10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 10-Q

(Mark One) x  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2010

OR

o  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission file number 0-23325

Guaranty Federal Bancshares, Inc.

(Exact name of registrant as specified in its charter)

Delaware	43-1792717
(State or other jurisdiction of	(IRS Employer Identification No.)
incorporation or organization)
1341 West Battlefield
Springfield, Missouri	65807
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (417) 520-4333

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

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 o   No o

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 definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):  Large accelerated filer o   Accelerated filer o   Non-accelerated filer o   Smaller reporting company x

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding as of August 4, 2010
Common Stock, Par Value $0.10 per share	2,646,787 Shares

GUARANTY FEDERAL BANCSHARES, INC.

TABLE OF CONTENTS
		Page
PART I. FINANCIAL INFORMATION
Item 1.  Financial Statements
Condensed Consolidated Financial Statements (Unaudited):
	Condensed Consolidated Statements of Financial Condition	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of  Stockholders’ Equity	5
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations		18
Item 3.  Quantitative and Qualitative Disclosures about Market Risk		24
Item 4.  Controls and Procedures		25
PART II. OTHER INFORMATION
Item 1.  Legal Proceedings		26
Item 1A.  Risk factors		26
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds		26
Item 3.  Defaults Upon Senior Securities		26
Item 4.  (Removed and Reserved)		27
Item 5.  Other Information		27
Item 6.  Exhibits		27
Signatures

2

PART I  FINANCIAL INFORMATION

Item 1.  Financial Statements

GUARANTY FEDERAL BANCSHARES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

JUNE 30, 2010 (UNAUDITED) AND DECEMBER 31, 2009

ASSETS	6/30/10			12/31/09
Cash	$	5,650,863		$	4,527,813
Interest-bearing deposits in other financial institutions		23,679,378			28,488,884
Cash and cash equivalents		29,330,241			33,016,697
Interest-bearing deposits		18,177,819			16,560,802
Available-for-sale securities		120,784,190			102,659,251
Held-to-maturity securities		396,817			472,783
Stock in Federal Home Loan Bank, at cost		6,048,700			5,976,600
Mortgage loans held for sale		1,646,172			3,465,080
Loans receivable, net of allowance for loan losses of June 30, 2010 - $11,936,840 - December 31, 2009 - $14,076,123		496,394,319			525,038,053
Accrued interest receivable:
Loans		1,886,282			2,014,418
Investments and interest-bearing deposits		768,676			657,145
Prepaid expenses and other assets		6,503,581			6,731,409
Prepaid FDIC deposit insurance premiums		3,541,844			4,135,875
Foreclosed assets held for sale		17,612,067			6,759,648
Premises and equipment		11,582,358			11,817,516
Bank owned life insurance		10,267,651			10,069,540
Income taxes receivable		4,209,641			3,718,970
Deferred income taxes		3,266,196			4,686,065
	$	732,416,554		$	737,779,852
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits	$	505,933,398		$	513,051,102
Federal Home Loan Bank advances		116,050,000			116,050,000
Securities sold under agreements to repurchase		39,750,000			39,750,000
Subordinated debentures		15,465,000			15,465,000
Advances from borrowers for taxes and insurance		362,401			135,610
Accrued expenses and other liabilities		567,940			519,385
Accrued interest payable		1,074,875			1,398,122
		679,203,614			686,369,219
COMMITMENTS AND CONTINGENCIES		-			-
STOCKHOLDERS' EQUITY
Capital Stock:
Series A preferred stock, $0.01 par value; authorized 2,000,000 shares;issued and outstanding June 30, 2010 and December 31, 2009 - 17,000 shares		16,012,569			15,874,788
Common stock, $0.10 par value; authorized 10,000,000 shares;issued June 30, 2010 and December 31, 2009 - 6,779,800 shares;		677,980			677,980
Common stock warrants; June 30, 2010 and December 31, 2009 - 459,459 shares		1,377,811			1,377,811
Additional paid-in capital		58,512,023			58,523,646
Unearned ESOP shares		(546,930	)		(660,930	)
Retained earnings, substantially restricted		36,147,293			35,741,705
Accumulated other comprehensive income
Unrealized appreciation on available-for-sale securities and effect of interest rate swaps, net of income taxes		2,859,603			1,696,502
		115,040,349			113,231,502
Treasury stock, at cost; June 30, 2010 and December 31, 2009 -4,080,220 and 4,079,067 shares, respectively		(61,827,409	)		(61,820,869	)
		53,212,940			51,410,633
	$	732,416,554		$	737,779,852

See Notes to Condensed Consolidated Financial Statements

3

GUARANTY FEDERAL BANCSHARES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

THREE  MONTHS AND SIX MONTHS ENDED JUNE 30, 2010 AND 2009 (UNAUDITED)

	Three months ended						Six months ended
	6/30/2010			6/30/2009			6/30/2010			6/30/2009
Interest Income
Loans	$	7,188,864		$	7,412,658		$	14,383,117		$	14,857,367
Investment securities		920,866			978,779			1,857,809			1,808,175
Other		118,885			112,675			252,971			161,871
		8,228,615			8,504,112			16,493,897			16,827,413
Interest Expense
Deposits		2,474,014			3,943,129			5,308,128			7,978,435
Federal Home Loan Bank advances		787,430			785,395			1,566,306			1,567,645
Subordinated debentures		255,946			255,946			511,892			511,892
Other		288,698			219,904			575,567			454,393
		3,806,088			5,204,374			7,961,893			10,512,365
Net Interest Income		4,422,527			3,299,738			8,532,004			6,315,048
Provision for Loan Losses		950,000			3,300,000			1,900,000			4,280,000
Net Interest Income (Expense) After
Provision for Loan Losses		3,472,527			(262	)		6,632,004			2,035,048
Noninterest Income
Service charges		408,098			472,144			786,550			897,333
Other fees		7,190			15,107			13,668			26,452
Gain on sale of investment securities		13,613			315,439			173,888			315,439
Gain on sale of loans		359,222			444,373			657,539			799,783
Income (loss) on foreclosed assets		(55,546	)		98,037			(10,713	)		(52,675	)
Other income		328,022			177,363			631,709			345,103
		1,060,599			1,522,463			2,252,641			2,331,435
Noninterest Expense
Salaries and employee benefits		2,122,956			1,978,967			4,188,458			4,011,427
Occupancy		419,710			475,471			844,727			956,735
FDIC deposit insurance premiums		314,769			670,500			624,423			945,030
Data processing		107,123			103,856			214,422			214,458
Advertising		75,000			75,690			150,000			166,666
Other expense		719,173			730,838			1,372,639			1,485,571
		3,758,731			4,035,322			7,394,669			7,779,887
Income (Loss) Before Income Taxes		774,395			(2,513,121	)		1,489,976			(3,413,404	)
Provision (Credit) for Income Taxes		281,892			(881,039	)		521,607			(1,189,202	)
Net Income (Loss)		492,503			(1,632,082	)		968,369			(2,224,202	)
Preferred Stock Dividends and Discount Accretion		281,390			281,390			562,781			468,984
Net Income (Loss) Available to Common Shareholders	$	211,113		$	(1,913,472	)	$	405,588		$	(2,693,186	)
Basic Income (Loss) Per Common Share	$	0.08		$	(0.73	)	$	0.15		$	(1.03	)
Diluted Income (Loss) Per Common Share	$	0.08		$	(0.73	)	$	0.15		$	(1.03	)

See Notes to Condensed Consolidated Financial Statements

4

GUARANTY FEDERAL BANCSHARES, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

SIX MONTHS ENDED JUNE  30, 2010 (UNAUDITED)

