| The company was organized under the laws of the State of Florida on August 15, 1996, for the purpose of operating as a bank holding company pursuant to the Federal Bank Holding Company Act of 1956, as amended. The company intends to use the minimum net proceeds of this Offering to purchase 100% of the common stock to be issued by The Commercial Bank of Volusia County, to repay organizational expenses and for other general corporate purposes. Neither the company nor the Bank has commenced business operations, and neither will do so until the Initial Offering Period is completed and the requisite approvals of the Florida Department of Banking and Finance, the Federal Deposit Insurance Corporation and the Board of Governors of the Federal Reserve System are obtained. The main office of the company and the Bank will be located in Ormond Beach, Volusia County, Florida. It is anticipated that the Bank will commence business operations sometime during the second quarter of 1997, or as soon thereafter as practicable. |