UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, ~~2012~~2014

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

For the transition period from ____________ to ____________

Commission File No.: 333-71773

MANASOTA GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Florida		65-0840565
(State or other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

P. O. Box 14302
Bradenton, Florida		34280
(Address of principal executive offices)		(Zip Code)

(941) ~~776~~462-~~8233~~1640

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Name of Each Exchange on Which Registered
Common Stock, par value $.01 per share		OTC Markets

Securities registered pursuant to Section 12(g) of the Act: None

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the 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 ¨ ☐ No x ☒

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 ¨ ☐ No x ☒

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Do not check if a smaller reporting company.)

Large accelerated filer ¨☐ Accelerated filer ¨☐ Non-accelerated filer ¨☐ Smaller reporting company x☐

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

The aggregate market value of the voting common stock held by non-affiliates of the Registrant, computed by the reference to average bid and asked price of such stock on ~~June~~ June 30 ~~2012~~2016, was approximately $~~229~~44,~~058~~430.

Documents Incorporated by Reference: None

MANASOTA GROUP, INC.

TABLE OF CONTENTS

PART I.
Item 1.	Business.	1	1
Item 1A.	Risk Factors.	2	2
Item 1B.	Unresolved Staff Comments.	2	2
Item 2.	Properties.	2	2
Item 3.	Legal Proceedings.	2	3
Item 4.	Mine Safety Disclosures.	2	3
PART II.
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	3	3
Item 6.	Selected Financial Data.	3	3
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	3	4
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk.	5	6
Item 8.	Financial Statements and Supplementary Data.	5	6
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	5	6
Item 9A.	Controls and Procedures.	6	7
Item 9B.	Other Information.	7	8
PART III.
Item 10.	Directors, Executive Officers, and Corporate Governance.	8	8
Item 11.	Executive ~~compensation~~Compensation.	10	11
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	11	12
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	13	14
Item 14.	Principal Accountant Fees and Services.	14	14
Item 15.	Exhibits and Financial Statement Schedules.	15	16
Signatures		16	17
Financial Statements		~~F-1~~	F-i

PART I.

ITEM 1. Business.

This report contains forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements in this report.

Although forward-looking statements in this report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Except as required by federal securities laws, we undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report.

Manasota Group, Inc., f/k/a Horizon Bancorporation, Inc. (hereinafter, the "“Company,"” "“we"” or the "“Registrant"”), was incorporated in the State of Florida on May 27, 1998, for the purpose of becoming a bank holding company owning all of the outstanding capital stock of Horizon Bank, a commercial bank chartered under the laws of Florida and a member of the Federal Reserve System(the "“Bank"”).

The Bank was capitalized by means of a $5.6 million initial public offering of its common stock, $0.1 par value (the "“Common Stock"”) at $5.50 per share, which was completed in October 1999, allowing the Bank to open for business on October 25, 1999. Subsequently, in order to meet the Bank'’s capital needs, the Company sold additional shares of Common Stock in a rights offering (in 2003), two private placements (in 1999 and 2003) and through the exercise of warrants issued in the rights offering, for aggregate net proceeds of approximately $4.65 million.

In order to facilitate a private placement of preferred stock, the proceeds of which were designed to augment the capital of the Bank, we authorized, on October 22, 2009, the issuance of 5,000 shares of Series A Preferred Stock, having a $1,000 liquidation preference, by filing the Third Amended and Restated Articles of Incorporation containing the appropriate designation of such series of stock. The private placement was not successful and no shares of the Series A Preferred Stock were sold. On June 11, 2011, we filed the Fourth Amended and Restated Articles of Incorporation effecting the cancellation of this designation and change in the Company'’s name from Horizon Bancorporation, Inc. to Manasota Group, Inc.

On May 18, 2004, the Company registered, by filing an SEC Form 8A, the Common Stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the " “Exchange Act"”). Subsequently, in November 2004, the Common Stock began trading on the OTCBB under the symbol "“HZNB"”.

During October 25, 1999 through September 10, 2010, the Company acted as a one-bank holding company with respect to the Bank. On September 10, 2010, when, due to significant losses incurred by the Bank during 2008-2010, the Florida Office of Financial Regulation (the “OFR”) declared the Bank to be "“imminently insolvent."” The Bank was closed, with the Federal Deposit Insurance Corporation (the "“FDIC"”) being appointed as receiver therefor, and sold to Bank of the Ozarks.

After a series of negotiations, we entered into, on July 11, 2011, a settlement agreement with the FDIC, pursuant to which we paid the FDIC the net amount $511,000 in exchange for full ownership of the ~~building~~one-story, ~~previously~~approximately ~~occupied~~7,000 bysquare ~~the~~foot ~~Bank~~building ~~and~~previously ~~now~~ occupied by ~~Bank of~~ the ~~Ozarks~~Bank (the " “Building"”). Simultaneously, we entered into a lease with Bank of the Ozarks, which commenced retroactively to September 11, 2010 and ~~expires~~expired on September 10, 2013. The ~~building~~Building iswas subject to a mortgage held by 1st Manatee Bank, a Florida state bank with headquarters in Manatee County, with a maturity date of August 31, 2013 (the “Building Note”). After the expiration of the lease with Bank of the Ozarks, 1st Manatee Bank became the lessee of the Building.

-1-

In summary, since September 11, 2010, our business has consisted of owning, maintaining and holding for rent the ~~approximately 7~~Building,~~000~~ ~~square foot building,~~ leased to a single tenant. Accordingly, our sole source of income has consisted of rent under such lease and our net income has consisted of the net margin between such revenue and the sum of the debt service with respect to the mortgage and operating expenses.

None of our officers have been receiving any compensation since September 10, 2010. Moreover, beginning after filing the Quarterly Report on Form 10-Q for the third quarter of 2011, particularly with the advent of the requirement that our periodic reports be accompanied by Interactive Data Files pursuant to Rule 405 of Regulation S-T, the total fees payable to the accountants, legal counsel and contractors engaged to convert the reports into formats suitable for filing on EDGAR have increased to a level which exceeded our net margin. Furthermore, the Common Stock continued to trade very thinly and on a sporadic basis. Consequently, on or about December 31, 2011, the Board of Directors made the decision to temporarily suspend the Company'’s filing of periodic reports under the Exchange Act beginning with its Annual Report on Form 10-K for the fiscal year ending December 31, 2011.

On April 26, 2013, we received a letter from the Office of Enforcement Liaison in the SEC'’s Division of Corporation Finance. The letter ~~informs~~informed the Company that if we dodid not take the necessary steps to return the Company into compliance with its reporting requirements under the Exchange Act within the next fifteen days, the SEC may commence administrative proceedings to revoke our registration under the Exchange Act and impose a trading suspension with respect to the Common Stock. On May 6, ~~2013~~2014, we filed a letter with the SEC setting forth a plan for returning into such compliance by filing this Report on or before July 31, ~~2013~~2014 and all other delinquent periodic reports on or before July 31, ~~2013~~2014, and requesting that no such administrative proceedings or trading suspension be commenced at this time. We have since filed the Annual Report on form 10-K for fiscal 2011 and the Quarterly Reports on Form 10-Q for the first three fiscal quarters of 2012 as well as the Annual Report on form 10-K for fiscal 2012 and the first three fiscal quarters of 2013.

In ~~ITEM~~early 1A2013, because of the expense involved, the Company once again suspended filing periodic reports under the Exchange Act commencing with the Annual Report on Form 10-K for fiscal 2013. ~~Risk~~In ~~Factors~~late 2015, after the sale of the Building, see discussion in Items 2 and 7 below, the Board of Directors decided to bring the Company into compliance with the reporting requirements under the Exchange Act by filing the Annual Reports on Form 10-K for the fiscal year ended December 31, 2013, 2014 and 2015, as well as the Quarterly Reports for all relevant interim periods through June 30, 2016.

~~Not~~ITEM ~~Applicable~~1A. Risk Factors

Not ~~ITEM 1B~~Applicable. ~~Unresolved Staff Comments~~

~~Not~~ITEM ~~applicable~~1B. Unresolved Staff Comments

~~ITEM~~Not ~~2. Properties~~applicable

~~The~~ITEM ~~Company owns an one-story building located at 900 53rd Avenue East, in Bradenton (the “Building”)~~2. ~~The~~ Building consists of approximately 7,000 square feet of interior space, four interior teller windows, four exterior drive-through teller stations and 36 parking spaces. The interior includes executive offices, work stations for support staff and safe deposit box storage areas. The total cost of the Building, including the costs of construction, landscaping, and furniture and equipment, was approximately $1.96 million, and the Company spent another approximately $40,000 to furnish certain additional space with furniture and equipment. Subsequently all furniture and equipment was taken into receivership by the FDIC. The Building is leased to Bank of the Ozarks under a net lease at $24.00 per square foot, expiring on September 10, 2013 (the "Building Lease"). In 2012, we recorded net rent of $174,720 with respect to the Building.Properties

~~ITEM~~The 3Company owns the Building located, at 900 53rd Avenue East, in Bradenton, which consists of approximately 7,000 square feet of interior space, four interior teller windows, four exterior drive-through teller stations and 36 parking spaces. ~~Legal~~The ~~Proceedings~~interior includes executive offices, work stations for support staff and safe deposit box storage areas. The total cost of the Building, including the costs of construction, landscaping, and furniture and equipment, was approximately $1.96 million, and the Company spent another approximately $40,000 to furnish certain additional space with furniture and equipment. Subsequently all furniture and equipment was taken into receivership by the FDIC. Until September 10, 2013, the Building was leased to Bank of the Ozarks. Since December 6, 2013, the Building has been leased under a three-year lease, to 1st Manatee Bank, the holder of the Building Note. In 2014, we recorded net rent of $148,624 with respect to the Building, compared to net rent of $131,279 in 2013.

The Company is not a party to, nor is any of its property the subject of, any material pending legal proceeding that is not routine litigation that is incidental to its business, or any other material legal proceeding.-2-

Subsequent ~~ITEM~~to 4December 31, 2014, the Building was sold, on September 29, 2015, to 1st Manatee Bank, for $2,100,000. ~~Mine~~After ~~Safety~~paying ~~Disclosures~~sales commissions and the outstanding balance on the mortgage of approximately $1,432,000, we realized approximately $538,000 in net cash proceeds and an approximately $1 million gain for income tax purposes from the sale. The gain was offset by a portion of $ 11.4 million of the Company’s net operating loss carryover as of December 31, 2015.

~~Not~~ITEM ~~applicable~~3. Legal Proceedings

~~-2-~~The Company is not a party to, nor is any of its property the subject of, any material pending legal proceeding that is not routine litigation that is incidental to its business, or any other material legal proceeding.

~~PART~~ITEM II4. Mine Safety Disclosures

~~ITEM~~Not ~~5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~applicable

~~Our~~PART ~~Articles of Incorporation authorize us to issue up to 25,000,000 shares of the Common Stock and 1,000,000 shares of preferred stock~~II. As of June 30, 2013, 1,809,912 shares of the Common Stock were issued, and 1,770,139 were outstanding and held by approximately 580 holders of record. No shares of preferred stock were then issued and outstanding.

Quarter ended	High		Low
March 31	$	0.15	$	0.03
June 30	$	0.15	$	0.04
September 30	$	0.12	$	0.04
December 31	$	0.12	$	0.01

Our Articles of Incorporation authorize us to issue up to 25,000,000 shares of the Common Stock and 1,000,000 shares of preferred stock. As of June 30, 2016, 1,809,912 shares of the Common Stock were issued, and 1,770,139 were outstanding and held by approximately 580 holders of record. No shares of preferred stock were then issued and outstanding.

~~These~~Since ~~quotations~~November ~~reflect~~2004, ~~inter-dealer~~the Common ~~prices,~~Stock ~~without~~has ~~retail~~been ~~mark-up,~~trading ~~mark-down~~on orthe ~~commission,~~OTCQB Marketplace under the symbol “HZNB”. The following table sets forth the range of high and ~~may~~low ~~not~~bid ~~represent~~information ~~actual~~for ~~transactions~~the four quarters of 2014, as reported by Bloomberg.com:

The following table sets forth the range of high and low bid information for the four quarters of 2011, as reported by Bloomberg.com:

Quarter ended	High		Low
March 31	$	0.01	$	0.01
June 30	$	0.17	$	0.01
September 30	$	0.15	$	0.07
December 31	$	0.15	$	0.09

Quarter ended		High		Low
March 31	$	0.06	$	0.03
June 30	$	0.15	$	0.05
September 30	$	0.10	$	0.01
December 31	$	0.10	$	0.01

These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

~~These~~The ~~quotations~~following ~~also~~table ~~reflect~~sets forth ~~inter-dealer~~the ~~prices,~~range ~~without~~of ~~retail~~high ~~mark-up,~~and ~~mark-down~~low orbid ~~commission,~~information ~~and~~for ~~may~~the ~~not~~four ~~represent~~quarters ~~actual~~of ~~transactions~~2013, as reported by Bloomberg.com:

ITEM 6. Selected Financial Data

Quarter ended	High		Low
March 31	$	0.01	$	0.01
June 30	$	0.12	$	0.01
September 30	$	0.12	$	0.07
December 31	$	0.07	$	0.01

~~Not~~These ~~applicable~~quotations also reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

ITEM 76. ~~Management’s~~Selected ~~Discussion and Analysis of~~ Financial ~~Condition and Results of Operations~~Data

~~The~~Not following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included in this report. This discussion includes forward-looking statements that involve risks and uncertainties. As a result of many factors, our actual results may differ materially from those anticipated in these forward-looking statements.applicable

~~A. Overview~~-3-

AsITEM ~~previously stated, during 2012 and as of the filing date of this Report, our business has consisted of owning, maintaining and leasing the Building to Bank of the Ozarks~~7. ~~The~~Management’s ~~Building~~Discussion ~~Lease expires on September 10, 2013~~ and ~~the~~Analysis ~~first lien mortgage secured by the Building (the "Building Note") matures on August 31, 2013. As~~ of ~~the~~Financial ~~filing~~Condition date of this Report, we have been informed that the Bank of the Ozarks does not intend to renew the lease. Contemporaneously, we have also received assurances from the holder of the Building Note that it is the holder's intention to renew the Building Note for a period of time sufficient for us to obtain a new tenant or sell the Building. We have also been informed that a financial institution intends to (i) become a tenant in the Building commencing at the end of the lease with Bank of the Ozarks and ~~(ii)~~Results ~~include in the lease an option to purchase the Building at any time after the first twelve months~~ of ~~its lease. Based on preliminary discussions, the net rent payable under the intended lease would exceed the debt service under the renewed Building Note.~~Operations

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included in this report. This discussion includes forward-3looking statements that involve risks and uncertainties. As a result of many factors, our actual results may differ materially from those anticipated in these forward-looking statements.