	Preferred Stock		Common Stock		Common Stock Warrants		Additional Paid-In Capital			Unearned ESOP Shares			Treasury Stock			Retained Earnings			Accumulated Other Comprehensive Income		Total
Balance, January 1, 2010	$	15,874,788	$	677,980	$	1,377,811	$	58,523,646		$	(660,930	)	$	(61,820,869	)	$	35,741,705		$	1,696,502	$	51,410,633
Comprehensive income
Net income		-		-		-		-			-			-			968,369			-		968,369
Change in unrealized appreciation on available-for-sale securities and effect of interest rate swaps, net of income taxes		-		-		-		-			-			-			-			1,163,101		1,163,101
Total comprehensive income																						2,131,470
Preferred stock discount accretion		137,781		-		-		-			-			-			(137,781	)		-		-
Preferred stock dividends (5%)		-		-		-		-			-			-			(425,000	)		-		(425,000	)
Stock award plans		-		-		-		53,972			-			-			-			-		53,972
Treasury stock purchased		-		-		-		-			-			(6,540	)		-			-		(6,540	)
Release of ESOP shares		-		-		-		(65,595	)		114,000			-			-			-		48,405
Balance, June 30, 2010	$	16,012,569	$	677,980	$	1,377,811	$	58,512,023		$	(546,930	)	$	(61,827,409	)	$	36,147,293		$	2,859,603	$	53,212,940

See Notes to Condensed Consolidated Financial Statements

5

GUARANTY FEDERAL BANCSHARES, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

SIX MONTHS ENDED JUNE  30, 2009 (UNAUDITED)

	Preferred Stock		Common Stock		Common Stock Warrants		Additional Paid-In Capital			Unearned ESOP Shares			Treasury Stock			Retained Earnings			Accumulated Other Comprehensive Income			Total
Balance, January 1, 2009	$	-	$	677,980	$	-	$	58,535,159		$	(888,930	)	$	(61,813,354	)	$	39,114,189		$	1,687,858		$	37,312,902
Comprehensive loss
Net loss		-		-		-		-			-			-			(2,224,202	)		-			(2,224,202	)
Change in unrealized appreciation on available-for-sale securities and effect of interest rate swaps, net of income taxes		-		-		-		-			-			-			-			(409,266	)		(409,266	)
Total comprehensive loss																							(2,633,468	)
Preferred stock issued		15,622,189		-		-		-			-			-						-			15,622,189
Common stock warrants issued		-		-		1,377,811		-			-			-			-			-			1,377,811
Preferred stock discount accretion		114,818		-		-		-			-			-			(114,818	)		-			-
Preferred stock dividends accrued (5%)		-		-		-		-			-			-			(354,166	)		-			(354,166	)
Stock award plans		-		-		-		47,448			-			-			-			-			47,448
Treasury stock purchased		-		-		-		-			-			(7,515	)		-			-			(7,515	)
Release of ESOP shares		-		-		-		(49,686	)		114,000			-			-			-			64,314
Balance, June 30, 2009	$	15,737,007	$	677,980	$	1,377,811	$	58,532,921		$	(774,930	)	$	(61,820,869	)	$	36,421,003		$	1,278,592		$	51,429,515

See Notes to Condensed Consolidated Financial Statements

6

GUARANTY FEDERAL  BANCSHARES, INC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

SIX MONTHS ENDED JUNE 30, 2010 AND 2009 (UNAUDITED)

	6/30/2010			6/30/2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	968,369		$	(2,224,202	)
Items not requiring (providing) cash:
Deferred income taxes		736,778			1,518,133
Depreciation		418,398			519,993
Provision for loan losses		1,900,000			4,280,000
Gain on loans and investment securities		(831,427	)		(1,115,222	)
Gain on sale of foreclosed assets		(42,745	)		(88,296	)
Accretion of gain on termination of interest rate swaps		(508,746	)		(508,746	)
Amortization of deferred income, premiums and discounts		229,981			126,982
Stock award plan expense		53,972			47,448
Origination of loans held for sale		(27,367,126	)		(48,609,832	)
Proceeds from sale of loans held for sale		29,843,573			47,750,498
Release of ESOP shares		48,405			64,314
Increase in cash surrender value of bank owned life insurance		(198,111	)		-
Changes in:
Accrued interest receivable		16,605			49,654
Prepaid expenses and other assets		821,859			139,929
Accounts payable and accrued expenses		(274,692	)		649,449
Income taxes receivable		(490,671	)		(3,445,835	)
Net cash provided by (used in) operating activities		5,324,422			(845,733	)
CASH FLOWS FROM INVESTING ACTIVITIES
Net change in loans		13,286,301			22,975,678
Principal payments on held-to-maturity securities		75,966			31,310
Principal payments on available-for-sale securities		6,986,387			5,945,457
Proceeds from maturities of available-for-sale securities		15,956,500			-
Purchase of premises and equipment		(183,240	)		(1,349,503	)
Purchase of available-for-sale securities		(47,687,802	)		(61,589,748	)
Proceeds from sale of available-for-sale securities		8,909,648			12,683,212
Purchase of interest-bearing deposits		(12,501,000	)		(21,404,000	)
Proceeds from maturities of interest-bearing deposits		10,883,983			-
Purchase of Federal Home Loan Bank stock		(72,100	)		-
Purchase of tax credit investments		-			(2,751,905	)
Capitalized costs on foreclosed assets held for sale		(28,664	)		-
Insurance proceeds on foreclosed assets held for sale		575,879			-
Proceeds from sale of foreclosed assets held for sale		2,109,717			2,322,122
Net cash used in investing activities		(1,688,425	)		(43,137,377	)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in demand deposits, NOW and savings accounts		811,250			124,707,128
Net decrease in certificates of deposit		(7,928,954	)		(46,360,695	)
Repayments of FHLB advances		-			(21,000,000	)
Repayments of notes payable		-			(1,435,190	)
Advances from borrowers for taxes and insurance		226,791			249,781
Proceeds from preferred stock and warrants		-			17,000,000
Cash dividends paid on preferred stock		(425,000	)		(247,917	)
Treasury stock purchased		(6,540	)		(7,515	)
Net cash provided by (used in) financing activities		(7,322,453	)		72,905,592
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(3,686,456	)		28,922,482
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		33,016,697			15,097,015
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	29,330,241		$	44,019,497

See Notes to Condensed Consolidated Financial Statements

7

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1:  Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included.

These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Guaranty Federal Bancshares, Inc.’s (the “Company”) Form 10-K annual report for 2009 filed with the Securities and Exchange Commission (the “SEC”).  The results of operations for the periods are not necessarily indicative of the results to be expected for the full year.  The condensed consolidated statement of financial condition of the Company as of December 31, 2009, has been derived from the audited consolidated statement of financial condition of the Company as of that date.  Certain information and note disclosures normally included in the Company’s annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted.

Note 2:  Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Guaranty Bank (the “Bank”).  All significant intercompany transactions and balances have been eliminated in consolidation.

