2016, a decrease of $561,623, or 32.7%. This decrease in noninterest expenses for the three month period ended June 30, 2017 primarily resulted from a decrease in product research and development expenses of $76,708 and a decrease in compensation and benefits expense of $90,755, and a decrease of $358,626 in real estate owned activity which includes expenses to carry other real estate, gains and losses on sales of other real estate, and write-downs on real estate owned. Compensation and benefits decreased $90,755 due to changes in staffing levels year over year for the quarter ended June 30, 2017.

We did not recognize any income tax benefit or expense for the three and six month periods ended June 30, 2017 and 2016 due to our net operating loss carryforward position. Accounting literature states that a deferred tax asset should be reduced by a valuation allowance if, based on the weight of all available evidence, it is more likely than not that the Company will not recognize the entire deferred tax asset. The determination of whether a deferred tax asset is realizable is based on weighing all available evidence, including both positive and negative evidence. In making such judgments, significant weight is given to evidence that can be objectively verified. We will continue to analyze our deferred tax assets and related valuation allowance on a quarterly basis, taking into account performance compared to forecasted earnings as well as current economic and internal information.

Six months ended June 30, 2017 and 2016

We recorded a net loss of $855,437 or $0.04 per diluted share, for the six months ended June 30, 2017, a decrease in loss of $230,157 compared to a net loss of $1.1 million, or $0.05 per diluted share, for the six months ended June 30, 2016. This decrease in loss between comparable periods was primarily driven by decreases in product research and development expense, compensation expense and real estate owned activity, partially offset by a decrease in non-interest income and the recognition of provision for loan losses. Each of these components is discussed in greater detail below.

The following table sets forth information related to our average balances, average yields on assets, and average costs of liabilities for the six months ended June 30, 2017 and 2016. We derived these yields by dividing annualized income or expense by the average balance of the corresponding assets or liabilities. We derived average balances from the daily balances throughout the periods indicated. The net amount of capitalized loan fees is amortized into interest income on loans.

	For the Six Months Ended June 30,
	2017						2016
	Average		Income/		Yield/		Average		Income/		Yield/
	Balance		Expense		Rate		Balance		Expense		Rate
Federal funds sold and other	$	15,045,410	$	77,518	1.04	%	$	10,015,928	$	32,865	0.66	%
Investment securities		2,501,907		13,536	1.09			10,618,273		134,084	2.54
Loans (1)		62,157,609		1,704,338	5.54			65,181,990		1,675,420	5.17
Total interest-earning assets	$	79,704,926	$	1,795,392	4.55	%	$	85,816,191	$	1,842,369	4.32	%
NOW accounts	$	9,236,875	$	5,093	0.11	%	$	8,660,208	$	5,139	0.12	%
Savings & money market		28,689,433		37,900	0.27			33,501,068		40,892	0.25
Time deposits (excluding brokered time deposits)		26,562,034		121,244	0.92			27,356,012		112,872	0.83
Total interest-bearing deposits		64,488,342		164,237	0.51			69,517,287		158,903	0.46
Borrowings		3,293,198		13,406	0.82			104,917		78	0.15
Total interest-bearing liabilities	$	67,781,540	$	177,643	0.53	%	$	69,622,204	$	158,981	0.46	%
Net interest spread					4.02	%					3.86	%
Net interest income/ margin			$	1,617,749	4.10	%			$	1,683,388	3.94	%

(1) Nonaccrual loans are included in average balances for yield computations.

For the six months ended June 30, 2017, we recognized $1.8 million in interest income and $177,643 in interest expense, resulting in net interest income of $1.6 million, a slight decrease of $65,639, or 3.9%, over the same period in 2016. Average earning assets decreased to $79.7 million for the six months ended June 30, 2017 from $85.8 million for the six months ended June 30, 2016 a decrease of $6.1 million, or 7.1%. This decrease in earning assets was due to a $8.1 million decrease in average investment securities and a decrease in average loans of $3.0 million between periods as a result of payoffs and repayments exceeding originations, partially offset by a $5.0 million increase in average federal funds sold and interest-bearing deposits in other institutions. Average interest bearing liabilities decreased to $67.8 million for the six months ended June 30, 2017 from $69.6 million for the six months ended June 30, 2016 a decrease of $1.8 million, or 2.6%. Net interest margin, calculated as annualized net interest income divided by average earning assets increased to 4.10% for the six months ended June 30, 2017, primarily due to a slight increase in yield on earning assets from 4.32% to 4.55% between periods.

We recognized a provision for loan losses of $186,702 for the six months ended June 30, 2017, primarily as a result of the $4.8 million in purchased unsecured consumer loans added during the period. We recognized a reversal of provision for loan losses of $68,000 for the six months ended June 30, 2016. The provision for loan losses is discussed further below under “Provision and Allowance for Loan Losses.”

~~For~~We recognized a reversal of provision for loan losses of $7,159 for the ~~six~~three months ended ~~June~~ September 30, 2017, ~~noninterest~~primarily ~~income~~due ~~was~~to ~~$200,826~~the ~~compared~~reduction toin ~~$284~~the purchased unsecured consumer loan portfolio,~~809~~ for which we recorded a provision during the ~~six~~first quarter of 2017. We did not recognize any provision for loan losses for the three months ended September ~~June~~ 30, 2016,. The allowance as a ~~decrease~~percentage of ~~$83,983,~~gross orloans ~~29.5%~~increased ~~between comparable~~from ~~periods~~1.34% ~~Noninterest~~as ~~income~~of ~~for~~September ~~the~~30, ~~six~~2016 ~~months~~to ~~ended~~2.49% ~~June~~at September 30, 2017. ~~and~~Specific ~~2016 was~~reserves ~~derived~~were ~~from~~approximately ~~service~~$601,000 ~~charges~~ on ~~deposits~~impaired loans of approximately $851,000 ~~customer~~as ~~service~~of September ~~fees~~30, ~~rental~~2017 ~~income~~compared to specific reserves of approximately $129,000 on ~~and~~impaired ~~mortgage~~loans ~~origination~~of ~~income~~$1.4 Inmillion ~~addition~~as of September 30, ~~noninterest~~2016. ~~income~~As ~~for~~of ~~June~~September ~~2016~~30, ~~was~~2017 ~~positively~~and ~~impacted~~December by31, 2016, the ~~collection~~general ofreserve ~~SBA~~allocation ~~loan~~was ~~fees~~1.42% ofand 1.15%, ~~$119~~respectively,~~306~~ of gross loans not impaired.

