-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AeXValM188AmY0fI4zjl0mCpGrsxoL0yKdK+no/JDP49O7XmyamaZw8QOhStKCS2 Sv5i1s04ibgGIryE+e08BQ== 0000832818-06-000021.txt : 20061116 0000832818-06-000021.hdr.sgml : 20061116 20061116163716 ACCESSION NUMBER: 0000832818-06-000021 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20060930 FILED AS OF DATE: 20061116 DATE AS OF CHANGE: 20061116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOL BANCSHARES INC CENTRAL INDEX KEY: 0000832818 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 721121561 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-16934 FILM NUMBER: 061223516 BUSINESS ADDRESS: STREET 1: 300 ST CHARLES AVE CITY: NEW ORLEANS STATE: LA ZIP: 70130 BUSINESS PHONE: 5048899400 MAIL ADDRESS: STREET 1: 300 ST CHARLES AVENUE CITY: NEW ORLEANS STATE: LA ZIP: 70130 10QSB 1 r906sec.txt REPORT 10QSB 9/06 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-QSB /X/ QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2006 / / TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission File Number 00-16934 BOL BANCSHARES, INC. (Exact name of small business issuer as specified in its charter.) Louisiana 72-1121561 (State of incorporation) (IRS Employer Identification No.) 300 St. Charles Avenue, New Orleans, La. 70130 (Address of principal executive offices) (504) 889-9400 (Issuer's telephone number) Check whether the issuer (1) filed all reports required to be filed by section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /X/ No / / State the number of shares outstanding of each of the issuer's classes Of common equity, as of the latest practical date: 179,145 SHARES AS OF OCTOBER 31, 2006. Transitional Small Business Disclosure Format (Check one): Yes / / No /X/ BOL BANCSHARES, INC. & SUBSIDIARY INDEX Page No. PART I. Financial Information Item 1: Financial Statements Consolidated Statements of Condition 3 Consolidated Statements of Income 4 Consolidated Statements of Comprehensive Income 5 Consolidated Statements of Cash Flow 6 Item 2: Management's Discussion and Analysis 7 Item 3: Controls and Procedures 10 PART II. Other Information Item 6: Exhibits and Reports on Form 8-K 10 A. Exhibits 10 B. Reports on Form 8-K 10 Signatures 11 Part I. Financial Information BOL BANCSHARES, INC. CONSOLIDATED STATEMENTS OF CONDITION Sept 30, Dec. 31, (Amounts in Thousands) 2006 2005 (Unaudited) (Audited) ASSETS Cash and Due from Banks Non-Interest Bearing Balances and Cash $4,923 $9,167 Federal Funds Sold 29,150 35,865 Investment Securities Securities Held to Maturity 16,000 19,000 Securities Available for Sale 536 618 Loans-Less Allowance for Loan Losses of $1,800 in 2006 and $1,913 in 2005 56,124 57,269 Property, Equipment and Leasehold Improvements (Net of Depreciation and Amortization) 2,318 2,231 Other Real Estate 954 658 Other Assets 1,239 1,146 TOTAL ASSETS $111,244 $125,954 LIABILITIES AND SHAREHOLDERS' EQUITY LIABILITIES Deposits: Non-Interest Bearing $49,454 $61,105 NOW Accounts 13,166 14,467 Money Market Accounts 3,620 3,516 Savings Accounts 27,644 30,906 Time Deposits, $100,000 and over 310 409 Other Time Deposits 5,492 5,013 TOTAL DEPOSITS 99,686 115,416 Notes Payable 1,544 2,145 Federal Funds Purchased 0 0 Other Liabilities 1,335 1,328 TOTAL LIABILITIES 102,565 118,889 SHAREHOLDERS' EQUITY Preferred Stock - Par Value $1 2,115,471 Shares Issued and Outstanding in 2006 2,115 2,117 2,117,244 Shares Issued and Outstanding in 2005 Common Stock - Par Value $1 179,145 Shares Issued and Outstanding 179 179 Accumulated Other Comprehensive Income 277 332 Capital in Excess of Par - Retired Stock 127 126 Undivided Profits 4,311 3,843 Current Earnings 1,670 468 TOTAL SHAREHOLDERS' EQUITY 8,679 7,065 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $111,244 $125,954 BOL BANCSHARES, INC. CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Three months ended Nine months ended Sept 30, Sept 30, (Amounts in Thousands) 2006 2005 2006 2005 INTEREST INCOME Interest and Fees on Loans $1,694 $1,662 $5,055 $5,192 Interest on Investment Securities 137 130 403 363 Interest on Federal Funds Sold 449 39 1,411 106 Total Interest Income $2,280 1,831 6,869 5,661 INTEREST EXPENSE Interest on Deposits 110 89 327 221 Other Interest Expense 4 10 23 30 Interest on Federal Funds Purchased - 2 - 2 Interest Expense on Notes Payable - 1 1 2 Interest Expense on Debentures 25 30 86 91 Total Interest Expense 139 132 437 346 NET INTEREST INCOME 2,141 1,699 6,432 5,315 Provision for Loan Losses 107 99 482 384 NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 2,034 