Note 3:  Securities

The amortized cost and approximate fair values of securities classified as available-for-sale are as follows:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses)			Approximate Fair Value
As of June 30, 2010
Equity Securities	$	102,212	$	11,679	$	(36,471	)	$	77,420
Debt Securities:
U. S. government agencies		42,979,101		394,291		-			43,373,392
Government sponsored mortgage-backed securities		73,163,824		4,169,554		-			77,333,378
	$	116,245,137	$	4,575,524	$	(36,471	)	$	120,784,190

8

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses)			Approximate Fair Value
As of December 31, 2009
Equity Securities	$	102,212	$	4,055	$	(41,219	)	$	65,048
Debt Securities:
U. S. government agencies		30,528,386		98,160		(86,326	)		30,540,220
Government sponsored mortgage-backed securities		69,844,555		2,209,428		-			72,053,983
	$	100,475,153	$	2,311,643	$	(127,545	)	$	102,659,251

Maturities of available-for-sale debt securities as of June 30, 2010:

	Amortized Cost		Approximate Fair Value
After one through five years	$	39,329,101	$	39,651,663
After five through ten years		3,650,000		3,721,729
Government sponsored mortgage-backed securities not due on a single maturity date		73,163,824		77,333,378
	$	116,142,925	$	120,706,770

The amortized cost and approximate fair values of securities classified as held to maturity are as follows:

`	Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses)			Approximate Fair Value
As of June 30, 2010
Debt Securities:
U. S. government agencies	$	108,568	$	-	$	(181	)	$	108,387
Government sponsored mortgage-backed securities		288,249		23,516		-			311,765
	$	396,817	$	23,516	$	(181	)	$	420,152
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses)			Approximate Fair Value
As of December 31, 2009
Debt Securities:
U. S. government agencies	$	114,119	$	-	$	(535	)	$	113,584
Government sponsored mortgage-backed securities		358,664		27,470		-			386,134
	$	472,783	$	27,470	$	(535	)	$	499,718

9

Maturities of held-to-maturity securities as of June 30, 2010:

	Amortized Cost		Approximate Fair Value
After five through ten years	$	108,568	$	108,387
Government sponsored mortgage-backed securities not due on a single maturity date		288,249		311,765
	$	396,817	$	420,152

The book value of securities pledged as collateral, to secure public deposits and for other purposes, amounted to $73,656,298 and $65,782,604 as of June 30, 2010 and December 31, 2009, respectively.  The approximate fair value of pledged securities amounted to $77,065,524 and $67,572,830 as of June 30, 2010 and December 31, 2009, respectively.

Realized gains and losses are recorded as net security gains (losses).  Gains and losses on sales of securities are determined on the specific identification method.  Gross gains of $13,613 and $315,439 were realized from the sale of available-for-sale securities for the three months ended June 30, 2010 and 2009, respectively.  Gross gains of $173,888 and $315,439 were realized from the sale of available-for-sale securities for the six months ended June 30, 2010 and 2009, respectively.  The tax effect of these net gains was $64,339 and $116,712 as of June 30, 2010 and 2009, respectively.

The Company evaluates all securities quarterly to determine if any unrealized losses are deemed to be other than temporary. These declines are primarily the result of the rate for these investments yielding less than current market rates, or declines in stock prices of equity securities. Based on evaluation of available evidence, management believes the declines in fair value for these securities are temporary. It is management’s intent to hold the debt securities to maturity or until recovery of the unrealized loss. Should the impairment of any of these debt securities become other than temporary, the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified, to the extent the loss is related to credit issues, and to other comprehens ive income to the extent the decline on debt securities is related to other factors and the Company does not intend to sell the security prior to recovery of the unrealized loss.

Certain other investments in debt and equity securities are reported in the financial statements at an amount less than their historical cost.  Total fair value of these investments at June 30, 2010 and December 31, 2009, was $180,102 and $7,052,226, respectively, which is approximately 0.12% and 6.84%, respectively, of the Company’s investment portfolio.  These declines primarily resulted from changes in market interest rates and failure of certain investments to meet projected earnings targets.

The following table shows gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at June 30, 2010 and December 31, 2009.

	June 30, 2010
	Less than 12 Months				12 Months or More					Total
Description of Securities	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Equity Securities	$	-	$	-	$	71,534	$	(36,471	)	$	71,534	$	(36,471	)
U. S. Government Agencies		-		-		108,568		(181	)		108,568		(181	)
	$	-	$	-	$	180,102	$	(36,652	)	$	180,102	$	(36,652	)

10

	December 31, 2009
	Less than 12 Months					12 Months or More					Total
Description of Securities	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Equity Securities	$	-	$	-		$	30,315	$	(41,219	)	$	30,315	$	(41,219	)
U. S. Government Agencies		7,021,911		(86,861	)		-		-			7,021,911		(86,861	)
	$	7,021,911	$	(86,861	)	$	30,315	$	(41,219	)	$	7,052,226	$	(128,080	)

Note 4:  Benefit Plans

The Company has stock-based employee compensation plans, which are described fully in the Company’s December 31, 2009 Annual Report on Form 10-K.      The table below summarizes transactions under the Company’s stock option plans for the six months ended June 30, 2010:

	Number of shares
	Incentive Stock Option		Non-Incentive Stock Option			Weighted Average Exercise Price
Balance outstanding as of January 1, 2010		148,750		136,704		$	19.40
Granted		40,000		20,000			5.17
Exercised		-		-			-
Forfeited		-		(10,875	)		10.50
Balance outstanding as of June 30, 2010		188,750		145,829			17.14
Options exercisable as of June 30, 2010		79,250		89,329			21.49

Stock-based compensation expense recognized for the three months ended June 30, 2010 and 2009 was $25,573 and $23,022, respectively.   Stock-based compensation expense recognized for the six months ended June 30, 2010 and 2009 was $53,972 and $47,448, respectively.  As of June 30, 2010, there was $284,690 of unrecognized compensation expense related to nonvested stock options, which will be recognized over the remaining vesting period.

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Note 5: Income (Loss) Per Common Share

	For three months ended June 30, 2010								For six months ended June 30, 2010
	Income Available to Common Shareholders			Average Common Shares Outstanding		Per Common Share			Income Available to Common Shareholders			Average Common Shares Outstanding		Per Common Share
Basic Income Per Common Share	$	211,113			2,641,277	$	0.08		$	405,588			2,638,932	$	0.15
Effect of Dilutive Securities:
Common Stock Warrants					37,972								16,751
Diluted Income Per Common Share	$	211,113			2,679,249	$	0.08		$	405,588			2,655,683	$	0.15
	For three months ended June 30, 2009								For six months ended June 30, 2009
	Loss Available to Common Shareholders			Average Common Shares Outstanding		Per Common Share			Loss Available to Common Shareholders			Average Common Shares Outstanding		Per Common Share
Basic Loss Per Common Share	$	(1,913,472	)		2,619,997	$	(0.73	)	$	(2,693,186	)		2,617,663	$	(1.03	)
Effect of Dilutive Securities					N/A								N/A
Diluted Loss Per Common Share	$	(1,913,472	)		2,619,997	$	(0.73	)	$	(2,693,186	)		2,617,663	$	(1.03	)

Stock options to purchase 334,579 shares of common stock were outstanding during the three and six months ended June 30, 2010, but were not included in the computation of diluted income per common share because their exercise price was greater than the average market price of the common shares.  Due to the Company’s net loss for the periods ended June 30, 2009, no potentially dilutive shares were included in the computation of diluted earnings per common share.

Note 6: Other Comprehensive Income (Loss)

Other comprehensive income (loss) components and related taxes were as follows:

	6/30/2010			6/30/2009
Unrealized gains on available-for-sale securities	$	2,368,551		$	174,557
Accretion of gains on interest rate swaps into income		(508,746	)		(508,746	)
Less: Reclassification adjustment for realized gains included in income		(13,613	)		(315,439	)
Other comprehensive income (loss), before tax effect		1,846,192			(649,628	)
Tax expense (benefit)		683,091			(240,362	)
Other comprehensive income (loss)	$	1,163,101		$	(409,266	)

The components of accumulated other comprehensive income, included in stockholders’ equity, are as follows:

	6/30/2010		12/31/2009
Unrealized gain on available-for-sale securities	$	4,539,053	$	2,184,098
Unrealized gain on interest rate swaps		-		508,746
		4,539,053		2,692,844
Tax effect		1,679,450		996,342
Net of tax amount	$	2,859,603	$	1,696,502

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Note 7: New Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (FASB) issued ASC 810-10, “Amendments to FASB Interpretation No. 46R”.  The standard amends the tests for analyzing whether a company’s interest in a variable interest entity (“VIE”) gives it a controlling financial interest.  A company must assess whether it has an implicit financial responsibility to ensure that the VIE operates as designed when determining whether it has the power to direct the activities of the VIE that significantly impact its economic performance.  Ongoing reassessments of whether a company is the primary beneficiary are also required by the standard.  This standard was effective for the Company on January 1, 2010 and did not have a mat erial impact on the Company’s condensed consolidated financial statements.