~~During~~For the ~~six~~three months ended ~~June~~September 30, 2017, ~~we incurred~~ noninterest ~~expenses~~income ofwas $~~2.5 million~~107,961 compared to ~~noninterest~~ ~~expenses of~~ $~~3.1~~143,538 ~~million~~ for the three ~~six~~ months ended ~~June~~September 30, 2016, a decrease of $~~634~~35,~~481~~577, or 2024.38%. ~~This~~Other noninterest ~~decrease~~income infor ~~noninterest~~the ~~expenses~~three ~~resulted~~months ended September 30, 2017 and 2016 was ~~primarily~~derived from aservice ~~decrease~~charges inon ~~product~~deposits, ~~research~~customer ~~and~~service ~~development~~fees, ~~expenses~~and ofmortgage ~~$177,190~~origination aincome. ~~decrease~~The inprimary ~~compensation~~contributor ~~and~~for ~~benefits~~this ofquarter’s ~~$118,457,~~decrease ~~and~~was due to a decrease in ~~real~~ ~~estate~~mortgage ~~owned~~origination ~~activity~~income ofdue ~~$322,156.~~to ~~Compensation~~the timing and ~~benefits~~volume ~~decreased by~~of ~~$118,457~~loan ~~due~~closings toand ~~changes~~a decrease in ~~staffing~~income ~~levels~~from ~~year~~bank ~~over~~owned ~~year~~life ~~for~~insurance ~~the six months~~incurred ~~ended~~during ~~June~~the ~~30, 2017~~quarter.

WeDuring ~~did not recognize any income tax benefit or expense for~~ the ~~three~~quarter ~~and six month periods~~ ended September ~~June~~ 30, 2017, ~~and~~we ~~2016~~incurred ~~due~~noninterest toexpenses ~~our~~of ~~net operating loss carryforward position~~$1.3 ~~Accounting~~million, compared ~~literature~~to ~~states~~noninterest ~~that~~expenses aof ~~deferred~~$1.3 ~~tax~~million ~~asset~~for ~~should~~the bequarter ~~reduced~~ended bySeptember ~~a valuation~~30, ~~allowance if~~2016, ~~based~~a ondecrease ~~the weight~~ of ~~all available evidence~~$46,123, itor is3.5%. ~~more~~This ~~likely than~~decrease ~~not~~in ~~that~~noninterest expenses for the ~~Company~~three ~~will~~month ~~not~~period ~~recognize~~ended ~~the~~September ~~entire~~30, ~~deferred~~2017 ~~tax~~primarily ~~asset.~~resulted ~~The determination~~from ~~of whether~~ a decrease ~~deferred~~in ~~tax~~product ~~asset~~research isand ~~realizable~~development isexpenses ~~based~~of ~~on weighing all available evidence~~$27,364 ~~including both positive~~ and ~~negative~~a ~~evidence. In making~~decrease ~~such~~in ~~judgments,~~compensation ~~significant~~and ~~weight~~benefits isexpense ~~given~~of to$57,143, ~~evidence~~partially ~~that~~offset ~~can~~by ~~be objectively~~increases ~~verified.~~in Wedata ~~will~~processing ~~continue~~and toprofessional ~~analyze~~fees ~~our~~related ~~deferred~~to ~~tax~~the ~~assets~~direct ~~and~~mail ~~related~~consumer ~~valuation~~lending ~~allowance~~initiative. onCompensation aand ~~quarterly~~benefits ~~basis,~~decreased ~~taking~~due ~~into~~to ~~account~~changes ~~performance~~in ~~compared~~staffing tolevels ~~forecasted~~year ~~earnings~~over asyear ~~well~~for asthe ~~current~~quarter ~~economic~~ended ~~and~~September ~~internal~~30, ~~information~~2017.

We did not recognize any income tax benefit or expense for the three and nine month periods ended September 30, 2017 and 2016 due to our net operating loss carryforward position. Accounting literature states that a deferred tax asset should be reduced by a valuation allowance if, based on the weight of all available evidence, it is more likely than not that the Company will not recognize the entire deferred tax asset. The determination of whether a deferred tax asset is realizable is based on weighing all available evidence, including both positive and negative evidence. In making such judgments, significant weight is given to evidence that can be objectively verified. We will continue to analyze our deferred tax assets and related valuation allowance on a quarterly basis, taking into account performance compared to forecasted earnings as well as current economic and internal information.

Nine months ended September 30, 2017 and 2016

We recorded a net loss of $1.2 million or $0.06 per diluted share, for the nine months ended September 30, 2017, a decrease in loss of $226,919 compared to a net loss of $1.4 million, or $0.07 per diluted share, for the nine months ended September 30, 2016. This decrease in loss between comparable periods was primarily driven by decreases in product research and development expense, compensation expense and real estate owned activity, partially offset by a decrease in non-interest income and the recognition of provision for loan losses. Each of these components is discussed in greater detail below.

The following table sets forth information related to our average balances, average yields on assets, and average costs of liabilities for the nine months ended September 30, 2017 and 2016. We derived these yields by dividing annualized income or expense by the average balance of the corresponding assets or liabilities. We derived average balances from the daily balances throughout the periods indicated. The net amount of capitalized loan fees is amortized into interest income on loans.

	For the Nine Months Ended September 30,
	2017						2016
	Average		Income/		Yield/		Average		Income/		Yield/
	Balance		Expense		Rate		Balance		Expense		Rate
Federal funds sold and other	$	16,236,627	$	135,082	1.11	%	$	9,151,146	$	48,251	0.70	%
Investment securities		2,539,034		21,167	1.11			10,545,721		195,793	2.48
Loans (1)		60,468,110		2,540,276	5.61			64,628,769		2,496,404	5.16
Total interest-earning assets	$	79,243,771	$	2,696,525	4.55	%	$	84,325,636	$	2,740,448	4.34	%

NOW accounts	$	9,143,010	$	7,669	0.11	%	$	9,076,395	$	8,224	0.12	%
Savings & money market		27,836,844		54,427	0.26			32,675,984		60,772	0.25
Time deposits		27,147,915		195,259	0.96			27,513,511		174,803	0.85
Total interest-bearing deposits		64,127,769		257,355	0.54			69,265,890		243,799	0.47
Borrowings		3,554,150		22,125	0.83			143,897		181	0.17
Total interest-bearing liabilities	$	67,681,919	$	279,480	0.55	%	$	69,409,787	$	243,980	0.47	%

Net interest spread					3.99	%					3.87	%

Net interest income/margin			$	2,417,045	4.07	%			$	2,496,468	3.95	%

(1) Nonaccrual loans are included in average balances for yield computations.

For the nine months ended September 30, 2017, we recognized $2.7 million in interest income and $279,480 in interest expense, resulting in net interest income of $2.4 million, a slight decrease of $79,423, or 3.2%, over the same period in 2016. Average earning assets decreased to $79.2 million for the nine months ended September 30, 2017 from $84.3 million for the nine months ended September 30, 2016 a decrease of $5.1 million, or 6.0%. This decrease in earning assets was due to a $8.0 million decrease in average investment securities and a decrease in average loans of $4.2 million between periods as a result of payoffs and repayments exceeding originations, partially offset by a $7.1 million increase in average federal funds sold and interest-bearing deposits in other institutions. Average interest bearing liabilities decreased to $67.7 million for the nine months ended September 30, 2017 from $69.4 million for the nine months ended September 30, 2016 a decrease of $1.7 million, or 2.5%. Net interest margin, calculated as annualized net interest income divided by average earning assets increased to 4.07% for the nine months ended September 30, 2017 from 3.95 for the nine months ended September 30, 2016, primarily due to an increase in yield on earning assets from 4.34% to 4.55% between periods.

