1042521--3/30/2009--Sun_American

related topics

{stock, price, share}

{condition, economic, financial}

{loan, real, estate}

{capital, credit, financial}

{control, financial, internal}

{acquisition, growth, future}

{loss, insurance, financial}

{regulation, change, law}

{financial, litigation, operation}

{competitive, industry, competition}

{provision, law, control}

{regulation, government, change}

Risks Related to the Capital and Credit Markets There can be no assurances that the recently enacted Emergency Economic Stabilization Act of 2008 will help stabilize the financial system in the United States. Current levels of securities and financial market volatility are unprecedented. Weakness in the economy and in the real estate market, including specific weakness within our geographic footprint, has adversely affected us and may continue to adversely affect us. Current market developments may adversely affect our industry, business and results of operations. The current economic environment poses significant challenges for us and could adversely affect our financial condition and results of operations. Risks Related to Our Business Loan losses would have a material adverse effect on our financial condition and operating results and could cause our insolvency, which would negatively affect the value of our common stock. A decline in the value of the collateral securing our loans could result in an increase in losses on foreclosure, which could adversely affect our financial condition and negatively affect the value of our common stock. Our allowance for loan losses may not be sufficient to cover actual loan losses, which could adversely affect our financial condition and operating results and may negatively affect the value of our common stock. Our level of growth in recent years may not continue if our growth strategy is not successful. Acquisitions that we may engage in involve risks, which could negatively affect our operations and reduce the value of our common stock. We have experienced operating losses in the past, and continued losses may negatively impact our financial position and the value of our common stock. The geographic concentration of our operations in Florida makes our business highly susceptible to local economic conditions, and an economic downturn or recession or adverse weather conditions in Florida may adversely affect our ability to operate profitably. Environmental laws and regulations and other environmental considerations may restrict our ability to foreclose on loans secured by real estate or increase costs associated with those loans, which could adversely affect our financial condition. If we foreclosed upon a property that had environmental liabilities, we could face significant liability. If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, current and potential stockholders and depositors could lose confidence in our financial reporting, which could adversely affect our business and our financial condition. Our operations may be adversely affected if we are unable to secure adequate funding; our use of wholesale funding sources exposes us to potential liquidity risk. The Company and the Bank are subject to an enforcement action by federal and state banking regulatory authorities and entered into a written agreement with the Federal Reserve Bank of Atlanta and the State of Florida Office of Financial Regulation. Our potential failure to comply with terms of the agreement may result in severe penalties to the Company. Government regulation may have an adverse effect on our profitability and growth. Competition from other financial institutions could adversely affect our profitability and growth, which may reduce the value of our common stock. From time to time we are subject to litigation and arbitration, the impact of which on our financial position is uncertain. The inherent uncertainty related to litigation makes it difficult to predict the ultimate outcome or potential liability that we may incur as a result of these matters. Risks Related to an Investment in Our Securities There is not presently an active market for shares of our common stock and, therefore, you may be unable to sell any shares of common stock in the event that you need a source of liquidity. Issuance of shares of our common stock upon the exercise or conversion of derivative securities may cause significant dilution of equity interests of existing holders of common stock, reduce the proportionate voting power of existing holders of common stock and reduce the value of our common stock. A substantial number of our outstanding shares of common stock or shares issuable upon the exercise of options and warrants are eligible for future sale and the sale of our shares of common stock into the market may depress our stock price. We currently have outstanding shares of our Series A preferred stock and may issue additional shares of preferred stock that could be entitled to dividends, liquidation preferences and other special rights and preferences not shared by holders of our common stock. Anti-takeover provisions and the regulations to which we may be subject may make it more difficult for a third party to acquire control of us, even if the change in control would be beneficial to our stockholders. We do not pay cash dividends on our common stock and do not anticipate doing so in the foreseeable future.

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1042521--3/30/2009--Sun_American_Bancorp