In January 2010, the FASB issued ASU 2010-06, “Improving Disclosures about Fair Value Measurements” which impacts ASC 820-10, “Fair Value Measurements and Disclosures”.  The amendments in this update require new disclosures about significant transfers in and out of Level 1 and Level 2 fair value measurements.  The amendment also requires a reporting entity to provide information about activity for purchases, sales, issuances and settlements in Level 3 fair value measurements and clarify disclosures about the level of disaggregation and disclosures about inputs and valuation techniques.  The ASU was effective for the Company on January 1, 2010 and did not have a material im pact on the Company’s condensed consolidated financial statements.

In July 2010, the FASB issued ASU 2010-20, “Receivables: Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses”, to improve disclosures about the credit quality of financing receivables and the allowance for credit losses.  Companies will be required to provide more information about the credit quality of their financing receivables in the disclosures to financial statements, such as aging information and credit quality indicators.  Both new and existing disclosures must be disaggregated by portfolio segment or class.  The disaggregation of information is based on how a company develops its allowance for credit losses and how it manages its credit exposure.  Required disclosures as of th e end of a reporting period are effective for periods ending on or after December 15, 2010, while required disclosures about activity that occurs during a reporting period are effective for periods beginning on or after December 15, 2010.  Management does not believe that this statement will have a material impact on the Company's consolidated financial statements.

Note 8: Disclosures about Fair Value of Assets and Liabilities

ASC Topic 820, Fair Value Measurements, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  Topic 820 also specifies a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.  The standard describes three levels of inputs that may be used to measure fair value:

Level 1:  Quoted prices in active markets for identical assets or liabilities

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

Level 3:  Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities

The following is a description of the inputs and valuation methodologies used for assets measured at fair value on a recurring basis and recognized in the accompanying statements of financial condition, as well as the general classification of such assets pursuant to the valuation hierarchy.

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Available-for-sale securities:  Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy.  Level 1 securities include equity securities.  If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows.  For these investments, the inputs used by the pricing service to determine fair value may include one or a combination of observable inputs such as benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bid offers and reference data market research publications and are classified within Level 2 of the valuation hierarchy.  Level 2 securities include U.S. government agencies and government sponsored mortgage-backed securities.  The Company has no Level 3 securities.

The following table presents the fair value measurements of assets recognized in the accompanying statements of financial condition measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at June 30, 2010 and December 31, 2009 (dollar amounts in thousands):

6/30/2010
Financial assets:
	Level 1 inputs		Level 2 inputs		Level 3 inputs		Total fair value
Equity securities	$	78	$	-	$	-	$	78
Debt securities:
U.S. government agencies		-		43,373		-		43,373
Government sponsored mortgage-backed securities		-		77,333		-		77,333
Available-for-sale securities	$	78	$	120,706	$	-	$	120,784
12/31/2009
Financial assets:
	Level 1 inputs		Level 2 inputs		Level 3 inputs		Total fair value
Equity securities	$	65	$	-	$	-	$	65
Debt securities:
U.S. government agencies		-		30,540		-		30,540
Government sponsored mortgage-backed securities		-		72,054		-		72,054
Available-for-sale securities	$	65	$	102,594	$	-	$	102,659

The following is a description of the valuation methodologies used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying statements of financial condition, as well as the general classification of such assets pursuant to the valuation hierarchy.

Foreclosed Assets Held for Sale:   Fair value is estimated using recent appraisals, comparable sales and other estimates of value obtained principally from independent sources, adjusted for selling costs.  Foreclosed assets held for sale are classified within Level 3 of the valuation hierarchy.

Impaired loans (Collateral Dependent):   Loans for which it is probable that the Company will not collect all principal and interest due according to contractual terms are measured for impairment.  Allowable methods for determining the amount of impairment include estimating fair value using the fair value of the collateral for collateral dependent loans.

If the impaired loan is identified as collateral dependent, then the fair value method of measuring the amount of impairment is utilized.  This method requires obtaining a current independent appraisal of the collateral and applying a discount factor to the value. Impaired loans that are collateral dependent are classified within Level 3 of the fair value hierarchy when impairment is determined using the fair value method.

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The following table presents the fair value measurement of assets and liabilities measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at June 30, 2010 and December 31, 2009 (dollar amounts in thousands):

Impaired loans:
	Level 1 inputs		Level 2 inputs		Level 3 inputs		Total fair value
June 30, 2010	$	-	$	-	$	5,568	$	5,568
December 31, 2009	$	-	$	-	$	17,186	$	17,186
Foreclosed assets held for sale:
	Level 1 inputs		Level 2 inputs		Level 3 inputs		Total fair value
June 30, 2010	$	-	$	-	$	3,272	$	3,272
December 31, 2009	$	-	$	-	$	3,897	$	3,897

The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying statements of financial condition at amounts other than fair value.

Cash and cash equivalents, interest-bearing deposits and Federal Home Loan Bank stock

The carrying amounts reported in the statements of financial condition approximate those assets' fair value.

Held-to-maturity securities

Fair value is based on quoted market prices, if available.  If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities.

Loans

The fair value of loans is estimated by discounting the future cash flows using the market rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.  Loans with similar characteristics were aggregated for purposes of the calculations.  The carrying amount of accrued interest approximates its fair value.

Deposits

Deposits include demand deposits, savings accounts, NOW accounts and certain money market deposits.  The carrying amount approximates fair value.  The fair value of fixed-maturity certificates of deposit is estimated by discounting the future cash flows using rates currently offered for deposits of similar remaining maturities.

Federal Home Loan Bank advances and securities sold under agreements to repurchase

For these variable rate instruments, the carrying amount is a reasonable extimate of fair value.  There is currently a limited market for similar debt instruments and the Company has the option to call the subordinated debentures at an amount close to its par value.

Interest payable

The carrying amount approximates fair value.

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Commitments to originate loans, letters of credit and lines of credit

The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present credit worthiness of the counterparties.  For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates.  The fair value of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate them or otherwise settle the obligations with the counterparties at the reporting date.

The following table presents estimated fair values of the Company’s financial instruments at June 30, 2010 and December 31, 2009.

	June 30, 2010				December 31, 2009
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial assets:
Cash and cash equivalents	$	29,330,241	$	29,330,241	$	33,016,697	$	33,016,697
Interest-bearing deposits		18,177,819		18,177,819		16,560,802		16,560,802
Held-to-maturity securities		396,817		420,152		472,783		499,718
Federal Home Loan Bank stock		6,048,700		6,048,700		5,976,600		5,976,600
Mortgage loans held for sale		1,646,172		1,646,172		3,465,080		3,465,080
Loans, net		496,394,319		503,537,721		525,038,053		529,941,646
Interest receivable		2,654,958		2,654,958		2,671,563		2,671,563
Financial liabilities:
Deposits		505,933,398		509,145,014		513,051,102		517,380,184
Federal Home Loan Bank advances		116,050,000		116,055,743		116,050,000		112,377,239
Securities sold under agreements to repurchase		39,750,000		40,542,173		39,750,000		40,198,606
Subordinated debentures		15,465,000		15,465,000		15,465,000		15,465,000
Interest payable		1,074,875		1,074,875		1,398,122		1,398,122
Unrecognized financial instruments (net of contractual value):
Commitments to extend credit		-		-		-		-
Unused lines of credit		-		-		-		-

Note 9: Derivative Financial Instruments

The Company recorded all derivative financial instruments at fair value in the financial statements.  Derivatives were used as a risk management tool to hedge the exposure to changes in interest rates or other identified market risks.