We recognized a provision for loan losses of $179,543 for the nine months ended September 30, 2017, primarily related to our purchased unsecured consumer loans portfolio. The increased provision for the nine months ended September 30, 2017 related to the purchased consumer loan portfolio was based on history provided by the broker, Banc Alliance, as Banc Alliance can better substantiate loss histories in the areas of the country in which the loans are originated. We recognized a reversal of provision for loan losses of $68,000 for the nine months ended September 30, 2016. The provision for loan losses is discussed further below under “Provision and Allowance for Loan Losses.”

For the nine months ended September 30, 2017, noninterest income was $308,787 compared to $428,347 for the nine months ended September 30, 2016, a decrease of $119,560, or 27.9% between comparable periods. Noninterest income for the nine months ended September 30, 2017 and 2016 was derived from service charges on deposits, customer service fees, rental income, and mortgage origination income. In addition, noninterest income for September 2016 was positively impacted by the collection of SBA loan fees of $119,306.

During the nine months ended September 30, 2017, we incurred noninterest expenses of $3.8 million, compared to noninterest expenses of $4.4 million for the nine months ended September 30, 2016, a decrease of $680,604, or 15.3%. This decrease in noninterest expenses resulted primarily from a decrease in product research and development expenses of $204,554, a decrease in compensation and benefits of $175,600, and a decrease in real estate owned activity of $332,071. Noninterest expense was also impacted by $100,000 in expenses related to the pending merger during the quarter. Compensation and benefits decreased by $175,600 due to changes in staffing levels year over year for the nine months ended September 30, 2017.

Assets and Liabilities

General

Total assets as of ~~June~~September 30, 2017 and December 31, 2016 were $8986.82 million and $90.4 million, respectively, a decrease of $~~664,650~~4.3 million. Loans, net of allowance decreased $~~454,794~~5.4 million due to loan repayments of $1218.1 4 million inand ~~loan~~transfers ~~originations~~to other real estate owned during the quarter, ~~which~~exceeding ~~includes~~loan originations of $414.8 million ~~in purchased~~during ~~unsecured~~the ~~consumer~~nine ~~loans~~months ended September 30, ~~partially~~2017, ~~offset~~which byincludes ~~loan~~the ~~repayments~~purchase of $124.2 8 million ~~and~~of ~~transfers~~unsecured toconsumer ~~other~~loans ~~real~~that ~~estate~~was ~~owned~~completed ~~during~~in the first quarter of 2017. Other real estate owned decreased $68233,767 due to the sale of ~~one~~two ~~piece~~pieces of real estate for proceeds of $~~243~~450,~~085~~732 and agains ~~gain~~ recognized as a result of the ~~sale~~sales of $951,~~318~~965, partially offset by one loan transfer for $165,000 during the ~~quarter~~nine months ended September 30, 2017. Investment securities available for sale ~~decreased~~increased $5.2~~,150~~ million as a result of the purchase of two government sponsored mortgage-backed securities of $5.2 million, a $~~155~~ 388 change in unrealized losses and $13,~~995~~127 in amortization. Interest-bearing deposits in other institutions decreased $1.8 million due to the maturities of time deposits during the ~~quarter~~nine months ended September 30, 2017. Cash and due from banks ~~increased~~decreased $~~1.5~~387,468 ~~million~~ and federal funds sold decreased $~~88,000~~1.9 million. At ~~June~~September 30, 2017, our total assets consisted principally of $64.12 million in cash and due from banks, $64.13 million in fed funds sold, $8.8 million in interest bearing deposits in other institutions, $27.57 million in investment securities, $5853.7 million in net loans, $2.0 million in property and equipment, $2.6 million in bank-owned life insurance and $2.10 million in other real estate owned and repossessed assets. Our management closely monitors and seeks to maintain appropriate levels of interest-earning assets and interest-bearing liabilities so that maturities of assets are such that adequate funds are provided to meet customer withdrawals and demand.

Liabilities at ~~June~~September 30, 2017 totaled $8077.74 million, representing ana ~~increase~~decrease of approximately $~~190,942~~ 3.1 million compared to $80.5 million at December 31, 2016, and consisted principally of $7672.19 million in deposits, $4.0 million in Federal Home Loan Bank advances and $~~552~~526,~~312~~915 in accounts payable and accrued expenses. At ~~June~~September 30, 2017, shareholders’ equity was $98.17 million compared to $9.9 million at December 31, 2016. Shareholders’ equity decreased in the 2017 period due to the recognition of a net loss of $~~855,437~~1.1 million.

Loans

Since loans typically provide higher interest yields than other types of interest-earning assets, we invest a substantial percentage of our interest-earning assets in our loan portfolio. At ~~June~~September 30, 2017, our gross loan portfolio consisted primarily of $2618.86 million of commercial real estate loans, $156.48 million of construction and development loans, $12.8 million of commercial business loans, $1211.17 million of residential real estate and home equity loans and $5.93 million of consumer loans. Our current loan portfolio composition is not materially different than the loan portfolio composition disclosed, other than the increase in consumer loans resulting from the purchase of $4.8 million in unsecured consumer loans completed during the ~~six~~first ~~month~~quarter ~~period~~of ~~ended June 30,~~ 2017, in the footnotes to the consolidated financial statements included in our 2016 10-K. We experienced net repayments of $~~103,091~~5.1 million during the ~~six~~nine months ended ~~June~~ September 30, 2017 as a result of payoffs and repayments of $1220.23 million exceeding advances of $710.31 million and purchased unsecured consumer loans of $4.8 million. In addition, we have decided not to further pursue the exploratory initiative to expand our online consumer lending. WeTogether with our pending merger with First Reliance, we continue to examine other strategies to supplement our current lending strategy to profitably grow the Bank and enhance shareholder value while also carefully considering liquidity needs and credit risk management.

2830

The composition of net loans by major category as of ~~June~~September 30, 2017 was as follows:

	June 30, 2017			% of Total
	September 30, 2017			% of Total
Real estate:
Commercial	$	1918,~~531~~602,~~490~~481		3233.58	%
Construction and development		76,~~248~~787,~~259~~780		12.13
Single and multifamily residential		1211,~~124~~728,~~136~~159		2021.13
Total real estate loans		3837,~~903~~118,~~885~~420		6467.74
Commercial business		1512,~~423~~788,~~094~~351		2523.72
Consumer		5,~~903~~286,~~531~~845		9.86
Deferred origination fees, net		(~~132~~105,~~939~~377	)	(0.2	)
Gross loans, net of deferred fees		6055,~~097~~088,~~571~~239		100.0	%
Less allowance for loan losses		(1,~~407~~372,~~518~~000	)
Loans, net	$	5853,~~690~~716,~~053~~239
	December 31, 2016			% of Total
Real estate:
Commercial	$	22,033,590		36.4	%
Construction and development		7,913,783		13.1
Single and multifamily residential		13,314,130		22.0
Total real estate loans		43,261,503		71.5
Commercial business		15,954,106		26.4
Consumer		1,434,449		2.4
Deferred origination fees, net		(167,062	)	(0.3	)
Gross loans, net of deferred fees		60,482,996		100.0	%
Less allowance for loan losses		(1,338,149	)
Loans, net	$	59,144,847

The largest component of our loan portfolio at ~~June~~September 30, 2017 was $1918.56 million of commercial real estate loans, which represented 3233.58% of the portfolio. The remainder of our loan portfolio consisted primarily of $1211.17 million of single and multifamily residential loans, $76.28 million of construction and development loans, $5.9 3 million in consumer loans, which include $43.48 million in purchased unsecured loans and $1512.48 million of commercial business loans.