Management is also considering using the Company's potential status as a fully reporting public company to engage in a transaction in which a carefully selected privately held operating company would merge into the Company, iA.e. a reverse merger. As a result of such a merger, whether or not the Building would in the meantime been sold, voting control of the Company would be held by the shareholders of the operating company. As stated elsewhere in this Report, subject to forbearance by the SEC, this Report and the filing by us of the other delinquent reports under the Exchange Act are designed to restore the Company's fully reporting status so that it can act as a viable merger candidate. Overview

~~While~~The weRegistrant ~~believe~~was ~~that~~incorporated in the ~~intended~~State ~~renewal~~ of ~~the~~Florida ~~Building~~on ~~Note~~May ~~and~~27, ~~new~~1998, ~~lease~~for ~~has~~the apurpose ~~high likelihood~~ of ~~resulting~~becoming in a ~~completed~~bank ~~transaction,~~holding incompany ~~the~~owning ~~absence~~all of ~~definitive binding documents, as of~~ the ~~filing~~outstanding ~~date~~capital stock of ~~this~~Horizon ~~Report~~Bank, ~~there~~a iscommercial nobank ~~complete~~chartered ~~assurance~~under ~~that on September 10, 2013,~~ the ~~Building~~laws ~~will~~of beFlorida ~~leased~~ and ~~remain subject to~~ a ~~mortgage~~member ~~with~~of athe ~~maturity~~Federal ~~date~~Reserve ~~sufficiently~~System in (the ~~future~~“Bank”). The ~~There~~Bank isopened nofor ~~assurance~~business ~~that~~on weOctober ~~will be able to restore our status as a fully reporting public company and~~25, even if we do, that we will be able to find the private operating company whose business has sufficient upside potential and where the terms and conditions of a merger with such company are in the best interests of our shareholders1999.

BAs previously reported, during October 25, 1999 through September 10, 2010, the Company acted as a one-bank holding company with respect to the Bank. ~~Results~~ On September 10, 2010, due to significant losses incurred by the Bank during 2008-2010, the Florida Office of ~~Operations~~Financial Regulation (the “OFR”) declared the Bank to be “imminently insolvent.” The Bank was closed, with the Federal Deposit Insurance Corporation (the “FDIC”) being appointed as receiver therefor, and sold to Bank of the Ozarks.

~~Year~~Pursuant ~~ended~~to ~~December~~a 31settlement agreement with the FDIC and a three-year lease, ~~2012~~both ~~Compared~~entered into July 11, 2011, but effective September 11, 2010, we have owned, maintained and held for rent the Building under a lease to ~~Year~~Bank ~~Ended~~of the Ozarks. Effective December 316, ~~2011~~2013, we entered into a new three-year lease with 1st Manatee Bank.

As ~~Revenues~~of December 31, 2014, the Building was subject, under the Building Note, to an approximately $1.449 million first lien mortgage in favor of 1st Manatee. As of December 31, 2014, we also owed $50,000 to certain current and former directors for unsecured, payable on demand, advances made by them to the Company in 2010 (the “Advances”).

~~The~~Subsequent ~~revenues~~to inDecember ~~2012 of $174~~31,~~720~~ ~~consisted of rental income under the Building Lease and a small sales tax commission of $284. By comparison~~2014, ~~the~~as ~~revenues in 2011~~ of ~~$273,266 consisted of rental income under~~ the ~~Building Lease~~ date of ~~$228,106,~~this ~~one non-recurring item~~Report, ~~$44,948 in net gain realized on~~ the ~~sale~~following ofevents ~~land~~are ~~and~~hereby ~~sales tax commission of $212. The increased rental income in 2011 was due to the realization of catch up rents owed from 2010 since the lease agreement did not become effective until 2011.~~reported:

~~Costs~~· As reported under Item 2 above, the Building was sold in September 2015. Using the approximately $538,000 in net proceeds from the sale of the Building, we (a) declared and ~~Expenses~~paid, on November 2, 2015, a cash dividend of $0.27 per share of Common Stock for a total of approximately $490,000 and (b) repaid the outstanding Advances and all other outstanding accounts payable. As a result, we began fiscal year 2016 with approximately $48,000 in cash.

We· ~~paid~~Effective ~~$83~~March 21,~~922~~ in2016, ~~debt~~we ~~service~~sold ~~with~~2,000,000 ~~respect~~shares toof ~~the~~Common ~~Building~~Stock ~~Note~~to inthree ~~2012,~~members ~~compared~~of toour ~~$61,417~~Board inof ~~2011~~Directors (Charles S. ~~The~~Conoley, ~~difference~~M. isShannon ~~attributable~~Glasgow toand aBarclay ~~change~~Kirkland, inD.D.S.) ~~the~~and ~~interest~~Daniel ~~rate~~D. ~~under~~Dinur, for the ~~Building~~purchase ~~Note~~price ~~from~~of 4$.~~50%~~01 toper ~~5.50%.~~share ~~The decrease~~ in ~~general~~a ~~administrative~~private ~~expenses~~placement. ~~from~~We ~~$105,183~~intend ~~in 2011~~ to ~~$55,642~~use inthe ~~2012~~proceeds ~~was~~from ~~attributable~~such ~~mainly~~sale, toas ~~legal~~well ~~expenses~~as ~~incurred~~any inremaining ~~reaching~~proceeds from the ~~settlement~~sale ~~with~~of the ~~FDIC~~Building, into ~~July~~defray ~~2011 and obtaining~~ the ~~condemnation~~costs ~~proceeds.~~of ~~The~~restoring ~~$651,352~~the ~~settlement~~Company’s ~~expense~~compliance ~~incurred~~with inthe ~~2011~~reporting ~~was~~requirements ~~also~~under athe ~~non-recurring~~Exchange ~~item~~Act.

~~Liquidity~~In the wake of the Company’s sale of the Building and ~~Capital~~the ~~Resources~~subsequent distribution of the special dividend, management began to consider the future of the Company as a viable entity. In early March 2016, management decided that it would not be in the best interest of the Company and its shareholders to cease all operations and allow the Company to become defunct, similar to the overwhelming majority of the other community bank holding companies which lost their bank subsidiaries in the Great Recession. Instead, the conclusion was reached that the Company could serve as the surviving entity in a merger or other combination with an operating company, the management of which was desirous of attaining public company status for the operating company. Such combination with the right operating company would, management believed, give our shareholders a chance to recover at least some portion of their original investment in the Company by participating in the future financial results of the chosen operating company.

As of December 31, 2012, we had a working capital deficiency (total current liabilities — which included $1,485,193 of the principal of the Building Note — in excess of total current assets) of $1,494,758, most of such deficit being the Building Note coming due in August of 2013. We realized net income of $35,440 in 2012, compared to a net loss of $544,686 in 2011. This loss was attributable to the FDIC settlement in July of 2011.-4-

AsBecause ~~stated~~any ~~above~~such operating company would by definition require that, weat ~~believe~~the ~~with~~time of the merger, the Company is a ~~high~~fully-reporting ~~degree~~public ofcompany, ~~certainty~~management resolved ~~that~~to undertake the ~~Building~~effort ~~Note~~and ~~will~~the beexpense ~~renewed~~of byrestoring the ~~current~~Company’s ~~holder~~compliance ~~before~~with its ~~August~~reporting ~~10,~~obligations ~~2013~~under the ~~maturity~~Exchange Act. ByIn the ~~same~~absence ~~token,~~of wecash ~~believe~~on ~~that~~hand or borrowing capacity to defray the acost ~~new~~of ~~tenant~~such ~~will~~restoration, ~~enter~~the ~~into~~Board aof ~~lease~~Directors inquired ~~with~~whether ~~respect~~any toof ~~space~~its inmembers ~~the~~would ~~Building~~be onwilling to take the ~~termination~~risk of ~~the~~investing ~~current~~in ~~lease~~the ~~with~~Company ~~Bank~~cash ofsufficient ~~the~~to ~~Ozarks~~effect such restoration and ~~that~~to keep the ~~net~~Company ~~rent~~compliant ~~payable~~through ~~under~~fiscal ~~the~~2016, ~~lease~~there ~~would~~being ~~exceed~~no ~~the~~assurance ~~debt~~that ~~service~~the ~~with~~Company ~~respect~~would be able to find the ~~renewed~~right ~~Building~~operating ~~Note,~~company ~~generating~~and complete a ~~positive~~merger ~~spread~~during 2016. ~~However,~~Three as of the ~~filing~~members ~~date~~of the Board of ~~this~~Directors, ~~Report~~and Daniel D. Dinur, wethe ~~are~~Company’s ~~not~~outside ~~certain~~corporate ascounsel, todid then, in March 2016, invest $20,000 in the ~~magnitude~~Company ofby ~~this~~purchasing ~~positive~~shares of ~~spread~~Common ~~and~~Stock ~~any~~at ~~increase~~a inpurchase ~~operating~~per ~~expenses~~share ~~over~~which ~~current~~exceeded ~~levels~~the ~~might~~then betrading ~~greater~~price ~~than~~of such ~~positive~~stock ~~spread.~~by ~~Under~~over ~~such~~200%. ~~circumstances,~~Mr. weConoley ~~would~~also beagreed to ~~required~~continue to ~~obtain~~serve ~~additional~~as ~~liquidity,~~our ~~which~~President ~~may~~and ~~not~~CEO bewithout ~~available~~compensation onthrough ~~terms~~the ~~acceptable~~end toof us2016.

~~-4-~~As of the date of this Report, management is continuing in its efforts to identify a potential merger partner whose prospects for growth and other attributes would give our shareholders the optimal chance for recovering, over time, some portion of their original investment in the Company. There is no assurance that we will identify the appropriate operating company, negotiate a fair merger deal and consummate the transaction in the near future.

~~Off~~B. Results of ~~Balance Sheet Arrangements~~Operations

AsYear ofended ~~the~~December ~~filing date of this Report~~31, we2014 have not entered into any transactions with unconsolidated entities in which we have financial guarantees, subordinated retained interests, derivative instruments or other contingent arrangements that expose us Compared to ~~material~~Year ~~continuing~~Ended ~~risks,~~December ~~contingent liabilities or any other obligations under a variable interest in an unconsolidated entity that provides us with financing~~31, ~~liquidity, market risk or credit risk support.~~2013

~~Impact of Inflation~~Revenues

WeThe ~~believe~~revenues ~~that~~in ~~inflation~~2014 ~~has~~of $148,860 ~~not~~consisted ~~had~~of arental ~~material~~income ~~impact~~under onthe ~~our~~Building ~~results~~Lease ofand ~~operations~~a ~~for~~small ~~the~~sales ~~years~~tax ~~ended~~commission ~~December~~of ~~31,~~$236. ~~2012~~By ~~and~~comparison, ~~2011.~~the Werevenues in ~~cannot~~2013 ~~assure~~of ~~you~~$131,482 ~~that~~consisted ~~future~~of ~~inflation~~rental ~~will~~income ~~not~~under ~~have~~the anBuilding ~~adverse~~Lease ~~impact~~and ona ~~our~~small ~~operating~~sales ~~results~~tax ~~and~~commission ~~financial~~of ~~condition~~$203.

~~Application~~Operating ~~of Critical Accounting Policies and Estimates~~Expenses

~~The~~We ~~preparation~~paid of$76,886 ~~financial statements~~ in ~~conformity~~debt service with ~~accounting~~respect ~~principles~~to ~~generally accepted in~~ the ~~United~~Building ~~States~~Note ~~requires~~in ~~our~~2014, ~~management~~compared to ~~make~~$83,344 ~~estimates~~in ~~and~~2013. ~~assumptions~~The ~~that~~decrease ~~affect the amounts reported~~ in ~~the~~general ~~financial~~administrative ~~statements~~expenses from ~~and~~$155,573 ~~the~~in ~~accompanying~~2013 ~~notes.~~to ~~These~~$43,232 ~~estimates~~in ~~and~~2014 ~~assumptions~~was ~~are~~attributable ~~based~~mainly onto ~~our~~decreased ~~management’s~~legal ~~judgment~~ and ~~available~~accounting ~~information~~expenses ~~and,~~necessary ~~consequently,~~to ~~actual~~bring the ~~results~~Company ~~could~~into beSEC ~~different~~compliance ~~from~~in ~~these estimates~~2013.

~~Recently-Issued~~Income ~~Accounting~~Tax ~~Pronouncements~~Provision (Benefit)

~~There~~An ~~were~~income ~~various~~tax ~~updates~~provision of ~~recently issued~~$11,353 ~~most~~was ofrecognized ~~which~~in ~~represented~~2014. ~~updates~~We torecognized ~~current~~a ~~accounting~~net ~~literature~~income ortax ~~application~~benefit toin ~~specific~~2013 ~~industries~~from the reversal of the valuation allowance for the deferred tax asset of approximately $850,000 ~~and~~based ~~are~~on ~~not~~future expected toutilization aof ~~have~~the net operating loss. This resulted in a ~~material~~deferred ~~impact~~tax onbenefit for the ~~Company's~~year ~~financial~~of ~~position~~$334,923. ~~results~~The ofcurrent ~~operations~~income ortax ~~cash~~benefit ~~flows~~resulting from the operating loss was $42,460.

~~ITEM~~Net ~~7A. Quantitative and Qualitative Disclosure About Market Risk~~Income

~~Not~~Net ~~applicable~~income decreased from $269,768 in 2013 to $17,389 in 2014 primarily as a result of the income tax benefit recognized offset by the operating loss in 2013.

~~ITEM~~Liquidity ~~8. Financial Statements~~ and ~~Supplementary Data~~Capital Resources

~~Our~~As ~~audited~~of ~~financial~~December ~~statements~~31, ~~for~~2014, we had a working capital deficiency (total current liabilities -- which included $1,449,609 of the ~~year~~principal ~~ended~~of ~~December~~the 31Building Note -- in excess of total current assets) of $1,467,226, ~~2012~~most ~~are~~of ~~included~~such asdeficit abeing ~~separate~~the ~~section~~Building Note coming due in August of ~~this~~2014. We ~~Report~~realized ~~beginning~~net onincome ~~page~~of ~~F-i~~$17,389 in 2014, compared to net income of $269,768 in 2013. The 2014 decrease was attributable mainly to a realized tax benefit offset by expenses incurred to bring the Company into SEC compliance in 2013.

~~ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure~~-5-

AsOff ~~previously~~Balance ~~reported,~~Sheet on December 12, 2012, our Audit and Compliance Committee replaced Francis & Co., CPA's as the Company’s independent registered public accounting firm, and appointed Pender Newkirk, LLP as the Company’s new independent registered public accounting firm to conduct the audit of our financial statements for the fiscal year ended December 31, 2011, and for the periods thereafter. Effective January 1, 2013, Pender Newkirk, LLP merged into Warren Averett, LLC.Arrangements

~~ITEM~~As ~~9A.~~of ~~Controls~~the ~~and~~filing ~~Procedures~~date of this Report, we have not entered into any transactions with unconsolidated entities in which we have financial guarantees, subordinated retained interests, derivative instruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities or any other obligations under a variable interest in an unconsolidated entity that provides us with financing, liquidity, market risk or credit risk support.

~~Evaluation~~Impact of ~~Disclosure Controls and Procedures~~Inflation

We ~~maintain~~believe ~~disclosure controls and procedures~~ that ~~are~~inflation has ~~designed~~not tohad ~~ensure~~a ~~that~~ material ~~information~~impact ~~required~~on ~~to be disclosed in~~ our ~~periodic~~results ~~reports~~of ~~filed~~operations ~~under~~for the ~~Exchange~~years ~~Act~~ended isDecember ~~recorded~~31, ~~processed,~~2014 ~~summarized,~~ and ~~reported~~2013. ~~within~~There ~~the~~is ~~time~~no ~~periods specified in the SEC’s rules and forms and to ensure~~ assurance that ~~such~~future ~~information~~inflation iswill ~~accumulated~~not ~~and~~have communicated to our management, including our Chief Executive Officer and Chief Financial Officer (Principal Financial Officer) as appropriate, to allow timely decisions regarding required disclosure. During the last quarter of 2012, we carried out an ~~evaluation,~~adverse ~~under~~impact the supervision and with the participation of our management, including the Principal Executive Officer and the Acting Chief Financial Officer (Principal Financial Officer), of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) under the Exchange Act. Based on ~~this evaluation, because of lack of segregation of duties attributable to limited resources and limited number of employees, management concluded that~~ our ~~disclosure~~operating ~~controls~~results and ~~procedures~~financial ~~were ineffective as of December 31, 2012~~condition.