When a derivative is intended to be a qualifying hedged instrument, the Company prepares written hedge documentation that designates the derivative as 1) a hedge of fair value of a recognized asset or liability (fair value hedge) or 2) a hedge of a forecasted transaction, such as, the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge).  The written documentation includes identification of, among other items, the risk management objective, hedging instrument, hedged item, and methodologies for assessing and measuring hedge effectiveness and ineffectiveness, along with support for management’s assertion that the hedge will be highly effective.

On November 7, 2008, the Company elected to terminate its three interest rate swap agreements with a total notional value of $90 million.  At termination, the swaps had a market value (gain) of $1.7 million.  The gain was deferred and is being accreted into income.  The Company recognized $254,373 of this gain for the three months ended June 30, 2010 and 2009, respectively, and recognized $508,746 of this gain for the six months ended June 30, 2010 and 2009, respectively.  As of June 30, 2010, the original gain at termination has been fully accreted into income in accordance with the stated maturity date of the original agreements.

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Note 10: Preferred Stock and Common Stock Warrants

On January 30, 2009, as part of the U.S. Department of the Treasury's Troubled Asset Relief Program's Capital Purchase Program (“CPP”), the Company entered into a Securities Purchase Agreement - Standard Terms with the United States Department of the Treasury (the "Treasury") pursuant to which the Company sold to the Treasury 17,000 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the "Series A Preferred Stock") and issued a ten year warrant (the "Warrant") to purchase 459,459 shares of the Company's common stock (the "Common Stock") for $5.55 per share (the "Warrant Shares") for a total purchase price of $17.0 million (the "Transaction").

The Series A Preferred Stock qualifies as Tier 1 capital and is entitled to cumulative preferred dividends at a rate of 5% per year for the first five years, payable quarterly, and 9% thereafter. The Series A Preferred Stock has a liquidation preference of $1,000 per share, plus accrued and unpaid dividends.  The failure by the Company to pay a total of six quarterly dividends, whether or not consecutive, gives the holders of the Series A Preferred Stock the right to elect two directors to the Company's Board of Directors.

The Company may redeem the Series A Preferred Stock for $1,000 per share, plus accrued and unpaid dividends, in whole or in part, subject to regulatory approval.

The Warrant is exercisable immediately upon issuance and expires in ten years. The Warrant has anti-dilution protections and certain other protections for the holder of the Warrant, as well as potential registration rights upon written request from the Treasury.  The Treasury has agreed not to exercise voting rights with respect to the Warrant Shares that it may acquire upon exercise of the Warrant.  If the Series A Preferred Stock is redeemed in whole, the Company has the right to purchase any shares of the Common Stock held by the Treasury at their fair market value at that time.

The Company is subject to certain contractual restrictions under the CPP and the Certificate of Designations for the Series A Preferred Stock that could prohibit the Company from declaring or paying dividends on its common stock or the Series A Preferred Stock.

The proceeds from the CPP were allocated between the Series A Preferred Stock and the Warrant based on a fair value assigned using a discounted cash flow model.  This resulted in an initial value of $15,622,189 million for the Series A Preferred Stock and $1,377,811 for the Warrant.  The discount of approximately $1.4 million on the Series A Preferred Stock is being accreted over the straight-line method (which approximates the level-yield method) over five years ending February 28, 2014.

On February 17, 2009, the American Recovery and Reinvestment Act of 2009 (the “ARRA”) was signed into law.  The ARRA imposes certain additional executive compensation and corporate expenditure limits on all current and future CPP recipients.  These limits are in addition to those previously imposed by the Treasury under the Emergency Economic Stabilization Act of 2008 (the “EESA”).  The Treasury released an interim final rule (the “IFR”) on TARP standards for compensation and corporate governance on June 10, 2009, which implemented and further expanded the limitations and restrictions imposed by EESA and ARRA.  The IFR applies to the Company as of the date of publication in the Federal Register on June 15, 2009, but was subject to comment which ended on August 14 , 2009.  The Treasury has not yet published a final version of the IFR.

As a result of the Company’s participation in the CPP, the restrictions and standards established under EESA and ARRA are applicable to the Company.  Neither the ARRA nor the EESA restrictions shall apply to any CPP recipient, including the Company, at such time that the federal government no longer holds any of the Company’s Series A Preferred Stock.

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

General

The primary function of the Company is to monitor and oversee its investment in the Bank.  The Company engages in few other activities, and the Company has no significant assets other than its investment in the Bank.  As a result, the results of operations of the Company are derived primarily from operations of the Bank. The Bank’s results of operations are primarily dependent on net interest margin, which is the difference between interest income on interest-earning assets and interest expense on interest-bearing liabilities.  The Bank’s income is also affected by the level of its noninterest expenses, such as employee salaries and benefits, occupancy expenses and other expenses.  The following discussion reviews the Company’s financial condition as of June 30, 2010, and the resu lts of operations for the three and six months ended June 30, 2010 and 2009.

The discussion set forth below, as well as other portions of this Form 10-Q, may contain forward-looking comments. Such comments are based upon the information currently available to management of the Company and management’s perception thereof as of the date of this Form 10-Q.  When used in this Form 10-Q, words such as “anticipates,” “estimates,” “believes,” “expects,” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.  Such statements are subject to risks and uncertainties.  Actual results of the Company’s operations could materially differ from those forward-looking comments.  The differences could be caused by a number of factors or combination of factors including, but not limited to: changes in demand for banking services; changes in portfolio composition; changes in management strategy; increased competition from both bank and non-bank companies; changes in the general level of interest rates, in general or local economic conditions, in the real estate market, and in federal or state regulations and legislation governing the operations of the Company or the Bank; and other factors set forth in reports and other documents filed by the Company with the SEC from time to time, including the risk factors described under Item 1A. of the Company’s Form 10-K for the fiscal year ended December 31, 2009.

Financial Condition

The Company’s total assets decreased $5,363,298 (1%) from $737,779,852 as of December 31, 2009, to $732,416,554 as of June 30, 2010.

Cash and cash equivalents decreased $3,686,456 (11%) from $33,016,697 as of December 31, 2009, to $29,330,241 as of June 30, 2010.  Interest-bearing deposits increased $1,617,017 from $16,560,802 as of December 31, 2009, to $18,177,819 as of June 30, 2010.

Available-for-sale securities increased $18,124,939 (18%) from $102,659,251 as of December 31, 2009, to $120,784,190 as of June 30, 2010. The increase is primarily due to purchases of $47.7 million offset by sales, maturities and principal payments received of $31.9 million.

Held-to-maturity securities decreased primarily due to principal repayments by $75,966 (16%) from $472,783 as of December 31, 2009, to $396,817 as of June 30, 2010.

Net loans receivable decreased by $28,643,734 (5%) from $525,038,053 as of December 31, 2009, to $496,394,319 as of June 30, 2010.  Commercial real estate loans decreased by $8,984,376 (4%) from $236,980,868 as of December 31, 2009, to $227,996,492 as of June 30, 2010.  Commercial loans decreased $16,821,341 (15%) from $114,497,545 as of December 31, 2009, to $97,676,203 as of June 30, 2010.  Permanent multi-family loans increased by $5,170,962 (15%) from $34,498,240 as of December 31, 2009, to $39,669,202 as of June 30, 2010.  Construction loans decreased by $5,423,291 (25%) to $16,155,876 as of June 30, 2010 compared to $21,579,167 as of December 31, 2009.