Loan Performance and Asset Quality

The downturn in general economic conditions during the late 2000s resulted in increased loan delinquencies, defaults and foreclosures within our loan portfolio, although the last 24 months have seen a stabilization in delinquencies, defaults and foreclosures and an increase in recoveries. The declining real estate market had a significant impact on the performance of our loans secured by real estate. In some cases, the downturn resulted in significant impairment to the value of our collateral and our ability to sell the collateral upon foreclosure. Although the real estate collateral provides an alternate source of repayment in the event of default by the borrower, collateral values deteriorated during the downturn, resulting in credit losses. There is a risk that this trend will continue, which could result in additional loss of earnings, increases in our provision for loan losses and loan charge-offs.

Past due payments are often one of the first indicators of a problem loan. We perform a continuous review of our past due report in order to identify trends that can be resolved quickly before a loan becomes significantly past due. We determine past due and delinquency status based on the contractual terms of the note. When a borrower fails to make a scheduled loan payment, we attempt to cure the default through several methods including, but not limited to, collection contact and assessment of late fees. Generally, a loan will be placed on nonaccrual status when it becomes 90 days past due as to principal or interest (unless the loan is well-collateralized and in the process of collection), or when management believes, after considering economic and business conditions and collection efforts, that the borrower’s financial condition is such that collection of the loan is doubtful. When a loan is placed in nonaccrual status, interest accruals are discontinued and income earned but not collected is reversed. Cash receipts on nonaccrual loans are not recorded as interest income, but are used to reduce principal.

~~Refer to Note 5, Loans, for a table summarizing delinquencies and nonaccruals, by portfolio class, as of June 30, 2017 and December~~ 31, 2016. Total delinquent and nonaccrual loans decreased from $1.8 million at December 31, 2016 to $860,335 at June 30, 2017, a decrease of $913,138, or 51.5%. Nonaccrual loans increased during the six months due to the transfer of four loans during January and February to nonaccrual status, partially offset by one nonaccrual loan transferring to other real estate owned and one nonaccrual loan being fully charged off during the period ended June 30, 2017. In the current quarter, the three remaining nonaccrual loans from one relationship were restructured into one nonaccrual loan. At June 30, 2017, nonaccrual loans represented 1.10% of gross loans compared to 0.05% of gross loans as of December 31, 2016. Loans past due 30-89 days are considered potential problem loans and amounted to $199,605 at June 30, 2017 compared to $1.5 million at December 31, 2016.

~~Another~~Refer ~~method~~to ~~used~~Note ~~to monitor~~5, ~~the~~Loans, ~~loan~~for ~~portfolio~~a istable ~~credit~~summarizing ~~grading.~~delinquencies Asand ~~part~~nonaccruals, by portfolio class, as of ~~the~~September ~~loan~~30, ~~review process~~2017 and December 31, 2016. Total delinquent and nonaccrual loans ~~are~~decreased ~~given~~from ~~individual~~$1.8 ~~credit~~million ~~grades~~at December 31, ~~representing~~2016 ~~the~~to ~~risk~~$869,499 ~~we believe~~at isSeptember ~~associated~~30, ~~with~~2017, ~~the~~a ~~loan~~decrease ~~balance.~~of ~~Credit~~$903,974, ~~grades~~or ~~are~~51.0%. ~~assigned~~Nonaccrual ~~based~~loans ~~on factors~~increased ~~that~~$333,754 ~~impact~~during the ~~collectability~~nine ofmonths ~~the~~due ~~loan,~~to the ~~strength~~transfer of ~~the borrower,~~four ~~the~~loans ~~type~~during ofJanuary ~~collateral~~and February to nonaccrual status, ~~and~~partially ~~loan~~offset ~~performance.~~by ~~Commercial~~one ~~loans~~nonaccrual ~~are individually~~loan ~~graded~~transferring atto ~~origination~~other real estate owned and ~~credit~~one ~~grades~~nonaccrual ~~are~~loan ~~reviewed~~being onfully acharged ~~regular basis~~off induring ~~accordance~~the ~~with~~nine ~~our~~months ~~loan~~ended ~~policy~~September 30, 2017. ~~Consumer~~In ~~loans~~the ~~are~~nine ~~assigned~~month aperiod, ~~“pass” credit~~the ~~rating~~three ~~unless~~remaining ~~something~~nonaccrual ~~within~~loans ~~the~~from one relationship were restructured into one nonaccrual loan. ~~warrants~~At aSeptember ~~specific classification~~30, ~~grade~~2017, nonaccrual loans represented 1.15% ~~Refer~~of gross loans compared to ~~Note~~0.50% 5of gross loans as of December 31, 2016. Loans, ~~for~~past adue ~~table~~30-89 ~~summarizing management’s~~days ~~internal~~are ~~credit~~considered ~~risk~~potential ~~grades,~~problem byloans ~~portfolio~~and ~~class,~~amounted asto of$220,243 ~~June~~at September 30, 2017 ~~and~~compared to $1.5 million at December 31, 2016. At September 30, 2017, there was one accruing purchased consumer loan which was contractually past due 90 days or more as to principal and interest payments.

~~Loans~~Another ~~graded~~method ~~one~~used ~~through four~~to ~~are~~monitor ~~considered~~the ~~“pass”~~loan ~~credits.~~portfolio Atis ~~June~~credit ~~30,~~grading. ~~2017,~~As ~~approximately~~part ~~96%~~ of the loan ~~portfolio~~review ~~had~~process, aloans are given individual credit ~~grade~~grades, ofrepresenting ~~“pass”~~the ~~compared~~risk towe ~~95%~~believe atis ~~December~~associated ~~31, 2016~~with the loan balance. ~~For~~Credit ~~loans~~grades toare ~~qualify~~assigned ~~for~~based ~~this~~on ~~grade,~~factors ~~they~~that ~~must~~impact bethe ~~performing~~collectability ~~relatively close~~of tothe ~~expectations~~loan, ~~with~~the nostrength ~~significant~~of ~~departures~~the ~~from~~borrower, the ~~intended~~type ~~source~~ of collateral, and ~~timing~~loan ofperformance. ~~repayment~~Commercial loans are individually graded at origination and credit grades are reviewed on a regular basis in accordance with our loan policy. Consumer loans are assigned a “pass” credit rating unless something within the loan warrants a specific classification grade. Refer to Note 5, Loans, for a table summarizing management’s internal credit risk grades, by portfolio class, as of September 30, 2017 and December 31, 2016.