~~-5-~~Application of Critical Accounting Policies and Estimates

The ~~Management~~preparation of financial statements in conformity with accounting principles generally accepted in the United States requires our management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. These estimates and assumptions are based on our management’s ~~Report~~judgment onand ~~Internal~~available ~~Control~~information ~~over~~and, ~~Financial~~consequently, ~~Reporting~~actual results could be different from these estimates.

~~Our~~Recently-Issued ~~management~~Accounting is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of our financial statements in accordance with U.S. generally accepted accounting principles, or GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.Pronouncements

~~With~~There ~~the~~were ~~participation~~various ofupdates recently ~~our Principal Executive Officer and Principal Financial Officer~~issued, ~~our~~most ~~management conducted, during the last quarter~~ of ~~2012,~~which anrepresented ~~evaluation~~updates ofto ~~the~~current ~~effectiveness~~accounting ofliterature ~~our~~or ~~internal~~application ~~control~~to ~~over~~specific ~~financial reporting as of December 31~~industries, ~~2012~~and are ~~based~~not onexpected ~~the~~to ~~framework~~a inhave ~~Internal~~a ~~Control~~material -impact ~~Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. Based~~ on ~~our evaluation and~~ the ~~material weaknesses described below, management concluded that the~~ Company’s ~~did not maintain effective internal control over~~ financial ~~reporting~~position, asresults of ~~December~~operations ~~31,~~or ~~2012,~~cash ~~based on the COSO framework criteria~~flows.

~~Management~~ITEM ~~has~~7A. ~~identified~~Quantitative ~~the major control deficiencies as being lack of segregation of duties~~ and ~~the~~Qualitative ~~small~~Disclosure ~~size~~About ofMarket our accounting staff. These control deficiencies could result in a misstatement of account balances that would result in a reasonable possibility that a material misstatement to our financial statements may not be prevented or detected on a timely basis. Accordingly, we have determined that these control deficiencies together constitute a material weakness.Risk

ToNot mitigate these control deficiencies, which are attributable to our current limited resources, we do now and will continue to rely heavily on direct management oversight, along with the use of external legal and accounting professionals. As our resources grow, e.g. upon the sale of the Building, we expect to increase the number of employees, which will enable us to implement adequate segregation of duties within the internal control framework.applicable

InITEM ~~light~~8. ofFinancial ~~this~~Statements ~~material weakness, we performed additional analyses~~ and ~~procedures~~Supplementary in order to conclude that our financial statements for the year ended December 31, 2012 included in this Report were fairly stated in accordance with US GAAP. Accordingly, management believes that despite our material weaknesses, our financial statements for the year ended December 31, 2012 are fairly stated, in all material respects, in accordance with U.S. GAAP.Data

~~This~~Our ~~Report~~audited ~~does~~financial ~~not~~statements for ~~include~~the anyear ~~attestation~~ended ~~report~~December of31, ~~our~~2014 ~~registered~~are ~~public~~included ~~accounting~~as ~~firm~~a ~~regarding~~separate ~~internal~~section ~~control~~of ~~over~~this ~~financial~~Report ~~reporting.~~beginning ~~Management’s~~on ~~report~~page ~~was not subject to attestation by our registered public accounting firm~~F-i.

~~Limitations~~ITEM on9. ~~Effectiveness~~Changes ofin ~~Controls~~and Disagreements with Accountants on Accounting and ~~Procedures~~Financial Disclosure

~~Our~~As ~~management~~previously reported, on ~~including~~December ~~our~~12, ~~Principal Executive Officer and Principal Financial Officer~~2012, ~~does not expect that~~ our ~~disclosure~~Audit ~~controls~~ and ~~procedures~~Compliance orCommittee ~~our~~replaced ~~internal~~Francis ~~controls~~& ~~will prevent all errors and all fraud~~Co. ~~A control system~~, noCPA’s ~~matter~~as ~~how~~the ~~well~~Company’s ~~conceived~~independent registered ~~and~~public ~~operated,~~accounting ~~can provide only reasonable~~firm, ~~not~~and ~~absolute,~~appointed ~~assurance~~Pender ~~that the objectives of the control system are met. Further~~Newkirk, ~~the~~LLP ~~design~~as ~~of a control system must reflect~~ the ~~fact~~Company’s ~~that~~new ~~there~~independent ~~are~~registered ~~resource~~public ~~constraints~~accounting firm ~~and the benefits of controls must be considered relative~~ to ~~their~~conduct ~~costs. Because of~~ the ~~inherent~~audit ~~limitations in all control systems, no evaluation~~ of ~~controls~~our ~~can~~financial ~~provide~~statements ~~absolute~~for ~~assurance~~the ~~that~~fiscal ~~all~~year ~~control~~ended ~~issues~~December ~~and instances of fraud~~31, ~~if any~~2011, ~~within~~and for the ~~Company~~periods ~~have been detected~~thereafter. Effective ~~These~~January ~~inherent limitations include~~1, ~~but are not limited to~~2013, ~~the~~Pender ~~realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally~~Newkirk, ~~controls~~LLP ~~can~~merged beinto ~~circumvented~~Warren ~~by the individual acts of some persons~~Averett, ~~by collusion of two or more people, or by management override of the control~~LLC. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

~~-6-~~Subsequent to December 31, 2014, as previously reported, effective March 22, 2016, the Company engaged Goldstein Schechter Koch, PA (“GSK”), as its principal accountant to audit the Company’s financial statements for the fiscal years ending December 31, 2013, 2014 and 2015. Warren Averett, LLC (“Warren Averett”) had last acted as the Registrant’s principal accountant for the fiscal year ending December 31, 2012. The Company decided, by action of the Audit Committee of its Board of Directors, not to renew such firm’s engagement going forward.

~~Over~~Warren ~~time,~~Averett’s report ~~controls~~on ~~may~~our ~~become~~financial ~~inadequate~~statements ~~because~~for either of ~~changes~~the inpast ~~conditions,~~two fiscal years or for the ~~degree~~fiscal years ended December 31, 2011 and 2012, did not contain an adverse opinion, a disclaimer of ~~compliance~~opinion, ~~with~~or ~~the~~was ~~policies~~qualified or ~~procedures~~modified ~~may~~as ~~deteriorate.~~to ~~Because~~uncertainty, ofaudit scope or accounting principle. By the ~~inherent~~same ~~limitations~~token, inthere awere ~~cost-effective~~no ~~control~~disagreements ~~system~~during such periods, ~~misstatements~~or ~~due~~during tothe ~~error~~subsequent orinterim ~~fraud~~period preceding ~~may~~March ~~occur~~22, 2016, between the Company and ~~not~~Warren beAverett ~~detected~~on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.

~~Changes in Internal Controls~~-6-

~~During~~The Company has not consulted with GSK during its two most recent fiscal years, or during any subsequent interim period prior to its appointment as the ~~fourth~~principal accountant, ~~quarter~~either ~~ended~~with ~~December~~respect 31to (i) the application of accounting principles to a specified transaction, ~~2012~~either completed or proposed, ~~there~~or ~~have~~the ~~been~~type noof ~~changes~~audit inopinion ~~our~~that ~~internal~~might ~~control~~be ~~over~~rendered on the Company’s financial ~~reporting~~statements, and neither a written report was provided to the Company nor oral advice was provided that ~~have~~GSK ~~materially~~concluded ~~affected~~was oran ~~are~~important ~~reasonably~~factor ~~likely~~considered toby ~~materially~~the ~~affect~~Company in ~~our~~reaching ~~internal~~a ~~controls~~decision ~~over~~as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (within the meaning of Item 304(a)(1)(v) of Regulation S-K).

ITEM 9B9A. ~~Other~~Controls ~~Information~~and Procedures

Evaluation ~~None~~of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed in our periodic reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer (Principal Financial Officer) as appropriate, to allow timely decisions regarding required disclosure. During the last quarter of 2014, we carried out an evaluation, under the supervision and with the participation of our management, including the Principal Executive Officer and the Acting Chief Financial Officer (Principal Financial Officer), of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13(a)-7-15(e) under the Exchange Act. Based on this evaluation, because of lack of segregation of duties attributable to limited resources and limited number of employees, management concluded that our disclosure controls and procedures were ineffective as of December 31, 2014.

~~PART~~Management’s ~~III.~~Report on Internal Control over Financial Reporting

~~ITEM~~Our 10management is responsible for establishing and maintaining adequate internal control over financial reporting. ~~Directors,~~Our ~~Executive~~internal ~~Officers~~control over financial reporting is designed to provide reasonable assurances regarding the reliability of financial reporting and ~~Corporate~~the ~~Governance~~preparation of our financial statements in accordance with U.S. generally accepted accounting principles, or GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

~~The~~With ~~following~~the ~~table~~participation of ~~shows~~our ~~the~~Principal ~~positions~~Executive ~~held~~Officer byand Principal Financial Officer, our ~~board~~management ofconducted, ~~directors~~during ~~and~~the ~~executive~~last ~~officers~~quarter of 2014, an evaluation of the effectiveness of our internal control over financial reporting as ~~well~~of aDecember ~~key~~31, ~~employee~~2014, based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. Based on our evaluation and ~~their~~the ~~ages~~material weaknesses described below, management concluded that the Company did not maintain effective internal control over financial reporting as of ~~June~~December 3031, ~~2013:~~2014, based on the COSO framework criteria.

Name	Age	Position
Charles S. Conoley	54	Director, President and Chief Executive Officer
Michael Shannon Glasgow	44	Director
Barkley Kirkland, DDS	68	Director
Bruce E. Shackelford	55	Director
Clarence R. Urban	67	Director
Kathleen M. Jepson	64	Chief Financial Officer

Management has identified the major control deficiencies as being lack of segregation of duties and the small size of our accounting staff. These control deficiencies could result in a misstatement of account balances that would result in a reasonable possibility that a material misstatement to our financial statements may not be prevented or detected on a timely basis. Accordingly, we have determined that these control deficiencies together constitute a material weakness.

~~Biographical~~To ~~Information~~mitigate ~~Concerning~~these ~~Directors~~control deficiencies, which are attributable to our current limited resources, we do now and will continue to rely heavily on direct management oversight, along with the use of external legal and accounting professionals. As our resources grow, e.g. upon the sale of the Building, we expect to increase the number of employees, which will enable us to implement adequate segregation of duties within the internal control framework.

~~Charles S. Conoley has served as the President and Chief Executive Officer of the Company since October 2, 1998. Mr. Conoley is currently employed as Vice~~-~~President; Commercial Lending Office for 1st Manatee Bank in Parrish, Florida. From 1993~~7-1998, he was a Vice President and commercial loan officer for American Bank in Bradenton, Florida. Prior to that he was employed as a senior executive for affiliates of Barnett Bank in Miami and Bradenton, Florida. Mr. Conoley received his MBA in Finance and Accounting from Indiana University in Bloomington, Indiana and his undergraduate degree from Purdue University.

~~Michael~~In S.light ~~Glasgow~~of ~~has~~this ~~served~~material weakness, aswe aperformed ~~Director~~additional ofanalyses ~~the~~and ~~Company~~procedures ~~since~~in ~~October~~order ~~25,~~to ~~1999. He~~conclude isthat ~~employed~~our ~~with~~financial ~~USA~~statements ~~Steel~~for ~~Fence,~~the ~~Inc.,~~year aended December ~~commercial~~31, ~~and~~2014 ~~residential~~included ~~fence~~in ~~company~~this ~~that~~Report ~~has~~were ~~operations~~fairly stated in ~~Bradenton,~~accordance ~~Lakeland,~~with ~~Gibsonton,~~US ~~Englewood and St~~GAAP. ~~Petersburg~~Accordingly, ~~Florida,~~management ~~and~~believes ~~serves~~that despite asour ~~its~~material ~~President.~~weaknesses, ~~Mr.~~our ~~Glasgow~~financial isstatements ~~also~~for the ~~owner~~year ofended ~~USA~~December ~~Land Company~~31, ~~and~~2014 ~~USA~~are ~~Used~~fairly ~~Cars~~stated, in all ~~of Bradenton~~material respects, ~~Florida.~~in Heaccordance ~~also~~with ~~serves as Vice President for USA Group, Inc~~U.S. ~~and USA Real Estate, also of Bradenton, Florida~~GAAP.

~~Barclay~~This ~~Kirkland,~~Report ~~DDS,~~does ~~has~~not ~~served~~include an asattestation areport ~~Director~~ of ~~the~~our ~~Company~~registered ~~since~~public ~~May~~accounting ~~18,~~firm ~~2000. He~~regarding isinternal incontrol ~~private~~over ~~practice~~financial ~~in Bradenton, Florida~~reporting. HeManagement’s report iswas anot ~~member~~subject ofto ~~the~~attestation ~~American~~by ~~Academy~~our ofregistered ~~Peridontology~~public ~~and~~accounting ~~the American Academy of Anti-Aging Medicine, and is active in Rotary International~~firm.

~~Bruce~~Limitations E.on ~~Shackelford~~Effectiveness ~~has served as a Director~~ of ~~the~~Controls ~~Company since October 2, 1998. He serves as President of Four Star Tomato, Inc., R&S Sales~~ and ~~Management, Inc. and Western Tomato Growers & Shippers, Inc., all companies engaged in food production and distribution. He is also the general partner of Triple-S Farms, a farming operation.~~Procedures

~~Clarence~~Our Rmanagement, including our Principal Executive Officer and Principal Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. ~~Urban~~A ~~has~~control ~~served~~system, asno amatter ~~Director~~how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the ~~Company~~control ~~since~~system ~~October~~are 2met. Further, ~~1998~~the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because Heof ~~served~~the asinherent ~~Chairman~~limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company's ~~Board~~have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of ~~Directors~~simple ~~from~~error ~~October~~or 2mistake. Additionally, ~~1998~~controls can be circumvented by the individual acts of some persons, toby ~~September~~collusion 17of two or more people, ~~2003~~or by management override of the control. HeThe design of any system of controls also is abased ~~retired~~in ~~businessman~~part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

~~Additional~~Over ~~Information~~time, ~~about~~controls ~~our~~may become ~~Board~~inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and ~~its~~not ~~Committees~~be detected.

WeChanges ~~continue to monitor the rules and regulations of the SEC regarding “independent” directors. All directors, except for Charles S. Conoley, are “independent” as defined~~ in ~~the~~Internal ~~listing standards of NASDAQ Global Market.~~Controls

During ~~2012, all of our directors attended at least 75% of all meetings during~~ the ~~periods~~fourth ~~for~~quarter ended ~~which~~December ~~they~~31, ~~served on our board~~2014, ~~and~~there ~~all~~have ofbeen ~~the~~no ~~meetings~~changes ~~held~~in byour ~~committees~~internal ofcontrol ~~the~~over ~~board~~financial onreporting ~~which~~that ~~they~~have ~~serve.~~materially ~~The board of directors has a standing Audit and Compliance Committee but no standing compensation committee~~ affected or ~~nominations~~are ~~and~~reasonably ~~governance~~likely ~~committee.~~to ~~The~~materially ~~Charter~~affect ~~for~~our ~~the~~internal ~~Audit~~controls ~~and~~over ~~Compliance~~financial ~~Committee was filed with the SEC on May 13, 2003~~reporting.