1,600 5,950 4,931 NON-INTEREST INCOME Service Charges on Deposit Accounts 167 205 444 684 Cardholder & Other Credit Card Income 150 162 456 488 ORE Income 1 - 1 238 Other Operating Income 18 17 1,052 259 Total Non-interest Income 336 384 1,953 1,669 NON-INTEREST EXPENSE Salaries and Employee Benefits 674 837 1,950 2,499 Occupancy Expense 287 306 900 1,027 Communications 56 37 188 156 Outsourcing Fees 322 345 1,108 1,119 Loan & Credit Card Expense 39 30 92 96 Professional Fees 65 33 178 174 ORE Expense 339 67 365 153 Other Operating Expense 173 155 591 596 Total Non-interest Expense 1,955 1,810 5,372 5,820 Income Before Tax Provision 415 174 2,531 780 Provision For Income Taxes 141 59 861 266 NET INCOME $274 $115 $1,670 $514 Earnings Per Share of Common Stock $1.53 $0.64 $9.32 $2.87 BOL BANCSHARES, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) Sept 30, Sept 30, (Amounts in thousands) 2006 2005 NET INCOME $1,670 $514 OTHER COMPREHENSIVE INCOME, NET OF TAX Unrealized Holding Gains (Loss) on Investment Securities Available-for-Sale, Arising During the Period (55) 35 COMPREHENSIVE INCOME $1,615 $549 BOL BANCSHARES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended September 30 (Amounts in thousands) 2006 2005 OPERATING ACTIVITIES Net Income 1,670 514 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Provision for Loan Losses 482 384 Depreciation and Amortization Expense 218 172 Amortization of Investment Security Premiums - - Accretion of Investment Security Discounts - - Decrease in Deferred Income Taxes (28) 18 Loss on Property and Equipment Disposed 53 - (Gain) on Sale of Other Real Estate (1) (235) Decrease (Increase) in Other Assets 312 (388) (Decrease) Increase in Other Liabilities and Accrued Interest (79) (215) Net Cash Provided by Operating Activities 2,627 678 INVESTING ACTIVITIES Proceeds from Held-to-Maturity Investment Securities Released at Maturity 3,000 - Purchases of Held-to-Maturity Investment Securities - - Proceeds from Sale of Property and Equipment - 1 Purchases of Property and Equipment (359) (56) Proceeds from Sale of Other Real Estate 380 585 Net (Increase) Decrease in Loans (276) 2,902 Net Cash Provided by Investing Activities 2,745 3,432 FINANCING ACTIVITIES Net (Decrease) Increase in Non-Interest Bearing and Interest Bearing Deposits (15,729) 4,768 Proceeds from Issuance of Long-Term Debt 1,400 - Preferred Stock Retired (1) (16) Principal Payments on Long Term Debt (2,001) (39) Net Cash (Used in) Provided by Financing Activities (16,331) 4,713 Net (Decrease) Increase in Cash and Cash Equivalents (10,959) 8,824 Cash and Cash Equivalents - Beginning of Year 45,032 6,350 Cash and Cash Equivalents - End of Period $34,073 $15,173 BOL BANCSHARES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (Unaudited) SUPPLEMENTAL DISCLOSURES: 2006 2005 Additions to Other Real Estate through Foreclosure 940 279 Cash Paid for Interest 767 187 Cash (Paid) Received for Income Taxes (444) (56) Market Value Adjustment for Unrealized Gain (Loss) on Securities Available-for-Sale (82) 52 Accounting Policies Note: Cash Equivalents Include Amounts Due from Banks and Federal Funds Sold. Generally, Federal Funds are Purchased and Sold for One Day Periods. ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS The following discussion and analysis is intended to provide a better understanding of the consolidated financial condition of BOL Bancshares, Inc. and its bank subsidiary at September 30, 2006 compared to December 31, 2005 and the results of operations for the three and nine months periods ended September 30, 2006 with the same periods in 2005. This discussion and analysis should be read in conjunction with the interim consolidated financial statements and footnotes included herein. This discussion may contain certain forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those stated. Readers are cautioned not to place undue reliance on these forward-looking statements. Internal Control and Assessment Disclosure Hurricane Katrina Disclosure Management expects insurance proceeds for storm damages caused by Hurricane Katrina to cover the majority of damages sustained to the Bank's branches. The branch locations that the bank owned directly or indirectly, St. Charles, Severn, Gause and Tammany, are open and operating, however, branch locations, wherein the Bank leased the premises, Carrolton, Lapalco, and Oakwood, are still closed with the exception of the drive-thru facility at the Oakwood location. Management is diligently reviewing new sites to purchase or lease in an effort