Loans ~~with~~graded aone ~~credit~~through ~~grade of~~four ~~five~~ are ~~not~~ considered ~~classified;~~“pass” ~~however~~credits. ~~they~~At ~~are~~September ~~categorized~~30, ~~as a special mention or watch list credit~~2017, ~~and~~approximately ~~are~~95% ~~considered~~of ~~potential problem loans. This classification is utilized by us when we have an initial concern about~~ the ~~financial~~ ~~health~~loan ~~of a borrower. These loans are designated as such in order to be monitored more closely than other credits in our~~ portfolio. Wehad ~~then~~a ~~gather current financial information about the borrower and evaluate our current risk in the~~ credit. Wegrade ~~will~~of ~~then either reclassify the loan as~~ “~~substandard~~pass” orcompared ~~back~~ to ~~its~~95% ~~original~~at ~~risk~~December ~~rating~~31, ~~after a review of the information~~2016. ~~There~~For ~~are~~loans ~~times when~~to wequalify ~~may~~for ~~leave~~this ~~the~~grade, ~~loan~~they onmust ~~the~~be ~~watch~~performing ~~list,~~relatively ~~if,~~close into ~~management’s opinion~~expectations, ~~there are~~with ~~risks~~no ~~that~~significant ~~cannot~~departures befrom ~~fully evaluated without~~ the ~~passage~~intended ofsource ~~time,~~ and ~~we determine~~timing toof ~~review the loan on a more regular basis~~repayment. ~~Loans~~Consumer ~~on the watch list are not considered problem~~ loans ~~until they~~ are ~~determined~~assigned bya ~~management~~“pass” tocredit ~~be classified~~rating asunless ~~substandard.~~something Aswithin ~~of June 30, 2017 and December 31, 2016, we had loans totaling $820,493 and $835,501, respectively, on~~ the ~~watch~~loan ~~list.~~warrants ~~Watch list~~a ~~loans~~specific ~~remained~~classification ~~relatively constant as no new loans were downgraded during the quarter~~grade.

Loans ~~graded~~with ~~six~~a orcredit ~~greater~~ grade of five are not considered classified; ~~credits.~~however Atthey ~~June~~are ~~30,~~categorized ~~2017~~as ~~and~~a ~~December~~special ~~31,~~mention ~~2016~~or watch list credit, ~~classified~~ ~~loans~~and ~~totaled~~are $1considered potential problem loans.7 ~~million~~This ~~and~~classification $2is utilized by us when we have an initial concern about the financial health of a borrower.2 ~~million,~~These ~~respectively~~loans are designated as such in order to be monitored more closely than other credits in our portfolio. ~~The decrease~~We then gather current financial information about the borrower and evaluate our current risk in ~~this~~the ~~category~~credit. ofWe ~~$507,143,~~will then either reclassify the loan as “substandard” or 22back to its original risk rating after a review of the information.~~9%,~~ ~~during~~There are times when we may leave the ~~six~~loan ~~months~~on ~~ended June~~the 30watch list, ~~2017~~if, isin ~~primarily~~management’s ~~due~~opinion, tothere ~~one~~are ~~loan~~risks ~~moving~~that tocannot ~~other~~be ~~real~~fully ~~estate~~evaluated ~~owned~~without ~~for $165~~the passage of time,~~000~~ and ~~two~~we determine to review the loan on a more regular basis. Loans on the watch list are not considered problem loans ~~for~~until ~~approximately~~they ~~$119,000~~are ~~being~~determined ~~charged~~by ~~off~~management ~~which~~to ~~were both~~be ~~fully~~classified ~~reserved~~as atsubstandard. As of September 30, 2017 and December 31, 2016, ~~and~~we ~~approximately~~had loans totaling $66813,~~000~~662 inand ~~loan paydowns~~$835,501, respectively, on the watch list. ~~Classified~~Watch ~~credits~~list ~~are~~loans ~~evaluated~~remained ~~for~~relatively ~~impairment~~constant onas ano ~~quarterly basis~~new loans were downgraded during the quarter.

Loans graded six or greater are considered classified credits. At September 30, 2017 and December 31, 2016, classified loans totaled $1.8 million and $2.2 million, respectively. The decrease in this category of $434,728, or 19.6%, during the nine months ended September 30, 2017 is primarily due to one loan moving to other real estate owned for $165,000, one loan for $114,114 being deemed impaired during the quarter and two loans for approximately $119,000 being charged off which were both fully reserved at December 31, 2016, and approximately $37,000 in loan paydowns. Classified credits are evaluated for impairment on a quarterly basis.

A loan is considered impaired when, based on current information and events, we conclude it is probable that we will be unable to collect the scheduled payments of principal or interest when due, according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Impairment is measured on a loan-by-loan basis by calculating either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent. The resultant shortfall is charged to provision for loan losses and is classified as a specific reserve. When an impaired loan is ultimately charged-off, the charge-off is taken against the specific reserve.

At September 30, 2017, impaired loans totaled $850,636, all of which were valued on a nonrecurring basis at the lower of cost or market value of the underlying collateral. Market values were obtained using independent appraisals, updated in accordance with our reappraisal policy, or other market data such as recent offers to the borrower. As of September 30, 2017, we had loans totaling approximately $1.8 million that were classified in accordance with our loan rating policies but were not considered impaired. Refer to Note 5, Loans, for a table summarizing information relative to impaired loans, by portfolio class, at September 30, 2017 and December 31, 2016.

At June 30, 2017, impaired loans totaled $1.7 million, all of which were valued on a nonrecurring basis at the lower of cost or market value of the underlying collateral. Market values were obtained using independent appraisals, updated in accordance with our reappraisal policy, or other market data such as recent offers to the borrower. As of June 30, 2017, we had loans totaling approximately $820,000 that were classified in accordance with our loan rating policies but were not considered impaired. Refer to Note 5, Loans, for a table summarizing information relative to impaired loans, by portfolio class, at June 30, 2017 and December 31, 2016. 32

TDRs are loans which have been restructured from their original contractual terms and include concessions that would not otherwise have been granted outside of the financial difficulty of the borrower. Concessions can relate to the contractual interest rate, maturity date, or payment structure of the note. As part of our workout plan for individual loan relationships, we may restructure loan terms to assist borrowers facing challenges in the current economic environment. The purpose of a TDR is to facilitate ultimate repayment of the loan.

At December 31, 2016, the principal balance of TDRs was zero. No TDRs went into default during the year ended December 31, 2016 or nine months ended September 30, 2017. At ~~June~~September 30, 2017, the recorded investment and principal balance of TDRs was $~~660~~638,~~730~~175 and $~~697~~674,~~467~~942, respectively. The ~~carrying~~ balance consisted of one performing loan. ~~within~~The ~~one~~loan ~~relationship~~is considered to be performing primarily due to the timely repayment of principal and interest during the nine months ended September 30, 2017. However, based on previous history with this relationship, this loan is not accruing interest even though it is performing in accordance with updated terms.