~~-8-~~ITEM 9B. Other Information

As of December 31, 2012, the Audit and Compliance Committee consisted of Bruce E. Shackleford, who served as the Chairman, Michael S. Glasgow and Clarence R. Urban. The Audit and Compliance Committee’s duties, which are specified in its Charter, include, but are not limited to:None

⋅PART reviewing and discussing with management and the independent accountants our annual and quarterly financial statements, ⋅ directly appointing, compensating, retaining, and overseeing the work of the independent auditor, ⋅ approving, in advance, the provision by the independent auditor of all audit and permissible non-audit services, ⋅ establishing procedures for the receipt, retention, and treatment of complaints received by us regarding accounting, internal accounting controls, or auditing matters and the confidential, anonymous submissions by our employees of concerns regarding questionable accounting or auditing matters, ⋅ the right to engage and obtain assistance from outside legal and other advisors as the audit committee deems necessary to carry out its duties, ⋅ the right to receive appropriate funding from us to compensate the independent auditor and any outside advisors engaged by the committee and to pay the ordinary administrative expenses of the audit committee that are necessary or appropriate to carrying out its duties, and ⋅ reviewing and approving all related party transactions unless the task is assigned to a comparable committee or group of independent directorsIII.

~~The~~ITEM ~~Audit and Compliance Committee will at all times be composed exclusively of “independent directors” who are “financially literate~~10.” ~~“Financially literate” is defined as being able to read and understand fundamental financial statements~~Directors, ~~including~~Executive aOfficers ~~company’s balance sheet, income statement~~ and ~~cash~~Corporate ~~flow statement.~~Governance

The ~~committee~~following ~~has,~~table and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in shows the ~~individual’s~~positions ~~financial~~held ~~sophistication.~~by ~~The~~our board of directors ~~believes~~and ~~that~~executive ~~Mr.~~officers, ~~Shackelford~~as ~~satisfies~~well ~~the~~a ~~definition~~key ofemployee, ~~financial sophistication~~ and ~~also~~their ~~qualifies as an “audit committee financial expert~~ages,” as ~~defined under rules and regulations~~ of ~~the~~June ~~SEC.~~30, 2016:

Indebtedness of Directors and Executive Officers

Name	Age	Position
Charles S. Conoley	57	Director, President and Chief Executive Officer
Michael Shannon Glasgow	47	Director
Barkley Kirkland, DDS	71	Director
Bruce E. Shackelford	58	Director
Clarence R. Urban	70	Director
Kathleen M. Jepson	67	Chief Financial Officer

~~None of our directors or executive officers or their respective associates or affiliates is indebted to us.~~-8-

~~Family~~Biographical ~~Relationships~~Information Concerning Directors.

~~There~~Charles ~~are~~S. noConoley ~~family~~has served ~~relationships~~as ~~among~~a ~~our~~director ~~directors~~of the Company since June 15, 2013; as a Class II director of the Company since May 11, 2009 and as a Class I director of the Company from October 2, 1998 to May 11, 2009. Mr. Conoley has served as the President and Chief Executive Officer of the Company since October 2, 1998, and served as a director and President and Chief Executive Officer of the Bank from October 25, 1999 to September 10, 2013. Mr. Conoley is currently employed as Vice-President; Commercial Lending Office for 1st Manatee Bank in Parrish, Florida. From 1993-1998, he was a Vice President and commercial loan officer for American Bank in Bradenton, Florida. Prior to that he was employed as a senior executive ~~officers~~for affiliates of Barnett Bank in Miami and Bradenton, Florida. Mr. Conoley received his MBA in Finance and Accounting from Indiana University in Bloomington, Indiana and his undergraduate degree from Purdue University.

Michael ~~Legal~~Shanon ~~Proceedings~~Glasgow has served as a Director of the Company since June 15, 2013; as a Class I director of the Company since October 2, 1998, and served as a director of the Bank from October 25, 1999 to September 10, 2013. He is employed with USA Steel Fence, Inc., a commercial and residential fence company that has operations in Bradenton, Lakeland, Gibsonton, Englewood and St. Petersburg, Florida, and serves as its President. Mr. Glasgow is also the owner of USA Land Company, and USA Used Cars, all of Bradenton, Florida. He also serves as Vice President for USA Group, Inc. and USA Real Estate, also of Bradenton, Florida.

AsBarclay Kirkland, DDS, has served as a Director of the Company since June 3015, 2013,; ~~there~~as ~~was~~a noClass ~~material~~I ~~proceeding~~director toof ~~which~~the ~~any~~Company ofsince ~~our~~May ~~directors~~18, ~~executive~~2000, ~~officers~~and served as a director of the Bank from February 2001 to September 10, ~~affiliates~~2013. orHe ~~stockholders~~is in private practice in Bradenton, Florida. He is a ~~party~~member of ~~adverse~~the toAmerican usAcademy of Peridontology and the American Academy of Anti-Aging Medicine, and is active in Rotary International.

Bruce ~~Code~~E. Shackelford has served as a Director of ~~Ethics~~the Company since June 15, 2013; as a Class I director of the Company since October 2, 1998, and served as a director of the Bank from October 25, 1999 to September 10, 2013. He serves as President of Four Star Tomato, Inc., R&S Sales and Management, Inc. and Western Tomato Growers & Shippers, Inc., all companies engaged in food production and distribution. He is also the general partner of Triple-S Farms, a farming operation.

InClarence ~~March~~R. ~~2003,~~Urban wehas ~~adopted~~served as a ~~Code~~Director of ~~Ethics~~the ~~that~~Company ~~applies~~since toJune ~~all~~15, 2013; as a Class II director of ~~our~~the ~~executive~~Company ~~officers~~since May 20, ~~directors~~2004 and ~~employees.~~as ~~The~~a ~~Code~~Class III director of ~~Ethics~~the ~~codifies~~Company ~~the~~from ~~business~~October ~~and~~2, ~~ethical~~1998 ~~principles~~to ~~that~~May ~~govern~~20, ~~all~~2004. ~~aspects~~He served as a director of ~~our~~the ~~business.~~Bank Wefrom ~~will~~October ~~provide~~25, a1999 ~~copy~~to September 10, 2013. He served as Chairman of ~~our~~the ~~Code~~Company’s Board of ~~Ethics~~Directors ~~without~~from ~~charge~~October 2, 1998, to ~~any~~September ~~shareholder~~17, ~~who~~2003, ~~makes~~and aas ~~written~~Chairman of ~~request~~the ~~for~~Bank’s Board of Directors from October 25, 1999, to September 17, 2003. He is a ~~copy~~retired businessman.

~~-9-~~Additional Information about our Board and its Committees

We ~~Committee~~continue ~~Interlocks~~to monitor the rules and ~~Insider~~regulations ~~Participation~~of the SEC regarding “independent” directors. All directors, except for Charles S. Conoley, are “independent” as defined in the listing standards of NASDAQ Global Market.

NoDuring ~~member~~2014, all of our directors attended at least 75% of all meetings during the periods for which they served on our board, and all of the meetings held by committees of the board on which they serve. The board of directors ishas ~~employed~~a bystanding usAudit and Compliance Committee but no standing compensation committee or nominations and governance committee. The Charter for the Audit and Compliance Committee was filed with the SEC on May 13, 2003.

As ~~Section~~of ~~16(a)~~December ~~Beneficial~~31, ~~Ownership~~2014, the ~~Reporting~~Audit and Compliance Committee consisted of Bruce E. Shackleford, who served as the Chairman, Michael S. Glasgow and Clarence R. Urban. The Audit and Compliance Committee’s duties, which are specified in its Charter, include, but are not limited to:

~~Rules~~· ~~adopted~~reviewing byand ~~the~~discussing ~~SEC~~with ~~under~~management ~~Section 16(a) of the Exchange Act, require our officers~~ and ~~directors, and persons who own more than 10% of~~ the ~~issued~~independent ~~and~~accountants ~~outstanding shares of~~ our ~~equity~~annual ~~securities, to file reports of their ownership,~~ and ~~changes~~quarterly infinancial ~~ownership~~statements, ~~of such securities with the SEC on Forms 3, 4 or 5, as appropriate. Such persons are required by the regulations of the SEC to furnish us with copies of all forms they file pursuant to Section 16(a).~~

Based solely upon a review of Forms 3, 4 and 5 and amendments thereto furnished to us during our most recent fiscal year, and any written representations provided to us, we believe that all of the officers, directors, and owners of more than ten percent of the outstanding shares of our common stock did comply with Section 16(a) of the Exchange Act for the year ended December 31, 2012.-9-

· ~~ITEM~~directly ~~11.~~appointing, ~~Executive~~compensating, ~~Compensation~~retaining, and overseeing the work of the independent auditor,

~~The~~· ~~following~~approving, ~~table~~in ~~sets forth~~advance, ~~for~~ the ~~most~~provision ~~recent~~by ~~fiscal~~the ~~year,~~independent ~~all~~auditor ~~cash~~of ~~compensation~~all ~~paid,~~audit ~~distributed or accrued, including salary~~ and ~~bonus~~permissible ~~amounts,~~non-audit ~~for~~ services ~~rendered to us by our President and Chief Executive Officer:~~,

Name and Principal Position (a)	Year (b)		Salary (c)	Bonus (d)		Stock Awards (e)		Option Awards (f)		Non-Equity Incentive Plan Compensation (g)		Non-qualified Deferred Compensation Earnings (h)		All Other Compensation (i)		Total (j)
Charles S. Conoley. President and CEO of the	2012	$	0	0	$	0	$	0	$	0	$	0	$	0	$	0
Company	2011	$	0	0	$	0	$	0	$	0	$	0	$	0	$	0

establishing procedures for the receipt, retention, and treatment of complaints received by us regarding accounting, internal accounting controls, or auditing matters and the confidential, anonymous submissions by our employees of concerns regarding questionable accounting or auditing matters,

~~Outstanding~~· ~~Equity~~the ~~Awards~~right atto ~~Fiscal~~engage ~~Year-End~~and obtain assistance from outside legal and other advisors as the audit committee deems necessary to carry out its duties,

· Nothe ~~equity~~right ~~awards~~to ~~were~~receive ~~outstanding~~appropriate atfunding ~~December~~from 31us to compensate the independent auditor and any outside advisors engaged by the committee and to pay the ordinary administrative expenses of the audit committee that are necessary or appropriate to carrying out its duties, ~~2012.~~and

~~Charles~~· S.reviewing ~~Conoley has served as the Company's President~~ and ~~Chief~~approving ~~Executive~~all ~~Officer~~related ~~since~~party ~~its~~transactions ~~inception. Biographical~~unless ~~information~~the ~~about~~task ~~Mr. Conoley~~ is ~~set~~assigned ~~forth~~to ~~above~~a incomparable ~~the~~committee ~~segment~~or ~~containing~~group ~~information~~of ~~about~~independent ~~the Company's~~ directors ~~and executive officers~~. Effective January 1, 2009, Mr. Conoley, the Company and the Bank entered into a three-year employment agreement, which was terminated by mutual consent effective April 20, 2012. Mr. Conoley serves the Company with no compensation.

~~-10-~~The Audit and Compliance Committee will at all times be composed exclusively of “independent directors” who are “financially literate.” “Financially literate” is defined as being able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement.

The ~~Kathleen~~committee ~~M. Jepson~~ has, ~~served as the Company's Senior Vice President~~ and will ~~Chief~~continue ~~Financial~~to ~~Officer~~have, ~~since~~at ~~January~~least ~~31,~~one ~~2005. Ms.~~member ~~Jepson~~who has ~~over~~past ~~twenty~~employment ~~years banking~~ experience, ~~for~~in ~~the~~finance ~~five~~or ~~years~~accounting, ~~prior~~requisite toprofessional certification ~~2005~~in ~~with Pelican Financial~~accounting, ~~Inc.,~~or ~~Ann~~other ~~Arbor,~~comparable ~~Michigan. Effective~~experience ~~January~~or 1,background ~~2011,~~that ~~Ms.~~results ~~Jepson,~~in the ~~Company~~individual’s ~~and~~financial ~~the~~sophistication. The ~~Bank~~board ~~entered~~of ~~into~~directors abelieves ~~three-year~~that ~~employment~~Mr. ~~agreement,~~Shackelford ~~which~~satisfies ~~was~~the ~~terminated~~definition byof ~~mutual~~financial ~~consent~~sophistication ~~effective~~and ~~April~~also ~~20,~~qualifies ~~2012. Ms. Jepson now works~~ as an a“audit ~~contract~~committee ~~(hourly)~~financial ~~employee~~expert,” ~~for~~as ~~the~~defined ~~Company,~~under ~~acting~~rules asand ~~its~~regulations ~~Acting~~of ~~Chief~~the ~~Financial Officer~~SEC.

~~Director~~Indebtedness ~~Compensation~~of Directors and Executive Officers

None of ~~the~~our ~~Directors~~directors ~~received~~or executive ~~any~~officers ~~compensation~~or ~~during~~their ~~2012~~respective associates or affiliates is indebted to us.

Family ~~ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters~~Relationships

~~Beneficial~~There ~~Owners~~are ofno ~~More~~family ~~than~~relationships among 5%our ofdirectors ~~the~~and ~~Common~~executive ~~Stock:~~officers.

Legal The following table shows all persons whom we know to be "beneficial owners" of more than five percent of the Common Stock as of June 30, 2013.*Proceedings

Name and Address of Beneficial Owner	Number of Shares		Percent of Class(1)
Charles S. Conoley	92,995	(2)	5.25	%
410 68th Ct. N.W.
Bradenton, Florida 34209
John Falkner	175,000		9.89	%
51450 CR 352
Decatur, Michigan 49045
Ross C. Hodges	114,110		6.45	%
901 64th Street West
Bradenton, FL 34209
Scott Falkner	100,831		6.88	%
16748 4th Avenue Northeast
Bradenton, FL 34212
David K. Scherer	102,159	(3)	5.69	%
4239-63rd Street West
Bradenton, Florida 34209

As of June 30, 2016, there was no material proceeding to which any of our directors, executive officers, affiliates or stockholders is a party adverse to us.

* InformationCode ~~relating to beneficial ownership~~ of the Common Stock is based upon "beneficial ownership" concepts set forth in rules of the SEC under Section 13(d) of the Securities Exchange Act of 1934, as amended. Under such rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares "voting power," which includes the power to vote or direct the voting of such security, or "investment power," which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any security of which that person has the right to acquire beneficial ownership within 60 days. Under the rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he has no beneficial interest. For instance, beneficial ownership includes spouses, minor children and other relatives residing in the same household, and trusts, partnerships, corporations or deferred compensation plans which are affiliated with the principal.Ethics

~~(1) The~~In ~~percentages~~March ~~are~~2003, ~~based~~we onadopted a ~~1,770,139~~Code ~~shares~~ of ~~Common~~Ethics ~~Stock~~that ~~outstanding~~applies onto ~~June~~all ~~30,~~of ~~2013~~our executive officers, ~~plus~~directors ~~shares~~and employees. The Code of ~~Common~~Ethics ~~Stock~~codifies the business and ethical principles that ~~may~~govern beall ~~acquired~~aspects byof ~~the~~our ~~beneficial~~business. ~~owner~~We ~~within~~will 60provide ~~days~~a copy of ~~June~~our ~~30,~~Code ~~2013,~~of byEthics ~~exercise~~without ofcharge ~~options~~to any ~~and/or~~shareholder ~~warrants~~who makes a written request for a copy.