Allowance for loan losses decreased $2,139,283 (15%) from $14,076,123 as of December 31, 2009 to $11,936,840 as of June 30, 2010. The allowance decreased due to net loan charge-offs of $4,039,283 exceeding the provision for loan losses of $1,900,000 recorded during the six month period.  Management charged off certain specific loans that had been identified and classified as impaired at December 31, 2009.  See discussion under “Results of Operations – Comparison of Three Month Periods Ended June 30, 2010 and 2009 – Provision for Loan Losses.”   The allowance for loan losses, as a percentage of gross loans outstanding (excluding mortgage loans held for sale), as of June 30, 2010 and December 31, 2009 was 2.35% and 2.61%, respectively.  The allowance for loan losses, as a percentage of nonperforming loans outstanding, as of June 30, 2010 and December 3 1, 2009 was 60.1% and 41.1%, respectively.  Management believes the allowance for loan losses is at a level to be sufficient in providing for potential loans losses in the Bank’s existing loan portfolio.

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Foreclosed assets held for sale increased $10,852,419 (161%) from $6,759,648 as of December 31, 2009, to $17,612,067 as of June 30, 2010.  This is primarily due to the foreclosure of two commercial real estate credits that were classified as impaired at December 31, 2009.

Deposits decreased $7,117,704 (1%) from $513,051,102 as of December 31, 2009, to $505,933,398 as of June 30, 2010.  For the six months ended June 30, 2010, checking and savings accounts increased by $811,250 and certificates of deposit decreased by $7.9 million.  See also the discussion under “Quantitative and Qualitative Disclosure about Market Risk – Asset/Liability Management.”

Stockholders’ equity (including unrealized appreciation on available-for-sale securities and interest rate swaps, net of tax) increased $1,802,307 from $51,410,633 as of December 31, 2009, to $53,212,940 as of June 30, 2010.  The Company’s net income during this period was $968,369.  In conjuction with the Series A Preferred Stock, the Company accrued $425,000 of dividends (5%) and recorded $137,781 of accretion associated with the discount recognized on the preferred stock. On a per common share basis, stockholders’ equity increased from $13.49 as of December 31, 2009 to $14.07 as of June 30, 2010.

Average Balances, Interest and Average Yields

The Company’s profitability is primarily dependent upon net interest income, which represents the difference between interest and fees earned on loans and debt and equity securities, and the cost of deposits and borrowings.  Net interest income is dependent on the difference between the average balances and rates earned on interest-earning assets and the average balances and rates paid on interest-bearing liabilities.  Non-interest income, non-interest expense, and income taxes also impact the Company’s results of operations.

The following tables sets forth certain information relating to the Company’s average consolidated statements of financial condition and reflects the average yield on assets and average cost of liabilities for the periods indicated.  Such yields and costs are derived by dividing income or expense annualized by the average balance of assets or liabilities, respectively, for the periods shown.  Average balances were derived from average daily balances.  The average balance of loans includes loans on which the Company has discontinued accruing interest.  The yields and costs include fees which are considered adjustments to yields.  All dollar amounts are in thousands.

19

	Three months ended 6/30/2010								Three months ended 6/30/2009
	Average Balance		Interest			Yield / Cost			Average Balance		Interest			Yield / Cost
ASSETS
Interest-earning:
Loans	$	516,181	$	7,189			5.57	%	$	554,783	$	7,412			5.34	%
Investment securities		118,007		921			3.12	%		112,454		979			3.48	%
Other assets		46,386		119			1.03	%		61,740		113			0.73	%
Total interest-earning		680,574		8,229			4.84	%		728,977		8,504			4.67	%
Noninterest-earning		51,480								21,266
	$	732,054							$	750,243
LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest-bearing:
Savings accounts	$	16,643		35			0.84	%	$	12,873		29			0.90	%
Transaction accounts		257,451		997			1.55	%		210,892		1,492			2.83	%
Certificates of deposit		206,608		1,441			2.79	%		274,375		2,421			3.53	%
FHLB advances		116,050		787			2.71	%		111,436		786			2.82	%
Securities sold under agreements to repurchase		39,750		290			2.92	%		39,750		220			2.21	%
Subordinated debentures		15,465		256			6.62	%		15,465		256			6.62	%
Other borrowed funds		-		-			-			-		-			0.00	%
Total interest-bearing		651,967		3,806			2.34	%		664,791		5,204			3.13	%
Noninterest-bearing		27,528								30,934
Total liabilities		679,495								695,725
Stockholders’ equity		52,559								54,518
	$	732,054							$	750,243
Net earning balance	$	28,607							$	64,186
Earning yield less costing rate							2.50	%							1.54	%
Net interest income, and net yield spread on interest earning assets			$	4,423			2.60	%			$	3,300			1.81	%
Ratio of interest-earning assets to interest-bearing liabilities				104	%							110	%

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	Six months ended 6/30/2010								Six months ended 6/30/2009
	Average Balance		Interest			Yield / Cost			Average Balance		Interest			Yield / Cost
ASSETS
Interest-earning:
Loans	$	523,937	$	14,383			5.49	%	$	558,854	$	14,857			5.32	%
Investment securities		114,117		1,858			3.26	%		93,054		1,808			3.89	%
Other assets		49,559		253			1.02	%		74,918		162			0.43	%
Total interest-earning		687,613		16,494			4.80	%		726,826		16,827			4.63	%
Noninterest-earning		46,554								21,371
	$	734,167							$	748,197
LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest-bearing:
Savings accounts	$	16,002		72			0.90	%	$	12,423		56			0.90	%
Transaction accounts		257,543		2,289			1.78	%		192,548		2,636			2.74	%
Certificates of deposit		209,122		2,947			2.82	%		291,679		5,285			3.62	%
FHLB advances		116,050		1,566			2.70	%		112,714		1,568			2.78	%
Securities sold under agreements to repurchase		39,750		576			2.90	%		39,750		452			2.27	%
Subordinated debentures		15,465		512			6.62	%		15,465		512			6.62	%
Other borrowed funds		-		-			-			230		3			2.61	%
Total interest-bearing		653,932		7,962			2.44	%		664,809		10,512			3.16	%
Noninterest-bearing		27,829								31,426
Total liabilities		681,761								696,235
Stockholders’ equity		52,406								51,962
	$	734,167							$	748,197
Net earning balance	$	33,681							$	62,017
Earning yield less costing rate							2.36	%							1.47	%
Net interest income, and net yield spread on interest earning assets			$	8,532			2.48	%			$	6,315			1.74	%
Ratio of interest-earning assets to interest-bearing liabilities				105	%							109	%

Results of Operations - Comparison of Three and Six Month Periods Ended June 30, 2010 and 2009

Net income for the three months and six months ended June 30, 2010 was $492,503 and $968,369 as compared to a net loss of ($1,632,082) and ($2,224,202) for the three months and six months ended June 30, 2009, which represents an increase in net income of $2,124,585 (130%) for the three month period, and an increase in net income of $3,192,571 (144%) for the six month period.

Interest Income

Total interest income for the three months and six months ended June 30, 2010, decreased $275,497 (3%) and $333,516 (2%), respectively, as compared to the three months and six months ended June 30, 2009.  For the three month and six month periods ended June 30, 2010 compared to the same periods in 2009, the average yield on interest earning assets increased 17 basis points to 4.84% and increased 17 basis points to 4.80%, respectively, while the average balance of interest earning assets decreased approximately $48,403,000 and $39,213,000, respectively.

21

Interest Expense

Total interest expense for the three months and six months ended June 30, 2010, decreased $1,398,286 (27%) and $2,550,472 (24%), respectively, when compared to the three months and six months ended June 30, 2009.  For the three month and six month periods ended June 30, 2010 compared to the same periods in 2009, the average cost of interest bearing liabilities decreased 79 basis points to 2.34% and 72 basis points to 2.44%, respectively, while the average balance of interest bearing liabilities decreased approximately $12,824,000 and $10,877,000, respectively, when compared to the same periods in 2009.  The significant decrease in the average cost of interest bearing liabilities is primarily due to the reduction at the beginning of 2010 in the cost of money market deposits generated through an aggressive deposit campa ign in the first quarter of 2009.