Provision and Allowance for Loan Losses

We have established an allowance for loan losses through a provision for loan losses charged to expense on our consolidated ~~statement~~statements of operations. At ~~June~~September 30, 2017, the allowance for loan losses was $1.4 million, or 2.3449% of gross loans, compared to $1.3 million at December 31, 2016, or 2.21% of gross loans. The allowance for loan loss increased due to the recognition of a provision for loan losses of $~~186~~172,~~702~~ 543 during the period, as well as due to a small recovery on loan loss of $2,~~118~~117, partially offset by loan charge offs of $~~119~~147,~~451~~809.

The allowance for loan losses represents an amount which we believe will be adequate to absorb probable losses on existing loans that may become uncollectible. We strive to follow a comprehensive, well-documented, and consistently applied analysis of our loan portfolio in determining an appropriate level for the allowance for loan losses. Our judgment as to the adequacy of the allowance for loan losses is based on a number of assumptions about future events, which we believe to be reasonable, but which may or may not prove to be accurate. Our determination of the allowance for loan losses is based on what we believe are all significant factors that impact the collectability of loans, including consideration of factors such as the balance of impaired loans, the quality, mix, and size of our overall loan portfolio, economic conditions that may affect the borrower’s ability to repay, the amount and quality of collateral securing the loans, our historical loan loss experience, and a review of specific problem loans. We also consider subjective issues such as changes in lending policies and procedures, changes in the local/national economy, changes in volume or type of credits, changes in volume/severity of problem loans, quality of loan review and Board of Director oversight, concentrations of credit, and peer group comparisons.

Our allowance for loan losses consists of both specific and general reserve components. The specific reserve component relates to loans that are impaired loans as defined in FASB ASC Topic 310, “Receivables”. Loans determined to be impaired are excluded from the general reserve calculation described below and evaluated individually for impairment. Impaired loans totaled $1.78 million at ~~June~~September 30, 2017, with an associated specific reserve of $~~565~~600,~~569~~548. See Note 5, Loans, as well as the above discussion under “Loan Performance and Credit Quality” for additional information related to impaired loans.

The general reserve component covers non-impaired loans and is calculated by applying historical loss factors to each sector of the loan portfolio and adjusting for qualitative environmental factors. Qualitative adjustments are used to adjust the historical average for changes to loss indicators within the economy, our market, and specifically our portfolio. The general reserve component is then combined with the specific reserve to determine the total allowance for loan losses.

We recognized a reversal of provision for loan losses of $68,000 for the ~~six~~nine months ended ~~June~~September 30, 2016. We recognized a provision for loan losses for the ~~six~~nine months ended ~~June~~September 30, 2017 of $~~186~~179,~~702~~543. Net charge-offs for the ~~six~~nine months ended ~~June~~September 30, 2017 and 2016 were $~~117~~145,~~333. A~~692 ~~net~~and ~~recovery of~~ $1218,~~312 was recognized for the six months ended June 30~~372, ~~2016~~respectively. The charge-offs during the ~~six~~nine months ended ~~June~~September 30, 2017 related to the write-down of ~~collateral~~one loan to fair value, against specific reserves, at the time of repossession, as well as due to one unsecured loan being fully charged off during the quarter. The unsecured loan was fully reserved at December 31, 2016. Partial charge-offs were based on ~~recent~~ ~~appraisals~~fair ~~and~~value ~~evaluations~~declines onof impaired commercial real estate loans in the process of foreclosure. Loans with partial charge-offs are typically considered impaired loans and remain on nonaccrual status.

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Other Real Estate Owned and Repossessed Assets

At ~~June~~September 30, 2017 and December 31, 2016, we had approximately $2.10 and $2.2 million in other real estate owned, respectively. We completed the sale of ~~one~~two ~~parcel~~parcels of real estate during the ~~six~~nine months ended ~~June~~September 30, 2017. The sale of ~~that~~those ~~parcel~~parcels of real ~~estate~~ ~~resulted in a gain of $9,318 and is included in the gain below. During the six months ended June 30, 2016, we completed the sale of one parcel of real~~ estate. ~~The sale of that parcel of real estate~~ resulted in agains ~~gain~~ of ~~approximately~~ $451,~~680~~965 and is included in the ~~loss~~table below. The following table summarizes changes in other real estate owned and repossessed assets for the ~~six~~ nine months ended ~~June~~September 30, 2017 and 2016:

	2017			2016
Balance at beginning of period	$	2,222,667		$	1,910,220
Repossessed property acquired in settlement of loans		165,000			1,257,289
Proceeds from sales of repossessed property		(~~243~~450,~~085~~732	)		(36418,~~000~~493	)
Gain (loss) on sale and write-downs of repossessed property, net		951,~~318~~965			(~~178~~133,~~842~~207	)
Balance at end of period	$	21,~~153~~988,900		$	2,~~952~~615,~~667~~809

As of ~~June~~September 30, 2017, other real estate owned consisted of commercial land valued at $909,000 and commercial office space valued at $1.21 million. In August 2017, proceeds of $207,647 were received from the sale of one piece of real estate. A gain of $42,647 was recognized as a result of this transaction. In June 2017, proceeds of $243,085 were received from the sale of one piece of real estate. A gain of $9,318 was recognized as a result of this transaction. In March 2017, one piece of real estate was moved to other real estate owned for $165,000. On January 28, 2016, proceeds of $36,000 were received from the sale of one piece of real estate held by the Company. A loss of $4,680 was recognized as a result of this transaction. In March 2016, one piece of real estate was moved to other real estate owned for $233,767. In May 2016, two pieces of real estate were moved to other real estate owned for $1.0 million. In addition, the Company recognized writedowns on real estate owned of approximately $184,000 during 2016. In August 2016, proceeds of $23,972 were received from the sale of one piece of real estate held by the Bank. A loss of $6,027 was recognized as a result of this transaction. In September 2016, proceeds of $358,520 were received from the sale of four pieces of real estate held by the Company. A gain of $51,662 was recognized as a result of this transaction. In October 2016, proceeds of $218,577 were received from the sale of two pieces of real estate held by the Company. A loss of $74,564 was recognized as a result of this transaction. These assets are being actively marketed with the primary objective of liquidating the collateral at a level which most accurately approximates fair value and allows recovery of as much of the unpaid principal loan balance as possible upon the sale of the asset within a reasonable period of time. Based on currently available valuation information, the carrying value of these assets is believed to be representative of their fair value less estimated costs to sell, although there can be no assurance that the ultimate proceeds from the sale of these assets will be equal to or greater than their carrying values, particularly in the current real estate environment.

Deposits

Our primary source of funds for loans and investments is our deposits. At ~~June~~September 30, 2017 we had $7672.19 million in deposits, representing a decrease of $3.6.8 million compared to December 31, 2016. Deposits at ~~June~~September 30, 2017 consisted primarily of $1211.16 million in demand deposit accounts, $3431.31 million in money market accounts and $2930.62 million in time deposits. As brokered deposits and advances have matured, we have not replaced these funds with wholesale funding as we have sought to reduce our reliance on brokered time deposits and other noncore funding sources. Our loan-to-deposit ratio was 7773.18% and 74.2% at ~~June~~September 30, 2017 and December 31, 2016, respectively.

