Americasbank 10QSB 2005 Q1 Quarterly report (small business)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-QSB

QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2005.

Commission file number: 333-111918

Commission file number: 333-110947

AmericasBank Corp.

(Exact name of small business issuer as specified in its charter)

Maryland

52-2090433

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

500 York Road, Towson, Maryland 21204

Address of principal executive offices

(410) 823-0500

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 practicable date:

At May 12, 2005, the issuer had 3,766,810 shares of Common Stock outstanding.

Transitional Small Business Disclosure Format (Check one): YES ¨ NO x

AmericasBank Corp. and Subsidiary

Consolidated Balance Sheets


	March 31, 2005			December 31, 2004 (1)
	(Unaudited)
Assets
Cash and due from banks	$	1,586,758		$	866,960
Federal funds sold and Federal Home Loan Bank deposit		9,100,249			4,356,587
Securities available for sale		30,000			348,182
Federal Home Loan Bank and Federal Reserve Bank stock at cost		238,500			132,550
Loans held for sale		1,438,792			1,617,048
Loans and leases, less allowance of$315,082 and $315,127		33,238,872			31,245,162
Premises and equipment		933,568			963,560
Accrued interest receivable		153,393			140,898
Goodwill and other intangibles		295,041			295,207
Other assets		134,467			165,945

	$	47,149,640		$	40,132,099

Liabilities and Stockholders’ Equity
Deposits
Noninterest-bearing	$	2,073,958		$	2,226,222
Interest-bearing		39,683,266			32,344,071

Total deposits		41,757,224			34,570,293
Other liabilities		126,156			166,002

		41,883,380			34,736,295

Stockholders’ equity
Common stock, par value $.01 per share; 10,000,000 shares authorized, issued and outstanding3,766,810 and 3,766,810 shares		37,668			37,668
Additional paid-in capital		11,461,663			11,420,940
Accumulated deficit		(6,233,071	)		(6,080,564	)
Accumulated other comprehensive income		—			17,760

		5,266,260			5,395,804

	$	47,149,640		$	40,132,099

(1)	The December 31, 2004 balance sheet has been restated for retroactive adoption of the fair value recognition provisions of SFAS 123, “Accounting for Stock Based Compensation,” as amended, as discussed in Note 2.

The accompanying notes are an integral part of these financial statements.

AmericasBank Corp. and Subsidiary

Consolidated Statements of Operations

(Unaudited)


	Three Months Ended
	March 31, 2005			March 31, 2004 (1)
Interest revenue
Loans and leases, including fees	$	600,559		$	297,885
Federal funds sold and Federal Home Loan Bank deposit		45,175			21,490
Preferred trust securities		7,417			7,500
Mortgage-backed securities		—			112
Other		2,793			2,725

Total interest revenue		655,944			329,712

Interest expense
Deposits		284,159			172,318

Net interest income		371,785			157,394

Provision for loan and lease losses		—			5,000

Net interest income after provision for loan and lease losses		371,785			152,394

Noninterest revenue
Service charges on deposit accounts and other fees		12,648			10,716
Mortgage banking gains and fees		119,298			23,613

Total noninterest revenue		131,946			34,329

Noninterest expenses
Salaries		287,556			322,486
Employee benefits		80,506			56,490
Occupancy		46,366			31,737
Furniture and equipment		30,501			21,328
Other		211,309			159,525

Total noninterest expenses		656,238			591,566

Loss before income taxes		(152,507	)		(404,843	)

Income taxes		—			—

Net loss	$	(152,507	)	$	(404,843	)

Loss per common share - basic and diluted	$	(0.04	)	$	(0.28	)

(1)	Results for the three months ended March 31, 2004, have been restated for retroactive adoption of the fair value recognition provisions of SFAS 123, “Accounting for Stock Based Compensation,” as amended, as discussed in Note 2

The accompanying notes are an integral part of these financial statements.