~~-11-~~Committee Interlocks and Insider Participation

~~(2) Includes~~No ~~3,500~~member ~~shares~~of ~~held~~our asboard of ~~custodian~~directors ~~for~~is ~~Max~~employed ~~Conoley~~by ~~and 3,200 shares held as custodian for Alexandra Conoley, as to which Mr~~us. ~~Conoley disclaims beneficial ownership. Also includes 14,300 shares owned jointly with Mr. Conoley's wife.~~

~~(3) All of Mr. Scherer's shares except for 200 are held jointly with his wife.~~-10-

~~Share~~Section ~~Ownership~~16(a) ofBeneficial ~~Directors~~Ownership ~~and Executive Officer~~Reporting Compliance

~~The~~Rules ~~following~~adopted ~~chart~~by ~~shows~~ the ~~number~~SEC under ofSection ~~shares~~16(a) of the ~~Common~~Exchange ~~Stock~~Act, ~~that~~require ~~each~~our ~~executive~~officers ~~officer~~and directors, ~~director~~ and ~~nominee~~persons ~~for~~who ~~director~~own more than 10% of the ~~Company~~issued ~~beneficially~~and outstanding ~~owns~~shares of our equity securities, to file reports of their ownership, and ~~the~~changes ~~total~~in ~~shares~~ownership, of such securities with the ~~Common~~SEC ~~Stock~~on ~~that~~Forms ~~such~~3, ~~persons~~4 ~~own~~or 5, as aappropriate. ~~group:~~Such persons are required by the regulations of the SEC to furnish us with copies of all forms they file pursuant to Section 16(a).

Name and Address of Beneficial Owner	Number of Shares		Percent of Class(1)
Charles S. Conoley	92,995	(2)	5.25	%
410 68th Court N.W.
Bradenton, Florida 34209
Michael Shannon Glasgow	3,825	(3)	0.2	%
1209-44th Avenue East
Bradenton, Florida 34203
Barclay Kirkland, D.D.S.	52,460	(4)	2.96	%
2109-59th Street West
Bradenton, Florida 34209
Bruce E. Shackelford	19,458	(5)	1.09	%
P. O. Box 91
Ellenton, Florida 34222
Clarence R. Urban	80,207	(6)	4.52	%
2108 Whitfield Park Loop
Sarasota, Florida 34243
All directors, nominees and	248,945		14.02	%
named executive officers
as a group

ITEM ~~__________________________________________________~~11. Executive Compensation

* InformationSummary ~~relating~~Compensation to beneficial ownership of the Common Stock is based upon "beneficial ownership" concepts set forth in rules of the SEC under Section 13(d) of the Securities Exchange Act of 1934, as amended. Under such rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares "voting power," which includes the power to vote or direct the voting of such security, or "investment power," which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any security of which that person has the right to acquire beneficial ownership within 60 days. Under the rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he has no beneficial interest. For instance, beneficial ownership includes spouses, minor children and other relatives residing in the same household, and trusts, partnerships, corporations or deferred compensation plans which are affiliated with the principal.Table

~~(1)~~ The ~~percentages~~following ~~are~~table ~~based on 1~~sets forth,~~770,139~~ ~~shares~~for ofthe ~~Common~~most ~~Stock~~recent ~~outstanding~~fiscal asyear, ofall ~~June~~cash ~~30,~~compensation ~~2013~~paid, ~~plus~~distributed ~~shares~~or ~~of Common Stock which may be acquired by the beneficial owner~~accrued, orincluding ~~group~~salary ofand ~~beneficial~~bonus ~~owners~~amounts, for ~~within~~services 60rendered ~~days~~to ofus ~~May 13, 2013,~~ by ~~exercise~~our ofPresident ~~options~~ and~~/or~~ ~~warrants. The~~Chief ~~percentage~~Executive ~~total differs from the sums of the individual percentages due to the differing denominators with respect to each calculation.~~Officer:

-12-

Name and Principal Position (a)			Year (b)				Salary (c)				Bonus (d)				Stock Awards (e)				Option Awards (f)				Non-Equity Incentive Plan Compensation (g)				Non-qualified Deferred Compensation Earnings (h)				All Other Compensation (i)				Total (j)
Charles S. Conoley. President and CEO of the Company			2014 2013			$ $	0 0				0 0			$ $	0 0			$ $	0 0			$ $	0 0			$ $	0 0			$ $	0 0			$ $	0 0

~~(2) Includes~~Outstanding ~~3,500~~Equity ~~shares~~Awards ~~held~~at asFiscal custodian for Max Conoley and 3,200 shares held as custodian for Alexandra Conoley, as to which Mr. Conoley disclaims beneficial ownership. Also includes 14,300 shares owned jointly with Mr. Conoley's wife.Year-End

~~(3) Includes~~No ~~1,825~~equity ~~shares~~awards ~~held~~were asoutstanding ~~custodian~~at for Savannah Glasgow as to which Mr. Glasgow disclaims beneficial ownership and 500 shares held as custodian for Marina Glasgow as to which Mr. Glasgow disclaims beneficial ownership. Also includes the right to acquire 1December 31,~~500~~ ~~shares pursuant to currently exercisable options~~2014.

~~(4) Includes~~Employment 33,782 shares held jointly with his wife. Also includes 500 shares held as custodian for Cari Beth Kirkland, and 900 shares held as custodian for Chloe Fay Kirkland, and an equal number held for each by his wife as custodian, as to all of which Dr. Kirkland disclaims beneficial ownership. Also includes the right to acquire 1,361 shares pursuant to currently exercisable options.Agreements

~~(5) Held~~Charles byS. ~~Triple~~Conoley Shas served ~~Farms~~as ~~Profit~~the ~~Sharing~~Company’s ~~for~~President ~~the~~and ~~benefit~~Chief ofExecutive MrOfficer since its inception. ~~Shackelford~~Biographical information about Mr. ~~Also~~Conoley is ~~includes~~set forth above in the ~~right~~segment tocontaining ~~acquire~~information about the Company’s directors and executive officers. Effective January 1,~~500~~ ~~shares~~2009, ~~pursuant~~Mr. toConoley, ~~currently~~the ~~exercisable~~Company ~~options~~and the Bank entered into a three-year employment agreement, which was terminated by mutual consent effective April 20, 2013. Mr. Conoley serves the Company with no compensation.

~~(6) Also~~Kathleen M. ~~includes~~Jepson has served as the ~~right~~Company’s toSenior ~~acquire~~Vice 1President and Chief Financial Officer since January 31,~~500~~ ~~shares~~2005. ~~pursuant~~Ms. Jepson has over twenty years banking experience, for the five years prior to ~~currently~~2005 ~~exercisable~~with ~~options~~Pelican Financial, Inc., Ann Arbor, Michigan. Ms. Jepson now works as a contract (hourly) employee for the Company, acting as its Acting Chief Financial Officer.

~~Unless~~Director ~~otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all shares of common stock beneficially owned by them.~~Compensation

~~Change~~None inof ~~Control~~the Directors received any compensation during 2014.

~~There are no arrangements currently in effect which may result in our “change in control,” as that term is defined by the provisions of Item 403(c) of Regulation S~~-K.11-

~~Equity~~ITEM ~~Compensation~~12. ~~Plan~~Security ~~Information~~Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

~~There~~Beneficial ~~are~~Owners noof ~~equity~~More ~~plans.~~than 5% of the Common Stock:

The ~~ITEM~~following ~~13.~~table ~~Certain~~shows ~~Relationships~~all ~~and~~persons ~~Related~~whom ~~Transactions,~~we know ~~and~~to ~~Director~~be ~~Independence~~“beneficial owners” of more than five percent of the Common Stock as of June 30, 2016.*

Related Party Transactions

Name and Address of Beneficial Owner	Number of Shares			Percent of Class⁽¹⁾
Charles S. Conoley 410 68^th Ct. N.W. Bradenton, Florida 34209		592,995	(2)		15.73	%

Daniel D. Dinur 6400 Powers Ferry Road, Suite 396 Atlanta, GA 30339		507,000			13.45	%

Michael Shannon Glasgow 1209-44^th Avenue East Bradenton, Florida 34203		502,325	(3)		13.32	%

Barclay Kirkland, D.D.S. 2109-59th Street West Bradenton, Florida 34209		551,899	(4)		14.64	%

As* Information relating to beneficial ownership of ~~December~~the 31Common Stock is based upon “beneficial ownership” concepts set forth in rules of the SEC under Section 13(d) of the Securities Exchange Act of 1934, ~~2012~~as amended. Under such rules, ~~certain~~a ~~current~~person ~~and~~is ~~former~~deemed ~~directors~~to ~~were~~be ~~owed~~a ~~$40~~“beneficial owner” of a security if that person has or shares “voting power,~~000~~” which includes the power to vote or direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. ~~These~~ ~~Advances~~A doperson ~~not~~is ~~yield~~also ~~interest~~deemed ~~and~~to ~~are~~be ~~payable~~a onbeneficial ~~demand~~owner of any security of which that person has the right to acquire beneficial ownership within 60 days. ~~The~~ ~~obligees~~Under ~~and~~the rules, more than one person may be deemed to be a beneficial owner of the ~~amounts~~same ~~owed~~securities, and a person may be deemed to ~~them~~be asa beneficial owner of ~~December~~securities 31as to which he has no beneficial interest. For instance, ~~2012~~beneficial ownership includes spouses, asminor ~~Advances~~children and other relatives residing in the same household, and trusts, partnerships, corporations or deferred compensation plans which are asaffiliated ~~follows:~~with the principal.

Name		Amount
Charles S. Conoley	$	5,000.00
Estate of C. Donald Miller, Jr.		5,000.00
Michael Shannon Glasgow		5,000.00
Barclay Kirkland, DDS		5,000.00
David K. Scherer		5,000.00
Elizabeth Thomason, DMD		5,000.00
Mary Ann P. Turner		5,000.00
Clarence R. Urban		5,000.00
Total	$	40,000.00

(1) The percentages are based on 3,770,139 shares of Common Stock outstanding on June 30, 2016, plus shares of Common Stock that may be acquired by the beneficial owner within 60 days of June 30, 2016, by exercise of options and/or warrants.

~~Director~~(2) ~~Independence~~Includes 3,500 shares held as custodian for Max Conoley and 3,200 shares held as custodian for Alexandra Conoley, as to which Mr. Conoley disclaims beneficial ownership. Also includes 14,300 shares owned jointly with Mr. Conoley’s wife.

~~All~~(3) Includes ~~of the directors~~1,825 ~~except~~shares ~~for~~held ~~Charles~~as S.custodian ~~Conoley,~~for ~~are~~Savannah Glasgow ~~“independent” directors,~~ as ~~such~~to ~~term~~which ~~is defined in Rule 10A-3(b)(1) under the Exchange Act~~Mr. ~~All~~Glasgow ~~other~~disclaims ~~directors,~~beneficial ~~except~~ownership ~~for Barclay Kirkland, DDS, serve on each of our Audit~~ and ~~Compliance~~500 ~~Committee. See~~shares ~~Item~~held ~~10,~~as ~~“Directors,~~custodian ~~Executive Officers and Corporate Governance”~~ for ~~more~~Marina ~~information~~Glasgow onas ~~the~~to ~~independence~~which Mr. ofGlasgow ~~our~~disclaims ~~directors~~beneficial ownership.

~~-13-~~(4) Includes 33,782 shares held jointly with his wife. Also includes 500 shares held as custodian for Cari Beth Kirkland, and 900 shares held as custodian for Chloe Fay Kirkland, and an equal number held for each by his wife as custodian, as to all of which Dr. Kirkland disclaims beneficial ownership.

~~ITEM 14. Principal Accountant Fees and Services~~-12-

~~Francis~~Share &Ownership ~~Co.,~~of ~~CPA's~~Directors ~~served as our independent auditors for periods ended March 31, 2011, June 30, 2011~~ and ~~September 30, 2011. On December 12, 2012, we changed auditors to Pender Newkirk, LLP, now Warren Averett, LLC, for the fiscal period ended December 31, 2011 and for the periods thereafter.~~Executive Officer

The ~~Audit~~following ~~Fees~~chart shows the number of shares of the Common Stock that each executive officer, director and nominee for director of the Company beneficially owns, and the total shares of the Common Stock that such persons own as a group as of June 30, 2016:

Audit fees are those fees billed for professional services rendered for the audit of the annual financial statements and review of the financial statements included in Form 10-Q. The aggregate amount of the audit fees billed by Warren Averett, LLC for 2011 was $15,000 and for 2012 was $14,000.

Name and Address of Beneficial Owner	Number of Shares			Percent of Class⁽¹⁾
Charles S. Conoley 410 68^th Court N.W. Bradenton, Florida 34209		592,995	(2)		15.73	%

Michael Shannon Glasgow 1209-44^th Avenue East Bradenton, Florida 34203		502,325	(3)		13.32	%

Barclay Kirkland, D.D.S. 2109-59th Street West Bradenton, Florida 34209		551,899	(4)		14.64	%

Bruce E. Shackelford P. O. Box 91 Ellenton, Florida 34222		17,958	(5)		.48	%

Clarence R. Urban 2108 Whitfield Park Loop Sarasota, Florida 34243		78,707	(6)		2.09	%

All directors, nominees and named executive officers as a group		1,743,884			46.26	%

* ~~Audit-related~~Information ~~Fees~~relating to beneficial ownership of the Common Stock is based upon “beneficial ownership” concepts set forth in rules of the SEC under Section 13(d) of the Securities Exchange Act of 1934, as amended. Under such rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any security of which that person has the right to acquire beneficial ownership within 60 days. Under the rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he has no beneficial interest. For instance, beneficial ownership includes spouses, minor children and other relatives residing in the same household, and trusts, partnerships, corporations or deferred compensation plans which are affiliated with the principal.

No(1) The ~~audit-related~~percentages are ~~fees~~based ~~were~~on ~~billed~~3,770,139 byshares ~~Warren~~of ~~Averett~~Common Stock outstanding as of June 30, ~~LLC~~2016, plus shares of Common Stock which may be acquired by the beneficial owner, or ~~Francis~~group &of Cobeneficial owners, ~~CPAs~~within in60 ~~2011~~days of June 30, 2016, by exercise of options and/or ~~2012~~warrants. The percentage total differs from the sums of the individual percentages due to the differing denominators with respect to each calculation.

(2) Includes 3,500 ~~Tax~~shares ~~Fees~~held as custodian for Max Conoley and 3,200 shares held as custodian for Alexandra Conoley, as to which Mr. Conoley disclaims beneficial ownership. Also includes 14,300 shares owned jointly with Mr. Conoley’s wife.