to replace the Carrollton location. Management has renewed the Lapalco lease and repairs are underway and the branch is scheduled to re-open during the 4th quarter of 2006. The Oakwood branch will be reopening at an adjacent site within the Oakwood Shopping Center and is scheduled to reopen in the 4th quarter of 2006 or the 1st quarter of 2007. The Company's management team and employees have and are continuing to work diligently to control operating expenses and costs while restoring normal business operations. SEPTEMBER 30, 2006 COMPARED WITH DECEMBER 31, 2005 BALANCE SHEET Total Assets at September 30, 2006 were $111,244,000 compared to $125,954,000 at December 31, 2005 for a decrease of $14,710,000 or 11.68%. Federal Funds Sold decreased $6,715,000 at September 30, 2006 from $35,865,000 at December 31, 2005 to $29,150,000 at September 30, 2006. Cash and due from banks decreased $4,244,000 to $4,923,000 at September 30, 2006 from $9,167,000 at December 31, 2005. This was mainly attributable to a decrease in the Bank's Federal Reserve Bank account of $4,966,000 which was offset by an increase in Cash of $525,000. Total loans decreased $1,145,000 or 2.00% to $56,124,000 at September 30, 2006 from $57,269,000 at December 31, 2005. This decrease in the loan portfolio is due mainly to a decrease in the credit card portfolio of $2,500,000, a decrease of $332,000 in the personal loan portfolio and a decrease of $98,000 in the commercial loan portfolio. This was offset by an increase in real estate loans of $1,616,000, and an increase of $56,000 in overdrafts. The credit card portfolio decrease was largely attributable to (i) competition from other banks and non-traditional credit card issuers; (ii) tightening of the Bank's underwriting standards; and (iii) normal attrition, in addition to the cyclical nature of the business. The decrease in the personal loan portfolio and the commercial loan portfolio was due mainly to normal attrition. The increase in the real estate loan portfolio was primarily due to the concerted effort of the bank's lenders to bring in new loans. The non-farm non residential loans increased $2,772,000 along with an increase of $571,000 in the multifamily and construction loans. The 1-4 family category decreased $1,727,000 due to FEMA and other monies used to pay off these loans. Other Real Estate increased $296,000 from $658,000 at December 31, 2005 to $954,000 at September 30, 2006. This was due to one parcel repossessed for $940,000, a write-down of the parcel for $265,000 and one sale of ORE for $380,000 in 2006. Total deposits decreased $15,730,000 or 13.63% to $99,686,000 at September 30, 2006 from $115,416,000 at December 31, 2005. Total non-interest bearing deposits decreased $11,651,000 and interest-bearing accounts decreased $4,079,000. Shareholder's Equity increased $1,614,000 due mainly to net income at September 30, 2006. NINE MONTHS ENDED SEPTEMBER 30, 2006 COMPARED WITH NINE MONTHS ENDED SEPTEMBER 30, 2005 INCOME The Company's net income for the nine months ended September 30, 2006 was $1,670,000 or $9.32 per share, an increase of $1,156,000 from the Company's total net income of $514,000 for the same period last year. Interest income increased $1,208,000 for the nine months ended September 30, 2006 over the same period last year. Interest on federal funds sold increased $1,305,000 due to an increase in the interest rate from 2.89% at September 30, 2005 to 4.79% at September 30, 2006, and an increase of $34,417,000 in the average balance from $4,889,000 at September 30, 2005 to $39,306,000 at September 30, 2006. Interest on the loan portfolio decreased $137,000. This was caused mainly by a decrease in the average balance of loans of $3,643,000. Interest expense increased $91,000 for the nine months ended September 30, 2006 over the same period last year. This was caused by an increase in the interest rate on interest-bearing liabilities from .62% at September 30, 2005 to .77% as of September 30, 2006. Net interest income increased $1,117,000 due to the additional monies the Bank was able to invest in Federal Funds. However this produced a lower rate spread as opposed to if the Bank invested in higher yielding loans. The interest rate spreads declined from 7.90% at September 30, 2005 to 6.93% at September 30, 2006. Non-interest income increased $284,000 for the nine month period from $1,669,000 at September 30, 2005 to $1,953,000 at September 30, 2006. Other income increased $793,000 for the nine months ended September 30, 2006. This increase was due mainly to $600,000 