AmericasBank Corp. and Subsidiary

Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)


	Common stock			Additional paid-in capital		Accumulated deficit			Accumulated other comprehensive income			Comprehensive income
	Shares	Par value


Balance, December 31, 2003	791,060	$	7,911	$	6,005,696	$	(4,498,676	)	$	17,706
Retroactive restatement for stock-based compensation (see note 2 )	—		—		48,553		(48,553	)		—

Balance, December 31, 2003, as restated	791,060		7,911		6,054,249		(4,547,229	)		17,706
Net loss	—		—		—		(404,843	)		—		$	(404,843	)
Unrealized loss on investment securities available for sale, net	—		—		—		—			27			27

Comprehensive income												$	(404,816	)

Stock-based compensation expense	—		—		41,783		—			—
Common stock issued, net	2,875,000		28,750		4,998,426		—			—

Balance, March 31, 2004	3,666,060	$	36,661	$	11,094,458	$	(4,952,072	)	$	17,733

Balance, December 31, 2004	3,766,810	$	37,668	$	11,134,030	$	(5,793,654	)	$	17,760
Retroactive restatement for stock-based compensation (see note 2 )	—		—		286,910		(286,910	)		—

Balance, December 31, 2004, as restated	3,766,810		37,668		11,420,940		(6,080,564	)		17,760
Net loss	—		—		—		(152,507	)		—		$	(152,507	)
Unrealized gain on investment securities available for sale, net	—		—		—		—			(17,760	)		(17,760	)

Comprehensive income												$	(170,267	)

Stock-based compensation expense	—		—		40,723		—			—
Balance, March 31, 2005	3,766,810	$	37,668	$	11,461,663	$	(6,233,071	)	$	—

The accompanying notes are an integral part of these financial statements.

AmericasBank Corp. and Subsidiary

Consolidated Statements of Cash Flows

(Unaudited)


	Three Months Ended
	March 31, 2005			March 31, 2004 (1)
Cash flows from operating activities
Interest received	$	630,927		$	334,159
Fees and commissions received		12,648			10,716
Interest paid		(275,322	)		(173,024	)
Proceeds from sales of loans held for sale		7,598,599			5,779,421
Originations of loans held for sale		(7,301,045	)		(5,657,321	)
Cash paid to suppliers and employees		(601,023	)		(280,100	)

		64,784			13,851

Cash flows from investing activities
Proceeds from maturity and call of investment securities Available for sale		300,422			8,962
Purchase of Federal Home Loan Bank and Federal Reserve Bank stock		(105,950	)		—
Redemption of Federal Reserve Bank stock		—			19,400
Loans and leases made, net of principal collected		(1,981,188	)		108,994
Purchase of premises and equipment		(1,539	)		(14,215	)

		(1,788,255	)		123,141

Cash flows from financing activities
Net increase in time deposits		4,696,015			(882,743	)
Net increase (decrease) in other deposits		2,490,916			(357,672	)
Proceeds from issuance of common stock		—			5,027,176

		7,186,931			3,786,761

Net increase in cash and cash equivalents		5,463,460			3,923,753

Cash and cash equivalents at beginning of year		5,223,547			8,738,746

Cash and cash equivalents at end of year	$	10,687,007		$	12,662,499

(1)	The Statement of Cash Flows for three months ended March 31, 2004, has been restated for retroactive adoption of the fair value recognition provisions of SFAS 123, “Accounting for Stock Based Compensation,” as amended, as discussed in Note 2.

The accompanying notes are an integral part of these financial statements.

AmericasBank Corp. and Subsidiary

Consolidated Statements of Cash Flows

(Unaudited) (Continued)


	Three Months Ended
	March 31, 2005			March 31, 2004 (1)
Reconciliation of net loss to net cash provided by operating activities
Net loss	$	(152,507	)	$	(404,843	)

Adjustments to reconcile net loss to net cash provided by operating activities
Depreciation and amortization		41,393			34,507
Provision for loan and lease losses		—			5,000
Amortization of security premiums		—			80
Stock-based compensation		40,723			41,783
Amortization of loan premium and other intangible assets		166			833
Increase (decrease) in
Deferred loan fees and costs, net		(12,522	)		(1,779	)
Accrued interest payable		8,837			(706	)
Other liabilities		(48,683	)		132,516
Decrease (increase) in
Loans held for sale		178,256			98,487
Accrued interest receivable		(12,495	)		5,313
Other assets		21,616			102,660

	$	64,784		$	13,851

Noncash investing activity
Transfer of loans to foreclosed real estate	$	—		$	42,166

(1)	The Statement of Cash Flows for three months ended March 31, 2004, has been restated for retroactive adoption of the fair value recognition provisions of SFAS 123, “Accounting for Stock Based Compensation,” as amended, as discussed in Note 2.