~~Tax~~(3) Includes 1,825 ~~fees~~shares ~~are~~held ~~those~~as ~~fees~~custodian ~~billed~~ for ~~professional~~Savannah ~~services~~Glasgow ~~rendered~~as ~~for~~to ~~tax~~which ~~compliance,~~Mr. ~~including~~Glasgow ~~preparation~~disclaims ofbeneficial ~~corporate~~ownership ~~federal~~ and ~~state~~500 ~~income~~shares ~~tax~~held as ~~returns~~custodian ~~and~~for ~~related~~Marina ~~compliance.~~Glasgow ~~The~~as ~~aggregate~~to ~~amount~~which ~~of tax fees billed by Warren Averett, LLC in 2011 or 2012 was $0 and Francis & Co~~Mr., ~~CPA's~~Glasgow indisclaims ~~2011~~beneficial ~~was $10,950~~ownership.

~~All Other Fees~~-13-

~~None~~(4) Includes 33,782 shares held jointly with his wife. Also includes 500 shares held as custodian for Cari Beth Kirkland, and 900 shares held as custodian for Chloe Fay Kirkland, and an equal number held for each by his wife as custodian, as to all of which Dr. Kirkland disclaims beneficial ownership.

(5) Held ~~Audit~~by Triple ~~and~~S ~~Compliance~~Farms ~~Committee~~Profit Sharing for the benefit of Mr. Shackelford.

~~Our~~Unless ~~board~~otherwise ofindicated, we ~~directors~~believe ~~and~~that ~~Audit~~all ~~and~~persons ~~Compliance~~named ~~Committee~~in ~~approved~~ the ~~services~~table ~~rendered~~below ~~and~~have ~~fees~~sole ~~charged~~voting ~~by our independent auditors. The Audit~~ and ~~Compliance~~investment ~~Committee~~power ~~has reviewed and discussed our audited financial statements for the years ended December 31, 2012 and 2011~~ with ~~our~~respect ~~management. In~~to ~~addition,~~all ~~the~~shares ~~Audit~~of ~~and~~common stock ~~Compliance~~beneficially ~~Committee~~owned ~~has~~by ~~discussed the financial statements for 2011 and 2012 with Warren Averett, LLC, as required under PCAOB standards~~them.

~~Based~~Change on the Audit and Compliance Committee’s review of the matters noted above and its discussions with our independent auditors and our management, the Audit and Compliance Committee recommended to the board of directors that the audited financial statements be included in ~~our Annual Report on Form 10-K for the year ended December 31, 2012.~~Control

There ~~Policy~~are ~~for~~no ~~Pre-Approval~~arrangements currently in effect which may result in our “change in control,” as that term is defined by the provisions of ~~Audit~~Item 403(c) ~~and~~of ~~Non-Audit~~Regulation ~~Services~~S-K.

~~The~~Equity ~~Audit~~Compensation ~~and~~Plan Compliance Committee’s policy is to pre-approve all audit services and all non-audit services that our independent auditor is permitted to perform for us under applicable federal securities regulations. As permitted by the applicable regulations, the Audit and Compliance Committee’s policy utilizes a combination of specific pre-approval on a case-by-case basis of individual engagements of the independent auditor and general pre-approval of certain categories of engagements up to predetermined dollar thresholds that are reviewed annually by the Audit and Compliance Committee. Specific pre-approval is mandatory for the annual financial statement audit engagement, among others.Information

~~The~~There ~~pre-approval~~are ~~policy~~no ~~was~~equity ~~implemented effective as of September 2004~~plans. All engagements of the independent auditor to perform any audit services and non-audit services since that date have been pre-approved by the Audit and Compliance Committee in accordance with the pre-approval policy. The policy has not been waived in any instance. All engagements of the independent auditor to perform any audit services and non-audit services prior to the date the pre-approval policy was implemented were approved by the Audit and Compliance Committee in accordance its normal functions.

~~ITEM~~Related ~~15.~~Party ~~Exhibits and Financial Statement Schedules~~Transactions

~~(a)~~As ~~Exhibits~~reported in Item 7 above, as of December 31, 2014, certain current and former directors were owed $50,000 of Advances, $40,000 of which did not yield interest and were payable on demand, and $10,000 of which bore interest at the rate of 3.25% per annum. The obligees and the amounts owed to them as of December 31, 2014, as Advances were as follows:

Exhibit No.	Description
Name	Amount
3.1	Fourth Amended and Restated Articles of Incorporation. (1)
Charles S. Conoley	$	15,000.00
3.2	Amended and Restated By-Laws. (2)
Estate of C. Donald Miller, Jr.		5,000.00
31.1	Certifications of Chief Executive Officer required by Rule 13(a)-14(a).
Michael Shannon Glasgow		5,000.00
31.2	Certifications of Chief Financial Officer required by Rule 13(a)-14(a).
Barclay Kirkland, DDS		5,000.00
32.1	Certifications pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
Estate of David K. Scherer		5,000.00
Elizabeth Thomason, DMD		5,000.00
Mary Ann P. Turner		5,000.00
Clarence R. Urban		5,000.00
Total	$	50,000.00

As ~~_________________________~~reported in Item 7 above, all Advances were repaid in October 2015 from the proceeds of sale of the Building.

(1)	Incorporated herein by reference to Exhibit 3.1 to Current Report on Form 8-K, filed on June 15, 2011.
(2)	Incorporated herein by reference to Exhibit 2.2 to Registration Statement on Form SB-1 (File No. 333-71773), filed on February 9, 1999.

Director Independence

All of the directors, except for Charles S. Conoley, are “independent” directors, as such term is defined in Rule 10A-~~15-~~3(b)(1) under the Exchange Act. All other directors, except for Barclay Kirkland, DDS, serve on each of our Audit and Compliance Committee. See Item 10, “Directors, Executive Officers and Corporate Governance” for more information on the independence of our directors.

~~SIGNATURES~~ITEM 14. Principal Accountant Fees and Services

~~Pursuant~~GSK toserved ~~the~~as ~~requirements~~our ofindependent registered ~~Section~~public 13accounting orfirm ~~15(d)~~for of the ~~Securities~~fiscal ~~Exchange~~periods ~~Act~~ended ofDecember ~~1934~~31, ~~the~~2013 ~~Registrant~~and ~~has~~December ~~duly caused this Report to be signed on its behalf by the undersigned~~31, ~~thereunto duly authorized~~2014.

~~MANASOTA GROUP, INC. Registrant~~-14-

~~BY:~~Audit /S/ Charles S. Conoley Charles S. Conoley, President and Chief Executive Officer (Principal Executive Officer) /S/ Kathleen M. Jepson Kathleen M. Jepson, Acting Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)Fees

~~Date:~~Audit ~~July~~fees ~~18,~~are those fees billed for professional services rendered for the audit of the annual financial statements and review of the financial statements included in Forms 10-Q. The aggregate amount of the audit fees billed by GSK for 2013 was $10,000. Audit fees billed by GSK for 2014 were $10,000.

~~Pursuant~~Audit-related ~~to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:~~Fees

Signature	Title	Date
/S/ Charles S. Conoley	President, Chief Executive	July 18, 2013
Charles S. Conoley	Officer and Director
/S/ Michael Shannon Glasgow	Director	July 18, 2013
Michael Shannon Glasgow
/S/ Barclay Kirkland, DDs	Director	July 18, 2013
Barclay Kirkland, D.D.S.
/S/ Bruce E. Shackelford	Director	July 18, 2013
Bruce E. Shackelford
/S/ Clarence R. Urban	Director	July 18, 2013
Clarence R. Urban

No audit-related fees were billed by GSK for 2013 or 2014.

~~-16-~~Tax Fees

Tax ~~MANASOTA~~fees ~~GROUP~~are those fees billed for professional services rendered for tax compliance, ~~INC~~including preparation of corporate federal and state income tax returns and related compliance. No tax fees were billed by GSK for 2013 or 2014.

All ~~F/k/a~~Other ~~horizon bancorporation, inc.~~Fees

~~BRADENTON, FLORIDA~~None

~~FINANCIAL~~Audit ~~STATEMENTS~~and Compliance Committee

~~FOR~~Our ~~THE~~board ~~YEARS~~of ~~ENDED~~directors and Audit and Compliance Committee approved the services rendered and fees charged by our independent auditors. The Audit and Compliance Committee has reviewed and discussed our audited financial statements for the years ended December 31, 2013 and 2014 with our management. In addition, the Audit and Compliance Committee has discussed the financial statements for 2013 and 2014 with Warren Averett and GSK as required under PCAOB standards.

~~DECEMBER~~Based 31on the Audit and Compliance Committee’s review of the matters noted above and its discussions with our independent auditors and our management, the ~~2012~~Audit ~~AND~~and ~~2011~~Compliance Committee recommended to the board of directors that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2014.

FPolicy for Pre-1Approval of Audit and Non-Audit Services

~~TABLE~~The OFAudit ~~CONTENTS~~and Compliance Committee’s policy is to pre-approve all audit services and all non-audit services that our independent auditor is permitted to perform for us under applicable federal securities regulations. As permitted by the applicable regulations, the Audit and Compliance Committee’s policy utilizes a combination of specific pre-approval on a case-by-case basis of individual engagements of the independent auditor and general pre-approval of certain categories of engagements up to predetermined dollar thresholds that are reviewed annually by the Audit and Compliance Committee. Specific pre-approval is mandatory for the annual financial statement audit engagement, among others.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		F-1
FINANCIAL STATEMENTS
	Balance Sheets	F-4
	Statements of Operations	F-5
	Statements of Changes in Shareholders' Equity/(Deficit)	F-6
	Statements of Cash Flows	F-7
	Notes to Financial Statements	F-8

The pre-approval policy was implemented effective as of September 2004. All engagements of the independent auditor to perform any audit services and non-audit services since that date have been pre-approved by the Audit and Compliance Committee in accordance with the pre-approval policy. The policy has not been waived in any instance. All engagements of the independent auditor to perform any audit services and non-audit services prior to the date the pre-approval policy was implemented were approved by the Audit and Compliance Committee in accordance its normal functions.

F-215-

~~Report~~ITEM of15. ~~Independent~~Exhibits ~~Registered~~and ~~Public~~Financial ~~Accounting~~Statement ~~Firm~~Schedules

~~To the Board of Directors and Stockholders of Manasota Group, Inc.~~ (~~f/k/~~a ~~Horizon Bancorporation, Inc.~~) Exhibits

We have audited the accompanying balance sheets as of Manasota Group, Inc. (f/k/a Horizon Bancorporation, Inc.) as of December 31, 2012 and 2011, and the related statements of operations, changes in shareholders’ equity(deficit), and cash flows for the years ended December 31, 2012 and 2011. Manasota Group, Inc. (f/k/a Horizon Bancorporation, Inc.)’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

Exhibit No.		Description
3.1		Fourth Amended and Restated Articles of Incorporation. (1)
3.2		Amended and Restated By-Laws. (2)
31.1		Certifications of Chief Executive Officer required by Rule 13(a)-14(a).
31.2		Certifications of Chief Financial Officer required by Rule 13(a)-14(a).
32.1		Certifications pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion._________________

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Manasota Group, Inc. (f/k/a Horizon Bancorporation, Inc.) as of December 31, 2012 and 2011, and the results of its operations and its cash flows for the years ended December 31, 2012 and 2011, in conformity with accounting principles generally accepted in the United States of America.

(1)	Incorporated herein by reference to Exhibit 3.1 to Current Report on Form 8-K, filed on June 15, 2013.
(2)	Incorporated herein by reference to Exhibit 2.2 to Registration Statement on Form SB-1 (File No. 333-71773), filed on February 9, 1999.

~~Warren Averett, LLC Tampa, Florida July 18, 2013~~-16-

~~F-3~~SIGNATURES

~~MANASOTA~~Pursuant ~~GROUP~~to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ~~INC~~the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~F/K/A~~MANASOTA ~~HORIZON BANCORPORATION~~GROUP, INC. Registrant

BY: ~~BRADENTON~~/S/ Charles S. Conoley Charles S. Conoley, ~~FLORIDA~~President and Chief Executive Officer (Principal Executive Officer) /S/ Kathleen M. Jepson Kathleen M. Jepson, Acting Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Date: ~~Balance~~October ~~Sheets~~7, 2016

	As of December 31,
	2012		2011
ASSETS
Cash	$	24,135	$	20,868
Property (net of accumulated depreciation of $323,636 and $295,747, respectively)		1,176,350		1,204,239
Other assets		7,223		6,668
Total Assets	$	1,207,708	$	1,231,775
LIABILITIES & SHAREHOLDERS' (DEFICIT)
Liabilities:
Accrued expenses	$	923	$	923
Note payable		1,485,193		1,513,700
Advances from related parties		40,000		71,000
Total Liabilities		1,526,116		1,585,623
Shareholders' /(Deficit):
Preferred stock, $.01 par value, 1,000,000 shares authorized; zero shares issued and outstanding		—		—
Common stock, $.01 par value, 25,000,000 shares authorized; 1,809,912 issued and 1,770,139 outstanding at December 31, 2012 and 2011.		18,099		18,099
Paid-in-capital		10,428,214		10,428,214
Retained (deficit)		(10,285,328)		(10,320,768)
		160,985		125,545
Less Treasury stock: 39,773 shares		(479,393)		(479,393)
Total Shareholders' (Deficit)		(318,408)		(353,848)
Total Liabilities and Shareholders' (Deficit)	$	1,207,708	$	1,231,775

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

The accompanying notes are an integral part of these financial statements

Signature	Title	Date

/S/ Charles S. Conoley	President, Chief Executive Officer and Director	October 7, 2016
Charles S. Conoley

/S/ Michael Shannon Glasgow	Director	October 7, 2016
Michael Shannon Glasgow

/S/ Barclay Kirkland, DDs	Director	October 7, 2016
Barclay Kirkland, D.D.S.

/S/ Bruce E. Shackelford	Director	October 7, 2016
Bruce E. Shackelford

/S/ Clarence R. Urban	Director	October 7, 2016
Clarence R. Urban

F-417-

MANASOTA GROUP, INC.

F/Kk/Aa horizon ~~HORIZON BANCORPORATION~~bancorporation, ~~INC~~inc.

BRADENTON, FLORIDA

~~Statements~~FINANCIAL ~~of Operations~~STATEMENTS

	Year Ended December 31,
	2012		2011
Operating Income
Rental income	$	174,720	$	228,106
Gain on sale of property		0		44,948
Other miscellaneous income		284		212
Total operating income		175,004		273,266
Operating Expenses
Interest expense on note		83,922		61,417
General administrative expenses		55,642		105,183
Settlement expense		0		651,352
Total operating expenses		139,564		817,952
INCOME/(LOSS) BEFORE INCOME TAX PROVISION		35,440		(544,686)
Income tax provision/(benefit)		0		0
NET INCOME/(LOSS)	$	35,440	$	(544,686)
NET INCOME/(LOSS) PER BASIC AND DILUTED SHARE	$	0.02	$	(.31)
Weighted average number of shares outstanding:
Basic and Diluted		1,770,139		1,770,139

FOR THE YEARS ENDED

~~The~~DECEMBER ~~accompanying~~31, ~~notes~~2014 ~~are~~AND ~~an integral part of these financial statements~~2013

F-5i

TABLE ~~MANASOTA~~OF ~~GROUP, INC.~~CONTENTS

F/K/A HORIZON BANCORPORATION, INC.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		F-1

FINANCIAL STATEMENTS

	Balance Sheets	F-2

	Statements of Operations	F-3

	Statements of Changes in Shareholders’ Equity/(Deficit)	F-4

	Statements of Cash Flows	F-5

	Notes to Financial Statements	F-6

~~BRADENTON, FLORIDA~~F-ii

REPORT ~~Statements~~OF ofINDEPENDENT ~~Changes~~REGISTERED inPUBLIC ~~Shareholders' Equity/(Deficit)~~ACCOUNTING FIRM

~~For~~To the ~~years~~Board ~~ended~~of ~~December~~Directors ~~31,~~and ~~2012~~Stockholders ~~and~~of ~~2011~~Manasota Group, Inc.