Net Interest Income

Net interest income for the three months and six months ended June 30, 2010, increased $1,122,789 (34%) and $2,216,956 (35%), respectively, when compared to the same periods in 2009. For the three and six month periods ended June 30, 2010, the earning yield minus the costing rate spread increased 96 and 89 basis points, respectively, when compared to the same periods in 2009.

Provision for Loan Losses

Based on its internal analysis and methodology, management recorded a provision for loan losses of $950,000 and $1,900,000 for the three months and six months ended June 30, 2010, respectively, compared to $3,300,000 and $4,280,000 for the same periods in 2009.  The Bank will continue to monitor its allowance for loan losses and make future additions based on economic and regulatory conditions.  Management of the Company anticipates the need to increase the allowance for loan losses through charges to the provision for loan losses if anticipated growth in the Bank’s loan portfolio increases or other circumstances warrant.  Although the Bank maintains its allowance for loan losses at a level which it considers to be sufficient to provide for potential loan losses in its existing loan portfolio, there ca n be no assurance that future loan losses will not exceed internal estimates.  In addition, the amount of the allowance for loan losses is subject to review by regulatory agencies which can order the establishment of additional loan loss provisions.

Noninterest Income

Noninterest income decreased $461,864 (30%) and $78,794 (3%) for the three months and six months ended June 30, 2010, respectively, when compared to the three months and six months ended June 30, 2009.

Gains on sales of investment securities decreased $301,826 (96%) and $141,551 (45%) for the three months and six months ended June 30, 2010, respectively, when compared to the same periods in 2009.  Service charges on transaction accounts decreased by $64,046 (14%) and $110,783 (12%) for the three months and six months ended June 30, 2010 when compared to the same periods in 2009, primarily due to declines in overdraft charges.  Gain on sale of loans decreased $85,151 (19%) and $142,244 (18%) for the three months and six months ended June 30, 2010 when compared to the same period in 2009 due to decreased volume associated with the Bank’s selling fixed rate mortgage loans.  Income on foreclosed assets decreased by $153,583 (157%) and increased $41,962 (80%) for the three months and six months ended June 30, 2010 when compared to the same periods in 2009.  Other income for the three months and six months ended June 30, 2010 increased $150,659 (85%) and $286,606 (83%), respectively, when compared to the same periods in 2009, primarily due to the increase in cash surrender value of bank owned life insurance earned in 2010.  The life insurance asset was purchased in October 2009.

Noninterest Expense

Noninterest expense decreased $276,591 (7%) and $385,218 (5%) for the three months and six months ended June 30, 2010 when compared to the same periods in 2009.

22

Salaries and employee benefits increased $143,989 (7%) and $177,031 (4%) for the three months and six months ended June 30, 2010 when compared to the same periods in 2009.  This increase was primarily due to a few key personnel additions in 2009, as well as in the second quarter of 2010.

FDIC deposit insurance premiums decreased $355,731 (53%) and $320,607 (34%) for the three months and six months ended June 30, 2010 when compared to the same periods in 2009 due to the special assessment of $341,000 incurred as of June 30, 2009.

Provision  for Income Taxes

The increase in the provision for income taxes is a direct result of the increase in the Company’s taxable income for the three months and six months ended June 30, 2010.

Nonperforming Assets

The allowance for loan losses is calculated based upon an evaluation of pertinent factors underlying the various types and quality of the Bank’s existing loan portfolio.  When making such evaluation, management considers such factors as the repayment status of its loans, the estimated net realizable value of the underlying collateral, borrowers’ intent (to the extent known by the Bank) and ability to repay the loan, local economic conditions and the Bank’s historical loss ratios.  The allowance for loan losses, as a percentage of nonperforming loans outstanding, as of June 30, 2010 and December 31, 2009 was 60.1% and 41.1%, respectively.  Total loans classified as substandard, doubtful or loss as of June 30, 2010, were $42.2 million or 5.76% of total assets as compared to $50.6 million, or 6.86% of total assets at December 31, 2009.  Management considered nonperforming and total classified loans in evaluating the adequacy of the Bank’s allowance for loan losses.

From December 31, 2009 to June 30, 2010, the allowance for loan losses decreased $2.1 million (15%) primarily due to the charge-off of specific loans that were classified as nonperforming at December 31, 2009.  In addition, the Company has experienced a significant decline in loan balances over the past several quarters that have reduced allowance for loan loss reserve requirements.

The ratio of nonperforming assets to total assets is another useful tool in evaluating exposure to credit risk.  Nonperforming assets of the Bank include impaired loans and assets which have been acquired as a result of foreclosure or deed-in-lieu of foreclosure.  All dollar amounts are in thousands.

	6/30/2010			12/31/2009			12/31/2008
Nonperforming loans	$	19,847		$	34,285		$	20,694
Real estate acquired in settlement of loans		17,612			6,760			5,655
Total nonperforming assets	$	37,459		$	41,045		$	26,349
Total nonperforming assets as a percentage of total assets		5.11	%		5.56	%		3.90	%
Allowance for loan losses	$	11,937		$	14,076		$	16,728
Allowance for loan losses as a percentage of gross loans		2.35	%		2.61	%		2.92	%

Liquidity and Capital Resources

Liquidity refers to the ability to manage future cash flows to meet the needs of depositors and borrowers and fund operations.  Maintaining appropriate levels of liquidity allows the Company to have sufficient funds available for customer demand for loans, withdrawal of deposit balances and maturities of deposits and other liabilities.  The Company’s primary sources of liquidity include cash and cash equivalents, customer deposits and Federal Home Loan Bank of Des Moines borrowings.  The Company also has established borrowing lines available from the Federal Reserve Bank which is considered a secondary source of funds.

23

The Company’s most liquid assets are cash and cash equivalents, which are cash on hand, amounts due from financial institutions, and certificates of deposit with other financial institutions that have an original maturity of three months or less.  The levels of such assets are dependent on the Bank’s operating, financing, and investment activities at any given time.  The Company’s cash and cash equivalents totaled $29,330,241 as of June 30, 2010 and $33,016,697 as of December 31, 2009, representing a decrease of $3,686,456.  The variations in levels of cash and cash equivalents are influenced by deposit flows and anticipated future deposit flows, which are subject to, and influenced by, many factors.

The Bank’s capital ratios are above the levels required to be considered a well-capitalized financial institution.  As of June 30, 2010, the Bank’s Tier 1 leverage ratio was 8.57%, its Tier 1 risk-based capital ratio was 10.98% and the Bank’s total risk-based capital ratio was 12.24% - all exceeding the minimums of 5%, 6% and 10%, respectively.

With regards to the securities sold to the Treasury under CPP, if the Company is unable to redeem the Series A Preferred Stock within five years of its issuance, the cost of capital to the Company will increase significantly from 5% per annum ($850,000 annually) to 9% per annum ($1,530,000 annually).  Depending on the Company’s financial condition at the time, the increase in the annual dividend rate on the Series A Preferred Stock could have a material effect on the Company’s liquidity and net income available to common stockholders.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

Asset/Liability Management

The goal of the Bank’s asset/liability policy is to manage interest rate risk so as to maximize net interest income over time in changing interest rate environments.  Management monitors the Bank’s net interest spreads (the difference between yields received on assets and paid on liabilities) and, although constrained by market conditions, economic conditions, and prudent underwriting standards, the Bank offers deposit rates and loan rates designed to maximize net interest income.  Management also attempts to fund the Bank’s assets with liabilities of a comparable duration to minimize the impact of changing interest rates on the Bank’s net interest income.  Since the relative spread between financial assets and liabilities is constantly changing, the Bank’s current net interest income may not be an indication of future net interest income.