in insurance proceeds received on an OREO property in 2006 that the Bank had no plans to repair. The Bank had a purchase offer and the property was sold in July, 2006. In addition, $369,000 in insurance proceeds was received as reimbursement of expenses incurred and the excess of disposal of fixed assets due to Hurricane Katrina. This was offset by a decrease in deposit related fees of $240,000 of which $177,000 was due to a decrease in fees collected on overdrawn accounts. In 2005 the Bank recognized $141,000 as beneficiary of two insurance policies on the life of the Bank's president, Mr. James Comiskey, who passed on in February 2005. During the first quarter of 2005 there was a gain of $235,000 from the sale of an ORE property as compared to a gain of $1 for the nine months ended September 30, 2006. Non-interest expense decreased $448,000 for the nine month period as compared to the same period last year. Salaries and employee benefits decreased $549,000. This decrease is directly attributable to the Bank outsourcing its credit card operations and the Bank's core processing, thereby reducing staff, and also staff not returning after Hurricane Katrina. Occupancy expense decreased $127,000. This is mainly due to 2 branch offices that were not able to reopen and one branch office that only the drive-in facility was operating. The rental expense was reduced by $176,000 in 2006 on these 3 branches. Depreciation expense increased $47,000 due to the purchase of equipment necessary to outsource the Bank's core processing, in addition to the replacement of equipment, furniture and fixtures destroyed by Hurricane Katrina. ORE expenses increased $212,000 due mainly to $265,000 write-down of one ORE property in 2006 and a decrease of $45,000 in ORE taxes from 2005 and the day to day upkeep of the properties in OREO. The provision for income taxes increased $595,000 compared to the same period last year from $266,000 at September 30, 2005 to $861,000 at September 30, 2006 due to an increase in income before taxes. THIRD QUARTER 2006 COMPARED WITH THIRD QUARTER 2005 INCOME Net income for the third quarter of 2006 was $274,000 compared to $115,000 for the same period last year. Interest income increased $449,000 over the same period last year. Interest on the loan portfolio increased $32,000 from $1,662,000 at September 30, 2005 to $1,694,000 at September 30, 2006. This was caused mainly by an increase in the interest rate from 11.09% for the three months ending September 30, 2005 to 11.81% for the three months ending September 30, 2006, which was partially offset by a decrease of $2,580,000 in the average outstanding loans from $59,971,000 at September 30, 2005 to $57,391,000 at September 30, 2006. Interest on federal funds sold increased $410,000 due to an increase in the interest rate from 3.22% at September 30, 2005 to 5.27% at September 30, 2006, and an increase of $29,201,000 in the average balance from $4,851,000 at September 30, 2005 to $34,052,000 at September 30, 2006. Interest expense increased $7,000 for the three months ended September 30, 2006 over the same period last year. This was caused by an increase in the interest rate on interest-bearing liabilities from .76% at September 30, 2005 to .83% as of September 30, 2006. Net interest income increased $442,000 due to the additional monies the Bank was able to invest in Federal Funds. However this produced a lower rate spread as opposed to if the Bank invested in higher yielding loans. The interest rate spreads declined from 7.60% at September 30, 2005 to 7.43% at September 30, 2006. Non-interest income decreased $48,000 for the three-month period as compared to the same period last year. This decrease was due mainly to deposit related fees of $38,000 of which $29,000 was due to a decrease in fees collected on overdrawn accounts and a $12,000 decrease in cardholder & other credit card income. Non-interest expense increased $145,000 for the three-month period as compared to the same period last year. Salaries and employee benefits decreased $163,000. This decrease is directly attributable to the Bank outsourcing its credit card operations and the Bank's core processing, thereby reducing staff, and also staff not returning after Hurricane Katrina. ORE expenses increased $272,000 due mainly to $265,000 write-down of one ORE property, the payment of $50,000 of tax liens on another ORE property in the third quarter of 2006 and a decrease of $40,000 in ORE taxes from 2005. Professional fees increased $32,000 due to increases in audits and exams $7,000, legal fees $17,000 and director fees $10,000 over the same period last year. The provision for income taxes increased $82,000 compared to the same period last year from $59,000 at September 30, 2005 to $141,000 at September 30, 2006 due to an increase in income before taxes. Item 3 Controls and Procedures The certifying officers of the Company have evaluated the effectiveness of the Company's disclosure controls and procedures. They have concluded after evaluating the effectiveness of the Company's disclosure controls and procedures as of September 30, 2006, that as of such date, the Company's disclosure controls and procedures were effective and designed to ensure that material information relating to the Company would be made known to them by others. There were no changes in the Company's internal controls over financial reporting for the quarter ended September 30, 2006 that have materially affected, or are reasonably likely to materially affect, such controls. Item 6 Exhibits and Reports on Form 8-K A. Exhibits 31.1 Section 302 Principal Executive Officer Certification 31.2 Section 302 Principal Financial Officer Certification 32.1 Section 1350 Certification 32.2 Section 1350 Certification B. Reports on Form 8-K None BOL BANCSHARES, INC. SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BOL BANCSHARES, INC. (Registrant) /s/ G. Harrison Scott November 16, 2006 G. Harrison Scott Date Chairman (in his capacity as a duly authorized officer of the Registrant) /s/ Peggy L. Schaefer Peggy L. Schaefer Treasurer (in her capacity as Chief Accounting Officer of the Registrant) EX-31 3 rex311.txt EXHIBIT 31.1 10QSB 9/06 Exhibit 31.1 I, G. Harrison Scott, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Bol Bancshares, Inc; 2. Based on my knowledge, this quarterly 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 quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly 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-14 and 15d-14) for the registrant and have; a) designed such disclosure controls and procedures 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 quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions); a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal control; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 16, 2006 /s/ G. Harrison Scott Chairman (in his capacity as a duly authorized officer of the Registrant) EX-31 4 rex312.txt EXHIBIT 31.2 10QSB 9/06 Exhibit 31.2 I, Peggy L. Schaefer, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Bol Bancshares, Inc; 2. Based on my knowledge, this quarterly 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 quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly 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-14 and 15d-14) for the registrant and have; a. designed such disclosure controls and procedures 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 quarterly report is being prepared; b. evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c. presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions); a. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal control; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 16, 2006 /s/ Peggy L. Schaefer Treasurer (in her capacity as Chief Accounting Officer of the Registrant) EX-32 5 rex321.txt EXHIBIT 32.1 10QSB 9/06 Exhibit 32.1 CERTIFICATION OF PERIODIC REPORT Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 18 U.S.C. Section 1350 The undersigned hereby certifies that (i) the foregoing Quarterly Report on Form 10-QSB filed by BOL Bancshares, Inc. (the "Registrant") for the quarter ended September 30, 2006, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (ii) the information contained in that Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. /s/ G. Harrison Scott November 16, 2006 G. Harrison Scott Date Chairman (in his capacity as duly authorized officer of the Registrant) EX-32 6 rex322.txt EXHIBIT 32.2 10QSB 9/06 Exhibit 32.2 CERTIFICATION OF PERIODIC REPORT Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 18 U.S.C. Section 1350 The undersigned hereby certifies that (i) the foregoing Quarterly Report on Form 10-QSB filed by BOL Bancshares, Inc. (the "Registrant") for the quarter ended September 30, 2006, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (ii) the information contained in that Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. /s/ Peggy L. Schaefer November 16, 2006 Peggy L. Schaefer Date Treasurer (in her capacity as Chief Accounting Officer of the Registrant) -----END PRIVACY-ENHANCED MESSAGE-----