	Common Stock
					Paid in		Retained		Treasury
	Shares		Par Value		Capital		Earnings		Stock		Total
Balance December 31 , 2010		1,809,912	$	18,099	$	10,428,214	$	(9,776,082)	$	(479,393)	$	190,838
Net (loss)								(544,686)				(544,686)
Balance December 31 , 2011		1,809,912	$	18,099	$	10,428,214	$	(10,320,768)	$	(479,393)	$	(353,848)
Net income								35,440				35,440
Balance December 31, 2012		1,809,912	$	18,099	$	10,428,214	$	(10,285,328)	$	(479,393)	$	(318,408)

We have audited the accompanying balance sheets of Manasota Group, Inc.as of December 31, 2014 and 2013 and the related statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two year period ended December 31, 2014. Manasota Group, Inc.’s. management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The ~~accompanying~~Company is ~~notes~~not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an ~~integral~~opinion ~~part~~on the effectiveness of ~~these~~the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amount and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

~~F-6~~In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Manasota Group, Inc. as of December 31, 2014 and 2013, and the results of its operations and its cash flows for each of the years in the two year period ended December 31, 2014 in conformity with accounting principles generally accepted in the United States of America.

The ~~MANASOTA~~accompanying ~~GROUP~~financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, ~~INC~~the Company sold its significant operating asset and has subsequently has had no operating activity and has a net capital deficiency which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

F/Ks/A ~~HORIZON~~Goldstein ~~BANCORPORATION,~~Schechter ~~INC~~Koch P.A.

~~BRADENTON~~Fort Lauderdale, ~~FLORIDA~~Florida

October ~~Statements~~7, ~~of Cash Flows~~2016

	2012		2011
Net income/(loss)	$	35,440	$	(544,686)
Adjustments to reconcile net income/(loss) to net cash provided/(used) by operating activities:
(Gain) on sale of property		0		(44,948)
Amortization of loan cost		4,445		2,223
Depreciation		27,889		27,889
Changes in operating assets & liabilities:
Other assets		(5,000)		(5,891)
Accrued expenses		0		923
Net cash provided/(used) by operating activities		62,774		(564,490)
Cash flows from investing activities:
Proceeds from sale of assets		0		60,000
Net cash provided by investing activities		0		60,000
Cash flows from financing activities:
Payment on related party advances		(31,000)		(20,000)
Payment on note payable		(28,507)		(11,300)
Borrowings on note payable		0		543,218
Net cash provided/(used) by financing activities		(59,507)		511,918
Net change in cash		3,267		7,428
Cash beginning of year		20,868		13,440
Cash end of year	$	24,135	$	20,868
Supplemental disclosure of cash flow information:
Interest paid	$	83,922	$	61,417

F-1

~~The~~MANASOTA ~~accompanying~~GROUP, ~~notes are an integral part of these financial statements~~INC.

F-7/K/A HORIZON BANCORPORATION, INC.

~~Manasota Group~~BRADENTON, ~~Inc.~~FLORIDA

~~f/k/a~~Balance ~~Horizon Bancorporation, Inc.~~Sheets

Notes to Financial Statements

	As of December 31,
	2014			2013
ASSETS

Cash	$	4,214		$	758
Property		1,120,573			1,148,462
Other assets		50			10,002
Deferred tax asset, net		366,030			377,383
Total Assets	$	1,490,867		$	1,536,605
LIABILITIES & SHAREHOLDERS’ (DEFICIT)
Liabilities:

Accrued expenses	$	19,509		$	41,584
Note payable		1,449,609			1,470,101
Line of Credit		3,000			23,560
Advances from related parties		50,000			50,000
Total Liabilities		1,522,118			1,585,245
Shareholders’ /(Deficit):
Preferred stock, $.01 par value, 1,000,000 shares authorized; zero shares issued and outstanding		—			—
Common stock, $.01 par value, 25,000,000 shares authorized; 1,809,912 issued outstanding at December 31, 2014 and 2013		18,099			18,099
Paid-in-capital		10,428,214			10,428,214
Retained (deficit)		(9,998,171	)		(10,015,560	)
		448,142			430,753
Less Treasury stock: 39,773 shares		(479,393	)		(479,393	)
Total Shareholders’ (Deficit)		(31,251	)		(48,640	)
Total Liabilities and Shareholders’ (Deficit)	$	1,490,867		$	1,536,605

~~December~~The ~~31,~~accompanying ~~2012~~notes ~~and~~are ~~2011~~an integral part of these financial statements

~~Note 1~~ F- ~~Organization and Summary of Significant Accounting Policies~~2

MANASOTA GROUP, ~~Inc~~INC. f/k/a HORIZON BANCORPOTION, Inc, Bradenton, Florida (the "Company") was a one-bank holding company with respect to Horizon Bank, Bradenton, Florida (the "Bank"). The Company commenced banking operations on October 25, 1999 when the Bank opened for business. On September 10, 2010, the Company ceased to be a bank holding company when the Florida Office of Financial Regulation (the “OFR”) closed the Bank and the Federal Deposit Insurance Corporation (the “FDIC”) was appointed as receiver. The FDIC sold the Bank to the Bank of the Ozarks. The Bank was primarily engaged in the business of obtaining deposits and providing commercial, consumer, and real estate loans to the general public. Bank deposits were each insured up to $250,000 by the FDIC subject to certain limitations. As of the date of this Report, the Company’s sole asset is the building located at 900 53rd Ave E, Bradenton, FL. The building is being leased to Bank of the Ozarks under a 3-year lease expiring on September 10, 2013.

The Company is authorized to issue up to 25.0 million shares of its $.01 par value per share common stock. Each share is entitled to one vote and shareholders have no preemptive or conversion rights. As of December 31, 2012 and 2011 there were 1,809,912 shares issued and 1,770,139 shares of the Company's common stock outstanding. As of December 31, 2012 and 2011 the Company held 39,773 shares of treasury stock. Additionally, the Company is authorized to issue up to 1.0 million shares of its $.01 par value per share preferred stock, which may be designated by the Company's Board, without further action by the shareholders, for any proper corporate purpose with preferences, voting powers, conversion rights, qualifications, special or relative rights and privileges which could adversely affect the voting power or other rights of shareholders of common stock. Effective October 22, 2009, the Company’s Board did designate, by amending the Articles of Incorporation, the Series F/K/A ~~Preferred~~HORIZON ~~Stock~~BANCORPORATION, ~~consisting of 5,000 shares with a liquidation preference of $1,000 per share~~INC. On June 11, 2011, the Articles of Incorporation were further amended eliminating the Series A Preferred Stock. As of December 31, 2012 and 2011, there were no shares of the Company's preferred stock issued or outstanding.

~~Uses of Estimates. The accounting and reporting policies of the Company conform to U.S. generally accepted accounting principles. In preparing the financial statements~~BRADENTON, ~~management~~FLORIDA Statements ~~is required to make estimates and assumptions that affect the reported amounts~~ of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.Operations

Concentration of Credit Risk. Cash is maintained at a major financial institution and, at times, balances may exceed federally insured limits. The Company has never experienced any losses related to these balances. All of the Company’s non-interest bearing cash balances were fully insured at December 31, 2012 and 2011 due to a temporary federal program in effect from December 31, 2011 through December 31, 2012. Under the program, there is no limit to the amount of insurance for eligible accounts. Beginning 2013, insurance coverage will revert to $250,000 per depositor at each financial institution, and the Company’s non-interest bearing cash balances may again exceed federally insured limits. The Company did not have any interest-bearing accounts at December 31, 2012 and 2011, respectively.

	Year Ended December 31,
	2014		2013
Operating Income
Rental income	$	148,624	$	131,279
Other miscellaneous income		236		203
Total operating income		148,860		131,482
Operating Expenses
Interest expense on note		76,886		83,344
General administrative expenses		43,232		155,753
Total operating expenses		120,118		239,097
INCOME/(LOSS) BEFORE INCOME TAX PROVISION		28,742		(107,615	)
Income tax provision/(benefit)		11,353		(377,383	)

NET INCOME	$	17,389	$	269,768
NET INCOME PER BASIC AND DILUTED SHARE	$	0.01	$	0.15
Weighted average number of shares outstanding:
Basic and Diluted		1,770,139		1,770,139

~~F-8~~The accompanying notes are an integral part of these financial statements

~~Manasota Group, Inc.~~F-3

~~f/k/a~~MANASOTA ~~Horizon Bancorporation~~GROUP, ~~Inc~~INC.

~~Notes~~F/K/A toHORIZON ~~Financial~~BANCORPORATION, ~~Statements~~INC.

BRADENTON, FLORIDA Statements of Changes in Shareholders’ Equity/(Deficit) For the years ended December 31, ~~2012~~2014 and ~~2011~~2013

Property.The Company’s property consists of a building and land and are stated at cost. Generally, the straight-line method is used in computing depreciation over the estimated useful lives of 10 to 40 years. Expenditures which significantly increase values or extend useful lives are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. Upon sale or retirement of property the cost and related accumulated depreciation are eliminated from the respective accounts and the resulting gain or loss is included in the current earnings.

	Common Stock
					Paid in		Retained			Treasury
	Shares		Par Value		Capital		Earnings/(Deficit)			Stock			Total
Balance December 31 , 2012		1,809,912	$	18,099	$	10,428,214	$	(10,285,328	)	$	(479,393	)	$	(318,408	)

Net income								269,768						269,768
Balance December 31 , 2013		1,809,912	$	18,099	$	10,428,214	$	(10,015,560	)	$	(479,393	)	$	(48,640	)

Net income								17,389						17,389
Balance December 31, 2014		1,809,912	$	18,099	$	10,428,214	$	(9,998,171	)	$	(479,393	)	$	(31,251	)

The ~~Company~~accompanying ~~follows~~notes ~~the~~are ~~provisions~~an ofintegral ~~FASB ASC Topic 360, Property, Plant and Equipment, which establishes accounting standards for the impairment~~ part of long-lived assets such as property and equipment. The Company reviews long-lived assets to be held-and-used for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If the sum of the undiscounted expected future cash flows over the remaining useful life of a long-lived asset group is less than its carrying amount, the asset is considered to be impaired. An impairment loss is recognized when management’s estimate of fair value, through outside consultation or internal assessment of value is less than its carrying amount. There were no impairment charges for the years ended December 31, 2012 and 2011 related to these ~~long-lived~~financial ~~assets.~~ statements

Income Taxes. Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is provided when it is more likely than not that some portion or the entire deferred tax asset will not be realized. A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50 percent of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company is no longer subject to examination by U.S. taxing authorities for years prior to 2008. The company has filed its federal income tax returns through the year 2010.F-4

~~Sales~~MANASOTA ~~Taxes.~~GROUP, ~~Amounts collected on behalf of governmental authorities for sales taxes and other similar taxes are reported on a net basis~~INC.

~~Revenue~~F/K/A ~~Recognition.~~HORIZON ~~The~~BANCORPORATION, ~~Company recognizes its rental revenues based on the terms on its signed lease with tenant on a straight-line basis~~INC.

~~F-9~~BRADENTON, FLORIDA Statements of Cash Flows

Manasota Group, Inc.

	2014			2013
Net income/(loss)	$	17,389		$	269,768
Adjustments to reconcile net income/(loss) to net cash provided/(used) by operating activities:
Amortization of loan cost		0			2,223
Depreciation		27,889			27,889
Change in deferred tax asset		11,353			(377,383	)
Changes in operating assets & liabilities:
Other assets		10,630			(5,003	)
Accrued expenses		(15,529	)		40,661
Net cash provided/(used) by operating activities		51,732			(41,845	)

Cash flows from financing activities:
Repayment on advance from related party		(7,224	)		0
Proceeds from advance from related party					10,000
Payment on note payable		(20,492	)		(15,092	)
Repayment on Line of Credit		(20,560	)		0
Proceeds from Line of Credit					23,560
Net cash provided/(used) by financing activities		(48,276	)		18,468

Net (decrease)/increase in cash		3,456			(23,377	)
Cash beginning of year		758			24,135
Cash end of year	$	4,214		$	758

Supplemental disclosure of cash flow information:
Interest paid	$	76,886		$	83,344

~~f/k/a~~The ~~Horizon~~accompanying ~~Bancorporation,~~notes ~~Inc.~~are an integral part of these financial statements

~~Notes to Financial Statements~~F-5

Manasota Group, Inc. f/k/a Horizon Bancorporation, Inc. Notes to Financial Statements December 31, ~~2012~~2014 and ~~2011~~2013

~~Earnings~~Note ~~Per~~1 ~~Share. Basic earnings per share are determined by dividing net income by the weighted~~-~~average~~ ~~number~~Organization ofand ~~common~~Summary ~~shares outstanding. Diluted income per share is determined by dividing net income by the weighted average number~~ of ~~common~~Significant Accounting shares outstanding increased by the number of common shares that would be issued assuming exercise of stock options. This also assumes that only options with an exercise price below the existing market price will be exercised. In computing net income per share, the Company uses the treasury stock method.Policies

~~Note~~MANASOTA 2GROUP, –Inc. ~~Recently~~f/k/a ~~Issued~~HORIZON ~~Accounting~~BANCORPOTION, Inc, ~~Pronouncements~~Bradenton, Florida (the “Company”) was a one-bank holding company with respect to Horizon Bank, Bradenton, Florida (the “Bank”). The Company commenced banking operations on October 25, 1999 when the Bank opened for business. On September 10, 2010, the Company ceased to be a bank holding company when the Florida Office of Financial Regulation (the “OFR”) closed the Bank and the Federal Deposit Insurance Corporation (the “FDIC”) was appointed as receiver. The FDIC sold the Bank to the Bank of the Ozarks. The Bank was primarily engaged in the business of obtaining deposits and providing commercial, consumer, and real estate loans to the general public. Bank deposits were each insured up to $250,000 by the FDIC subject to certain limitations. As of the date of this Report, the Company’s sole asset is the building located at 900 53rd Ave E, Bradenton, FL. The building was leased to Bank of the Ozarks under a 3-year lease which expired on September 10, 2013. Subsequently the building was leased to 1st Manatee Bank in December of 2013 under a three year lease with an option to purchase.

The Company is authorized to issue up to 25.0 million shares of its $.01 par value per share common stock. Each share is entitled to one vote and shareholders have no preemptive or conversion rights. As of December 31, 2014 and 2013 there were 1,809,912 shares Company’s ~~management~~common stock ~~does~~issued ~~not~~outstanding. As ~~believe~~of ~~that~~December ~~any~~31, ~~recent~~2014 ~~codified~~and ~~pronouncements~~2013 bythe Company held 39,773 shares of treasury stock. Additionally, the ~~Financial~~Company ~~Accounting~~is ~~Standards~~authorized ~~Board~~to ~~(“FASB”)~~issue ~~will~~up ~~have~~to a1.0 ~~material~~million ~~impact~~shares onof its $.01 par value per share preferred stock, which may be designated by the Company’s ~~financial~~Board, ~~statements~~without further action by the shareholders, for any proper corporate purpose with preferences, voting powers, conversion rights, qualifications, special or relative rights and privileges which could adversely affect the voting power or other rights of shareholders of common stock. As of December 31, 2014 and 2013, there was no designated preferred stock and no shares issued or outstanding.