As a part of its asset and liability management strategy and throughout the past several years, the Bank has continued to emphasize the origination of adjustable-rate, one- to four-family residential loans and adjustable-rate or relatively short-term commercial real estate, commercial business and consumer loans, while originating fixed-rate, one- to four-family residential loans primarily for immediate resale in the secondary market on either a service-retained basis or service-released basis. This allows the Bank to serve the customer’s needs and retain a banking relationship with respect to such fixed-rate residential loans, while limiting its exposure to the risk associated with  carrying a long-term fixed-rate loan in its loan portfolio.

The Bank constantly monitors its deposits in an effort to decrease their interest rate sensitivity.  Rates of interest paid on deposits at the Bank are priced competitively in order to meet the Bank’s asset/liability management objectives and spread requirements.  The Bank believes, based on historical experience, that a substantial portion of such accounts represents non-interest rate sensitive core deposits.  The Bank does believe that certain accounts generated from the 2009 money market deposit campaign will be interest rate sensitive, however, the Bank does not have the historical experience with this type of campaign to predict fluctuations.

Interest Rate Sensitivity Analysis

The following table sets forth as of June 30, 2010 management’s estimates of the projected changes in net portfolio value (“NPV”) in the event of 100 and 200 basis point (“bp”) instantaneous and permanent increases and decreases in market interest rates.  Dollar amounts are expressed in thousands.

24

BP Change	Estimated Net Portfolio Value								NPV as % of PV of Assets
in Rates	$ Amount		$ Change			% Change			NPV Ratio			Change
+200		63,413		(1,256	)		-2	%		8.76	%		0.03	%
+100		63,952		(717	)		-1	%		8.74	%		0.00	%
NC		64,669		-			-			8.73	%		-
-100		65,754		1,085			2	%		8.77	%		0.04	%
-200		68,170		3,501			5	%		8.99	%		0.25	%

Computations of prospective effects of hypothetical interest rate changes are based on an internally generated model using actual maturity and repricing schedules for the Bank’s loans and deposits, and are based on numerous assumptions, including relative levels of market interest rates, loan repayments and deposit run-offs, and should not be relied upon as indicative of actual results.  Further, the computations do not contemplate any actions the Bank may undertake in response to changes in interest rates.  For further discussion of the Company’s market risk, see the Interest Rate Sensitivity Analysis section of Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s 2009 Annual Report on Form 10-K.

Management cannot predict future interest rates or their effect on the Bank’s NPV in the future.  Certain shortcomings are inherent in the method of analysis presented in the computation of NPV.  For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in differing degrees to changes in market interest rates.  Additionally, certain assets, such as adjustable-rate loans, have an initial fixed rate period typically from one to five years, and over the remaining life of the asset changes in the interest rate are restricted.  In addition, the proportion of adjustable-rate loans in the Bank’s portfolio could decrease in future periods due to refinancing activity if market interest rates remain steady in the future.  Fu rther, in the event of a change in interest rates, prepayment and early withdrawal levels could deviate significantly from those assumed in the table.  Finally, the ability of many borrowers to service their adjustable-rate debt may decrease in the event of an interest rate increase.

The Bank’s Board of Directors (the “Board”) is responsible for reviewing the Bank’s asset and liability policies.  The Board meets quarterly to review interest rate risk and trends, as well as liquidity and capital ratios and requirements.  The Bank’s management is responsible for administering the policies and determinations of the Board with respect to the Bank’s asset and liability goals and strategies.

Item 4. Controls and Procedures

(a)  The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

The Company conducted an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures.   Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2010.

(b)  There have been no changes in the Company’s internal control over financial reporting during the quarter ended June 30, 2010 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

25

PART II  OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Our business is subject to various risks. These risks are included in our 2009 Annual Report on Form 10-K under “Risk Factors”.

There has been no material change in such risk factors other than the following:

The enactment of the Dodd-Frank Act could have an adverse impact on our financial results.

In July 2010, Congress enacted and the President signed broad financial regulatory reform legislation that, among other things, will impose comprehensive regulation on financial institutions. The Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act") will subject financial institutions to substantial supervision and regulation, including capital standards, margin requirements, business conduct standards, recordkeeping and reporting requirements. While some of the provisions will be effective immediately, others will be phased in over the next five years, and many are to be implemented by rules promulgated within six to 18 months of signing. While we know the substance of the Dodd-Frank Act, it is not possible at this time to predict the final form and substance of the regulations that will be adopted to carry ou t the Act. Any such regulations that subject us to additional capital requirements, or to additional restrictions or reporting requirements related to business practices, could have an adverse effect on our financial results. This financial impact is not currently quantifiable.

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

The following table summarizes the Company’s repurchase activity regarding its common stock during the Company’s second quarter ended June 30, 2010.

ISSUER PURCHASES OF EQUITY SECURITIES

Period	(a) Total Number of Shares Purchased		(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)		(d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
April 1, 2010 to April 30, 2010		774	$	5.85		774		197,624
May 1, 2010 to May 31, 2010		-		-		-		197,624
June 1, 2010 to June 30, 2010		-		-		-		197,624
Total		774	$	5.85		774

(1) The Company has a repurchase plan which was announced on August 20, 2007.  This plan authorizes the purchase by the Company of up to 350,000 shares of the Company’s common stock.  There is no expiration date for this plan.  There are no other repurchase plans in effect at this time.

Item 3. Defaults Upon Senior Securities

Not applicable.

26

Item 4. (Removed and Reserved)

Item 5. Other Information

None.

Item 6. Exhibits

10.4 Written Description of 2010 Executive Incentive Compensation Annual Plan – Chief Operating Officer* (1)

11. Statement re: computation of per share earnings (set forth in “Note 5: Income (Loss) Per Common Share” of the Notes to Condensed Consolidated Financial Statement (unaudited))

31(i).1 Certification of the Principal Executive Officer pursuant to Rule 13a -14(a) of the Exchange Act

31(i).2 Certification of the Principal Financial Officer pursuant to Rule 13a - 14(a) of the Exchange Act

32.1 CEO certification pursuant to 18 U.S.C. Section 1350

32.2 CFO certification pursuant to 18 U.S.C. Section 1350

*Management contract or compensatory plan or arrangement

___________________________________________________________

(1) Filed as Exhibit 10.4 to the Current Report on Form 8-K filed by the Registrant on April 26, 2010 and incorporated herein by reference.

27

SIGNATURES

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

Guaranty Federal Bancshares, Inc.

Signature and Title	Date
/s/ Shaun A. Burke	August 12, 2010
Shaun A. Burke
President and Chief Executive Officer
(Principal Executive Officer and Duly Authorized Officer)
/s/ Carter Peters	August 12, 2010
Carter Peters
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)

28

EX-31.(I)1

Exhibit 31(i).1

Certification of the Principal Executive Officer

Rule 13a – 14(a) of the Securities Exchange Act of 1934

I, Shaun A. Burke, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Guaranty Federal Bancshares, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 12, 2010
	/s/ Shaun A. Burke
	Shaun A. Burke
	Chief Executive Officer
	(Principal Executive Officer)

EX-31.(I)2

Exhibit 31(i).2

Certification of the Principal Financial Officer

Rule 13a – 14(a) of the Securities Exchange Act of 1934

I, Carter Peters, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Guaranty Federal Bancshares, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 12,  2010
	/s/ Carter Peters
	Carter Peters
	Chief Financial Officer
	(Principal Financial Officer)

EX-32.1

Exhibit 32.1

CEO CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350*

In connection with the Quarterly Report of Guaranty Federal Bancshares, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Shaun A. Burke, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1.           The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.           The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/  Shaun A. Burke

Shaun A. Burke

Chief Executive Officer

(Principal Executive Officer)

August 12, 2010

*  A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CFO CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350*

In connection with the Quarterly Report of Guaranty Federal Bancshares, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Carter Peters, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1.           The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.           The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/  Carter Peters

Carter Peters

Chief Financial Officer

(Principal Financial Officer)

August 12, 2010

*  A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.