Borrowings

We use borrowings to fund growth of earning assets in excess of deposit growth. Borrowings totaled $4.0 million at ~~June~~September 30, 2017 compared to $113,598 at December 31, 2016. FHLB advances accounted for $4.0 million of total borrowings as of ~~June~~September 30, 2017. These advances are secured with approximately $3129.39 million of first and second mortgage loans and $251,300 of stock in the FHLB. The remaining borrowings balances at ~~June~~ September 30, 2017 and December 31, 2016 were $445,979 and $113,598, respectively, in borrowings representing customer repurchase agreements.

Liquidity

Liquidity represents the ability of a company to convert assets into cash or cash equivalents without significant loss, and the ability to raise additional funds by increasing liabilities. Liquidity management involves monitoring our sources and uses of funds in order to meet our day-to-day cash flow requirements while maximizing profits. Liquidity management is made more complicated because different balance sheet components are subject to varying degrees of management control. For example, the timing of maturities of our investment portfolio is fairly predictable and subject to a high degree of control at the time investment decisions are made. However, net deposit inflows and outflows are far less predictable and are not subject to the same degree of control.

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The Company

The Company’s cash balances, independent of the Bank, were approximately $1.75 million at ~~June~~September 30, 2017 compared to cash balances of approximately $1.8 million at December 31, 2016. Liquid assets decreased by $~~162~~330,~~260~~299, a slight decrease from December 31, 2016 asdue ato ~~result~~the payment of professional fees and data processing expenses incurred by the Company. There were no expenses incurred related to the transaction services or asset management segments during the period ended ~~June~~September 30, 2017. See “Note 8–—Business Segments” for additional information related to the transaction services segment.

The Bank

Our ability to maintain and expand our deposit base and borrowing capabilities serves as our primary source of liquidity at the Bank. We currently have $128.26 million in cash and federal funds sold. If our cash needs at the Bank exceed that amount, we plan to liquidate temporary investments and generate deposits within our market. In addition, we will receive cash upon the maturity and sale of loans and the maturity of investment securities and investments in interest-bearing deposits. Our investments in interest bearing deposits at ~~June~~September 30, 2017 amounted to $8.8 million, or 910.71% of total assets. Our investment securities available for sale at ~~June~~September 30, 2017 amounted to $27.57 million, or 2.8.9% of total assets. Investment securities traditionally provide a secondary source of liquidity since they can be converted into cash in a timely manner. At ~~June~~September 30, 2017, $2.4 million of our investment portfolio was pledged against outstanding debt. Therefore, the related debt would need to be repaid prior to the securities being sold and converted to cash.

The Bank is a member of the Federal Home Loan Bank of Atlanta (“FHLB”), from which applications for borrowings can be made for leverage purposes. The FHLB requires that securities, qualifying mortgage loans, and stock of the FHLB owned by the Bank be pledged to secure any advances from the FHLB. At ~~June~~September 30, 2017, we had collateral that would support approximately $3110.34 million in additional borrowings. We are subject to the FHLB’s credit risk rating policy which assigns member institutions a rating which is reviewed quarterly. The rating system utilizes key factors such as loan quality, capital, liquidity, profitability, etc. Our ability to access our available borrowing capacity from the FHLB in the future is subject to our rating and any subsequent changes based on our financial performance as compared to factors considered by the FHLB in their assignment of our credit risk rating each quarter.

The Bank also pledges collateral to the Federal Reserve Bank’s Borrower-in-Custody of Collateral program, and our available credit under this program was $1210.01 million as of ~~June~~ September 30, 2017.

The Bank has $5.5 million in federal funds purchased lines of credit through correspondent banks that are unsecured, but have not been utilized.

The Consolidated Company

The Company’s level of liquidity is measured by the cash, cash equivalents, and federal funds sold to total assets ratio which was 139.58% at ~~June~~September 30, 2017 compared to 11.9% as of December 31, 2016. The decrease in liquidity is due primarily to the decrease in ~~cash~~ ~~and due from bank and~~ federal funds sold. The foregoing discussion is a summary only and should be read in conjunction with the 2016 10-K and Management’s Discussion and Analysis in this Form 10-Q.

Impact of Off-Balance Sheet Instruments

Through the operations of our Bank, we have made contractual commitments to extend credit in the ordinary course of our business activities. These commitments are legally binding agreements to lend money to our customers at predetermined interest rates for a specified period of time. At ~~June~~September 30, 2017, we had issued commitments to extend credit of $~~738~~150,~~900~~000 through various types of lending arrangements. We evaluate each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by us upon extension of credit, is based on our credit evaluation of the borrower. Collateral varies but may include accounts receivable, inventory, property, plant and equipment, and commercial and residential real estate. We manage the credit risk on these commitments by subjecting them to normal underwriting and risk management processes.

3335

Capital Resources

Total shareholders'’ equity decreased from $9.9 million for December 31, 2016 to $98.17 million for ~~June~~September 30, 2017 due to a net loss of $~~855~~1,~~437~~212,543. The foregoing discussion is a summary only and should be read in conjunction with the 2016 10-K as filed with the SEC and Management’s Discussion and Analysis in this Form 10-Q.

Our Bank and Company are subject to various regulatory capital requirements administered by the federal banking agencies. Under the capital adequacy guidelines and the regulatory framework for prompt corrective action, we must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. Our capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors, and the regulators can lower classifications in certain cases. Failure to meet various capital requirements can initiate regulatory action that could have a direct material effect on the financial statements.

The Basel III capital rules, which were released in July 2013, implement new capital standards and apply to all national and state banks and savings associations regardless of size and bank holding companies and savings and loan holding companies with more than $1 billion in total consolidated assets. The requirements of the rules began to phase in on January 1, 2015 for the Bank, and the requirements of the rules will be fully phased in by January 1, 2019. Under the rules, the following minimum capital requirements apply to the Bank:

●	a new common equity Tier 1 risk-based capital ratio of 4.5%,
●	a Tier 1 risk-based capital ratio of 6% (increased from the former 4% requirement),
●	a total risk-based capital ratio of 8% (unchanged from the former requirement), and
●	a leverage ratio of 4% (also unchanged from the former requirement).

Because the Company’s total assets were less than $1 billion at December 31, 2016, the Company is not subject to the new capital requirements established by the Basel III capital rules. However, bank holding companies with assets of less than $1 billion are subject to various restrictions on debt including requirements that debt be retired within 25 years of being incurred, that the debt to equity ratio is .30 to 1 within 12 years of the incurrence of debt and that dividends generally cannot be paid if the debt to equity ratio exceeds 1 to 1.