~~Note~~Use 3of -Estimates. The ~~Property~~accounting and reporting policies of the Company conform to U.S. generally accepted accounting principles. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

	December 31
	2012		2011
Land	$	395,035	$	395,035
Building & building improvements		1,104,951		1,104,951
Property, gross		1,499,986		1,499,986
Deduct:
Accumulated depreciation		(323,636)		(295,747)
Property, net	$	1,176,350	$	1,204,239

Concentration of Credit Risk. Cash is maintained at a major financial institution and, at times, balances may exceed federally insured limits. The Company has never experienced any losses related to these balances. The Company has not experienced any losses in such accounts and believes that it is not exposed to any significant credit risk on the accounts. As of December 31, 2014, all non-interest bearing checking accounts were FDIC insured to a limit of $250,000. The Company did not have any interest-bearing accounts at December 31, 2014 and 2013, respectively.

~~The building serves as collateral on the note disclosed in note 4.~~F-6

~~Depreciation~~Manasota ~~expense~~Group, ~~for~~Inc. f/k/a ~~each~~Horizon ofBancorporation, ~~the~~Inc. Notes ~~years~~to ~~ended~~Financial Statements December 31, ~~2012~~2014 and ~~2011 amounted to $27,889.~~2013

~~Note~~Property. 4The –Company’s property ~~Long~~consists ~~Term~~of ~~Debt~~land, a building and building improvements and is stated at cost. The straight-line method is used in computing depreciation over the estimated useful lives of the building and improvements of 10 to 40 years. Expenditures which significantly increase values or extend useful lives are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. Upon sale or retirement of property the cost and related accumulated depreciation are eliminated from the respective accounts and the resulting gain or loss is included in the current earnings.

The Company’s ~~long~~follows ~~term~~the ~~debt~~provisions ~~consists~~ of aFASB ASC ~~note~~Topic ~~with~~360, aProperty, ~~financial~~Plant ~~institution. The~~and ~~note~~Equipment, ~~was~~which ~~amended~~establishes inaccounting ~~July~~standards ~~2011.~~for ~~The~~the ~~note~~impairment ~~bears~~of ~~interest~~long-lived atassets ~~5.50%,~~such as property and ~~requires~~equipment. ~~monthly~~The ~~payments~~Company ofreviews ~~principal~~long-lived assets to be held-and-used ~~interest~~for ofimpairment ~~$9,369~~whenever ~~through~~events ~~July~~or ~~2013~~changes in ~~and~~circumstances indicate that the ~~remaining~~carrying ~~balance~~amount ~~and~~of ~~accrued~~the ~~interest~~assets ~~due~~may ~~August~~not ~~2013~~be recoverable. ~~The~~ ~~debt~~If isthe ~~secured~~sum byof the ~~building~~undiscounted ~~and~~expected future ancash ~~assignment~~flows over the remaining useful life of ~~leases~~a ~~arising~~long-lived ~~from~~asset ~~the~~group ~~operation~~is ofless than its carrying amount, the ~~building~~asset is considered to be impaired. At ~~December~~An ~~31,~~impairment ~~2012~~loss ~~and~~is ~~2011~~recognized when management’s estimate of fair value, ~~the~~through ~~outstanding~~outside ~~balance~~consultation onor internal ~~the~~assessment ~~note~~of ~~was~~value ~~$1,485,193~~is ~~and~~less ~~$1,513,700,~~than ~~respectively~~its carrying amount. ~~Principal~~ ~~payments~~There ofwere ~~$1,485,193~~no ~~are~~impairment ~~due~~charges ~~during~~for the ~~year~~years ended December 31, 2014 and 2013 related to these long-lived assets.

~~Note~~Line 5of -Credit. ~~Related~~The ~~Party~~Company ~~Transactions~~secured private financing of a $25,000 line of credit, to cover legal and administrative costs. The rate of interest associated with this line of credit is Prime Rate, as such rate is published from time to time. The line of credit matured on May 8, 2014.

~~The~~Income ~~Company’s~~Taxes. ~~former~~Income ~~directors~~taxes are accounted for using an asset and aliability ~~partnership~~approach ~~related~~that torequires ~~certain~~the ~~former~~recognition ~~directors~~of ~~advanced~~deferred ~~funds~~tax assets and liabilities for the expected future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is provided when it is more likely than not that some portion or the ~~Company~~entire deferred intax ~~2010~~asset will not be realized. ~~These~~ ~~Advances~~A ~~were~~tax ~~unsecured,~~position ~~are~~is ~~due~~recognized onas ~~demand~~a ~~and~~benefit doonly if it is “more likely than not” that ~~bear~~the ~~interest~~tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The ~~balance~~amount recognized is the largest amount of tax benefit that is greater than 50 percent of being realized on examination. For tax positions not meeting the ~~Advances~~“more atlikely ~~December~~than 31not” test, ~~2012~~no ~~and~~tax ~~2011~~benefit ~~were~~is ~~$40,000~~recorded. ~~and~~The ~~$71,000,~~Company ~~respectively~~is no longer subject to examination by U.S. taxing authorities for years prior to 2010.

~~F-10~~Sales Taxes. Amounts collected on behalf of governmental authorities for sales taxes and other similar taxes are reported on a net basis.

Revenue ~~Manasota~~Recognition. ~~Group,~~The ~~Inc~~Company recognizes its rental revenues based on the terms on its signed lease with tenant on a straight-line basis.

~~f/k/a Horizon Bancorporation, Inc.~~F-7

Manasota Group, Inc. f/k/a Horizon Bancorporation, Inc. Notes to Financial Statements December 31, 2014 and 2013

Earnings ~~December~~Per 31Share. Basic earnings per share are determined by dividing net income by the weighted-average number of common shares outstanding. Diluted income per share is determined by dividing net income by the weighted average number of common shares outstanding increased by the number of common shares that would be issued assuming exercise of stock options. This also assumes that only options with an exercise price below the existing market price will be exercised. In computing net income per share, ~~2012~~the ~~and~~Company uses ~~2011~~the treasury stock method.

~~Note~~Subsequent 6Events. –Management ~~Leasing~~has ~~Activities~~evaluated subsequent events through October 7, 2016, the date the financial statements were issued.

Note ~~The~~2 ~~Company~~– ~~leases~~Recently ~~its~~Issued ~~building to one tenant under an operating lease that expires in September 2013. The future minimum rental under this lease is $116,480 for the year ending December 31, 2013.~~Accounting Pronouncements

~~Note~~The 7Company’s –management ~~Provision~~does ~~for~~not ~~Federal~~believe that &any ~~State~~recent ~~Income~~codified ~~Taxes~~pronouncements by the Financial Accounting Standards Board (“FASB”) will have a material impact on the Company’s financial statements.

~~The~~Note ~~company's~~3 ~~provision~~– ~~(benefit)~~Going ~~for income taxes was as follows:~~ Concern

	2012		2011
Current
Federal		-		-
State		-		-
		-		-
Deferred
Federal		-		-
State		-		-
Total		-		-

The accompanying financial statements and notes have been prepared assuming that the Company will continue as a going concern.

The ~~income~~Company ~~tax~~sold ~~provision~~its ~~differs~~significant ~~from~~operating asset and has had no operating activity subsequent to September 29, 2015. There are no assurances that the ~~amount~~Company will be able, in the next twelve months, to either (1) consummate a business combination transaction with a privately-owned business seeking to become a public company and, if successful in such consummation, achieve a level of ~~tax~~revenues ~~determined~~adequate byto ~~applying~~generate sufficient cash flow from operations; or (2) otherwise obtain additional financing through either private placements, public offerings and/or bank financing necessary to support the ~~Federal~~Company’s ~~statutory~~current ~~rate~~working ascapital ~~follows:~~ requirements and to retire existing liabilities and obligations, if any, on a timely basis. To the extent that funds generated from any private placements, public offerings and/or bank financing are insufficient to support the Company, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company.

	2012		2011
Income tax provision at statutory rate:		12,050		(185,193)
Increase (decrease) in income tax due to:
State income taxes net		1,286		(19,772)
Change in Valuation Allowance		(13,336)		204,965
		(0)		-
Long-term deferred tax assets (liabilities):
Fixed assets		(11,309)		(11,494)
Net Operating Loss		255,305		268,826
		243,996		257,332
Noncurrent liabilities		243,996		257,332
Valuation Allowance		(243,996)		(257,332)
		-		-

If, during the next twelve months, a business combination is not consummated and no additional operating capital is received, the Company will be forced to rely on existing cash on hand and upon additional funds loaned by management and/or significant stockholders to preserve the integrity of the corporate entity. In the event, the Company is unable to acquire advances from management and/or significant stockholders, who have no legal obligation to provide any further funding, the Company may not continue its operations.

F-118

Manasota Group, Inc. f/k/a Horizon Bancorporation, Inc. Notes to Financial Statements December 31, 2014 and 2013

~~f/k/a~~Note ~~Horizon~~4 ~~Bancorporation,~~- ~~Inc.~~Property

Notes to Financial Statements

	December 31
	2014		2013
Land	$	395,035	$	395,035
Building & building improvements		1,104,951		1,104,951

Property, gross		1,499,986		1,499,986
Deduct:
Accumulated depreciation		(379,413		(351,524	)

Property, net	$	1,120,573	$	1,148,462

~~December~~The ~~31,~~building ~~2012~~serves ~~and~~as ~~2011~~collateral on the note disclosed in note 5.

InDepreciation ~~assessing~~expense ~~the~~for ~~realizability~~each of ~~deferred tax assets, management considers whether it is more likely than not that some portion or all of~~ the ~~deferred~~years ended tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. As of December 31, ~~2012,~~2014 ~~based upon the levels of historical taxable income~~ and ~~projections~~2013 ofamounted ~~future taxable income over which the deferred tax assets are deductible, the Company believes that it is more likely than not that it will not be able~~ to ~~realize the benefits of some of these deductible differences. Accordingly, a valuation allowance of~~ $~~243~~27,~~996 has been provided in the accompanying financial statements as of December 31, 2012~~889.

AtNote ~~December~~5 ~~31,~~– ~~2012,~~Long ~~the~~Term Company has federal and state tax net operating loss carryforwards of approximately $459,000 and $2,733,000, respectively. The federal tax loss carryforward will expire beginning in 2031, unless previously utilized. The state tax loss carryforward will expire beginning in 2029, unless previously utilized.Debt

~~Note~~The 8Company’s –long ~~FDIC~~term ~~Settlement~~debt consists of a mortgage note with a financial institution. The note was amended in July 2012. The note bears interest at 5.50%, and required monthly payments of principal and interest of $9,369 through July 2013 and the remaining balance and accrued interest due August 2013. In August of 2013 the Company entered into negotiations to renew the note during which the Company paid interest only on the note. The debt is secured by the building and an assignment of leases arising from the operation of the building. At December 31, 2014 and 2013, the outstanding balance on the note was $1,449,609 and $1,470,101 respectively.

As ~~described~~further disclosed in Note 19, the Company ceased to be a bank holding company when the FDIC was appointed as receiver for Horizon Bank. The FDIC asserted that, based upon the books and records of Horizon Bank maintained at that time, equitable title and beneficial ownership of the building and its property lawfully resided with Horizon Bank, and therefore, with the receiver. In order to retain possession of the building and its property, in ~~July 2011~~September 2015, the Company ~~entered~~sold ~~into a settlement agreement with~~ the ~~FDIC for $1,800,000 which represented the fair value of the~~ building ~~at the time. This settlement amount was then offset against the mortgage the Company had for the building, back rent owed from the bank that is using the building,~~ and ~~income tax refunds. The net amount~~ paid tooff the ~~FDIC~~remaining ~~was~~mortgage ~~approximately $511,000~~balance.

FNote 6 -12 Related Party Transactions

The Company’s former directors and a partnership related to certain former directors advanced funds to the Company in 2010. These advances were unsecured, are due on demand and do not bear interest. Mr. Conoley advanced the Company $10,000 in the fourth quarter of 2013. This advance has an interest rate of 3.25% (Published prime rate at that time). The total balance of the advances from related parties at December 31, 2014 and 2013 was $50,000.

Note 7 – Leasing Activities

The Company leased its building to one tenant under an operating lease that expired in September 2013. Subsequent to the expiration of that lease the Company entered into a new three year lease with a different tenant with lease payments of $12,320 per month to be paid beginning in January, 2014 with the December, 2013 payment being made in January.

F-9

Manasota Group, Inc.
f/k/a Horizon Bancorporation, Inc.
Notes to Financial Statements
December 31, 2014 and 2013

Note 8 – Provision for Federal & State Income Taxes

The company’s provision (benefit) for income taxes was as follows:

	2014			2013
Current
Federal		9,772			(36,548	)
State		1,581			(5,912	)
		11,353			(42,460	)
Deferred
Federal		0			(288,288	)
State		0			(46,635	)
		0			(334,923	)

Total		(11,353	)		(377,383	)

The income tax provision differs from the amount of tax determined by applying the Federal statutory rate as follows:

	2014			2013
Income tax provision/(benefit) at statutory rate:		9,921			(36,548	)
Increase (decrease) in income tax due to:
State income taxes net		1,605			(5,912	)
Other adjustments		(173	)		(174	)
Change in Valuation Allowance		0			(334,749	)
		11,353			(377,383	)

Net deferred tax assets and liabilities were comprised of the following:

	2014			2013


Long-term deferred tax assets (liabilities)
Fixed assets		(11,148	)		(11,321	)
Net Operating Loss		4,522,350			4,533,876
Total deferred tax asset		4,511,202			4,522,555

Valuation Allowance		(4,145,172	)		(4,145,172	)
		366,030			377,383

F-10

Manasota Group, Inc.
f/k/a Horizon Bancorporation, Inc.
Notes to Financial Statements
December 31, 2014 and 2013

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. As of December 31, 2014, based upon the levels of historical taxable income and projections of future taxable income over which the deferred tax assets are deductible, the Company believes that it is more likely than not that it will not be able to realize the benefits of some of these deductible differences. Accordingly, a valuation allowance of approximately $4,145,000 has been provided in the accompanying financial statements as of December 31, 2014. The 2014 net change in valuation allowance related to deferred tax assets was a decrease of $11,353 primarily relating to net operating loss carryforwards used in future periods.

At December 31, 2014, the Company has federal and state tax net operating loss carryforwards of approximately $11,449,000 and $10,831,000, respectively. The federal tax loss carryforward will expire through 2031, unless previously utilized. The state tax loss carryforward will expire through 2029, unless previously utilized.

Note 9 – Subsequent Events

On September 29, 2015, the Company completed the sale of the building and land to the lessee for a total sale price of $2,100,000. The Company recognized a gain on the sale of approximately $1.0 million. At the time of the sale, the Company paid off the principal balance of the mortgage note secured by the property and accrued interest totaling approximately $1,432,000.

In October 2015, the Board of Directors declared a dividend of $0.27 per share totaling approximately $480,000. The dividend was paid in November 2015.

Effective March 21, 2016, the Company issued an aggregate of 2,000,000 shares of the Company’s Common Stock, $.01 par value, to four existing shareholders for the purchase price of $.01 per share. The total consideration received by the Company was $20,000 in cash.

F-11

Filing Compare · Manasota Group, Inc.