Under the rule, Tier 1 capital is redefined to include two components: Common Equity Tier 1 capital and additional Tier 1 capital. The new and highest form of capital, Common Equity Tier 1 capital, consists solely of common stock (plus related surplus), retained earnings, accumulated other comprehensive income, and limited amounts of minority interests that are in the form of common stock. Additional Tier 1 capital includes other perpetual instruments historically included in Tier 1 capital, such as noncumulative perpetual preferred stock Tier 1 capital generally consists of instruments that previously qualified as Tier 2 capital plus instruments that the rule has disqualified from Tier 1 capital treatment. Cumulative perpetual preferred stock, formerly includable in Tier 1 capital, is now included only in Tier 2 capital; except that the rule permits bank holding companies with less than $15 billion in total consolidated assets to continue to include trust preferred securities and cumulative perpetual preferred stock issued before May 19, 2010 in Tier 1 capital (but not in Common Equity Tier 1 capital), subject to certain restrictions. Accumulated other comprehensive income (AOCI) is presumptively included in Common Equity Tier 1 capital and often would operate to reduce this category of capital. The rule provided a one-time opportunity at the end of the first quarter of 2015 for covered banking organizations to opt out of much of this treatment of AOCI. We made this opt-out election and, as a result, will retain the pre-existing treatment for AOCI.

In addition, in order to avoid restrictions on capital distributions or discretionary bonus payments to executives, a covered banking organization must maintain a “capital conservation buffer” on top of its minimum risk-based capital requirements. This buffer must consist solely of Tier 1 Common Equity, but the buffer applies to all three measurements (Common Equity Tier 1, Tier 1 capital and total capital). The capital conservation buffer will be phased in incrementally over time, becoming fully effective on January 1, 2019 and will ultimately consist of an additional amount of common equity equal to 2.5% of risk-weighted assets. As of January 1, 2016, we are required to maintain a capital conservation buffer of 1.25%, increasing by 0.625% each successive year until 2019.

In general, the rules have had the effect of increasing capital requirements by increasing the risk weights on certain assets, including high volatility commercial real estate, certain loans past due 90 days or more or in nonaccrual status, mortgage servicing rights not includable in Common Equity Tier 1 capital, equity exposures, and claims on securities firms, that are used in the denominator of the three risk-based capital ratios.

3436

The following table summarizes the capital amounts and ratios of the Bank and the regulatory minimum requirements at ~~June~~September 30, 2017 and December 31, 2016. It is management’s belief that, as of ~~June~~September 30, 2017, the Bank met all capital adequacy requirements under Basel III on a fully phased-in basis if such requirements were currently in effect.

									To be well capitalized
									under prompt
					For capital adequacy				corrective action
					purposes				provisions
	~~Actual~~	Actual			Minimum				Minimum
	Amount		Ratio		Amount		Ratio		Amount		Ratio
As of June 30, 2017
As of September 30, 2017
Total Capital (to risk weighted assets)	$	8,~~617~~398,000	1213.40	%	$	5,~~542~~168,000	8.0	%	$	6,~~927~~460,000	10.0	%
Tier 1 Capital (to risk weighted assets)		7,~~745~~583,000	11.27			2,~~771~~584,000	4.0			43,~~156~~876,000	6.0
Tier 1 Capital (to average assets)		7,~~745~~583,000	8.6			3,~~600~~548,000	4.0			4,~~500~~436,000	5.0
Common Equity Tier 1 Capital (to risk weighted assets)		7,~~745~~583,000	11.27			32,~~117~~907,000	4.5			32,~~117~~907,000	4.5
As of December 31, 2016
Total Capital (to risk weighted assets)	$	9,251,000	13.4	%	$	5,525,000	8.0	%	$	6,906,000	10.0	%
Tier 1 Capital (to risk weighted assets)		8,382,000	12.1			2,762,000	4.0			4,144,000	6.0
Tier 1 Capital (to average assets)		8,382,000	9.0			3,724,000	4.0			4,655,000	5.0
Common Equity Tier 1 Capital (to risk weighted assets)		8,382,000	12.1			3,108,000	4.5			3,108,000	4.5

3537

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Management, including our interim Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, our interim Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports we file and submit under the Exchange Act is (i) recorded, processed, summarized and reported as and when required and (ii) accumulated and communicated to our management, including our interim Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There has been no change in the Company’s internal control over financial reporting during the quarter ended ~~June~~ September 30, 2017, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II - Other Information

Item 1. Legal Proceedings

We are a party to claims and lawsuits arising in the ordinary course of business. Management is not aware of any material pending legal proceedings against the Company which, if determined adversely, would have a material adverse impact on the Company’s financial position, results of operations or cash flows.

Item 1A. Risk Factors

As a “smaller reporting company”, as defined in Rule 12b-2 of the Exchange Act, the Company is not required to provide the information requested by Part II, Item 1A of Form 10-Q.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable

Item 3. Default Upon Senior Securities

Not applicable

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

Not applicable

Item 6. Exhibits

The exhibits required to be filed as part of this Quarterly Report on Form 10-Q are listed in the Exhibit Index attached hereto and are incorporated by reference.

3639

SIGNATURES

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

Date: August 11, 2017	By: /s/Lawrence R. Miller
Date: November 13, 2017	By: /s/Lawrence R. Miller
	Lawrence R. Miller
	Interim Chief Executive Officer
	(Principal Executive Officer)
	By: /s/Martha L. Long
	Martha L. Long
	Chief Financial Officer
	(Principal Financial Officer and Accounting Officer)

3740

EXHIBIT INDEX

Exhibit Number Description

Exhibit
Number		Description
2.1		Agreement and Plan of Merger, dated as of September 25, 2017, by and among First Reliance Bancshares, Inc., FR Merger Subsidiary, Inc., and the Company (1)

31.1		Rule 13a-14(a) Certification of the Principal Executive Officer.

31.2		Rule 13a-14(a) Certification of the Principal Financial Officer.

32		Section 1350 Certification.

~~31.1~~101 ~~Rule~~The ~~13a~~following materials from the Company’s Quarterly Report on Form 10-14Q for the quarter ended September 30, 2017, formatted in eXtensible Business Reporting Language (aXBRL) ~~Certification~~; (i) Consolidated Balance Sheets at September 30, 2017 and December 31, 2016, (ii) Consolidated Statements of Operations and Comprehensive Income (Loss) for the ~~Principal~~three ~~Executive~~and ~~Officer.~~nine months ended September 30, 2017 and 2016, (iii) Consolidated Statements of Changes in Shareholders’ Equity for the three and nine months ended September 30, 2017 and 2016, (iv) Consolidated Statements of Cash Flows for the nine months ended September 30, 2017 and 2016, and (v) Notes to Consolidated Financial Statements.

31(1) Incorporated herein by reference to the exhibits to Independence Bancshares, Inc.2’s ~~Rule~~Current ~~13a~~Report on Form 8-~~14(a) Certification~~K offiled with the ~~Principal~~Securities ~~Financial~~and ~~Officer.~~Exchange Commission on September 26, 2017.

32 Section 1350 Certification.

101 The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, formatted in eXtensible Business Reporting Language (XBRL); (i) Consolidated Balance Sheets at June 30, 2017 and December 31, 2016, (ii) Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and six months ended June 30, 2017 and 2016, (iii) Consolidated Statements of Changes in Shareholders’ Equity for the three and six months ended June 30, 2017 and 2016, (iv) Consolidated Statements of Cash Flows for the six months ended June 30, 2017 and 2016, and (v) Notes to Consolidated Financial Statements.

Filing Compare · Independence Bancshares, Inc.