The accompanying notes are an integral part of these financial statements.

AMERICASBANK CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. BASIS OF PRESENTATION

The accompanying consolidated financial statements include the activity of AmericasBank Corp. and its wholly owned subsidiary, AmericasBank. All significant intercompany transactions and balances have been eliminated in consolidation.

The foregoing consolidated financial statements are unaudited; however, in the opinion of management, all adjustments (comprising only normal recurring accruals) necessary for a fair presentation of the results of the interim period have been included. These statements should be read in conjunction with the financial statements and accompanying notes included in AmericasBank Corp.’s 2004 Annual Report on Form 10-KSB. There have been no significant changes to the Company’s Accounting Policies as disclosed in the 2004 Annual Report. The results shown in this interim report are not necessarily indicative of results to be expected for the full year 2005.

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America.

Reclassifications

Certain reclassifications have been made to amounts previously reported to conform to the current presentation. These reclassifications had no effect on previously reported results of operations or retained earnings except as noted below.

Beginning in July 2004, we established a cost basis for originating or acquiring loans and leases and deferred these costs in accordance with Statement of Financial Accounting Standards No. 91,Accounting for Nonrefundable Fees and Costs Associated with Originating or Acquiring Loans and Initial Direct Costs of Leases.

We changed our accounting method for expensing commissions paid to loan originators on loans originated and held for sale. Previously, commissions paid to loan originators were recorded as salary expense. We now record these commissions as a reduction to gains and fees on loans held for sale. All periods presented in this quarterly report were adjusted to show the effect of this accounting change.

2. STOCK-BASED COMPENSATION

Effective January 1, 2005, AmericasBank Corp. began recognizing expense for stock-based compensation using the fair value based method of accounting described in Statement of Financial Accounting Standards (“SFAS”) No. 123,Accounting for Stock-Based Compensation, as amended. As a result, salaries and employee benefits expense for the first quarter of 2005 included $40,723 of stock-based compensation. We have chosen the retroactive restatement method described in SFAS No. 148,Accounting for Stock-Based Compensation — Transition and Disclosure, which amended SFAS No. 123. As a result, financial information for all prior periods presented have been restated to reflect the salaries and employee benefits expense that would have been recognized had the recognition provisions of SFAS No. 123 been applied to all awards granted to employees. The use of the retroactive restatement method resulted in the restatement of previously reported balances of additional paid-in capital and accumulated deficit. As of December 31, 2004, previously reported additional paid-in capital was increased by $286,910 and accumulated deficit was increased by the same amount. As of December 31, 2003, previously reported additional paid-in capital was increased by $48,553, and accumulated deficit was increased by the same amount.

As a result of using the retroactive restatement method, salaries expense in the quarter ending March 31, 2004, increased from the amount previously reported by $41,783. The impact of our decision to recognize expense for stock-based compensation on our previously reported net loss, basic loss per common share and diluted loss per common share is as follows:


	Three Months Ended March 31, 2004
Net loss, as reported	$	(363,060	)
Add: Stock-based compensation expense included in reported net income		—
Deduct: Total stock-based compensation expense determined under fair value for all awards		(41,783	)

Net loss, as restated	$	(404,843	)

Loss per common share - basic and diluted
As reported	$	(0.25	)
As restated	$	(0.28	)

3. REGULATORY MATTERS

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory - and possibly additional discretionary - actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Under capital action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weighting and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios.

4. LOSS PER SHARE

Loss per common share is determined by dividing net loss by the weighted average number of common shares outstanding during the period. The Company’s common stock equivalents were not considered in the computation of diluted earnings per share because the result would have been anti-dilutive. The weighted average common shares outstanding were 3,766,810 for the three months ended March 31, 2005, and 1,454,522 for the three months ended March 31, 2004.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Some of the matters discussed below include forward-looking statements. Forward-looking statements often use words such as “believe,” “expect,” “plan,” “may,” “will,” “should,” “project,” “contemplate,” “anticipate,” “forecast,” “intend” or other words of similar meaning. You can also identify them by the fact that they do not relate strictly to historical or current facts. Our actual results and the actual outcome of our expectations and strategies could be different from those anticipated or estimated for the reasons discussed below and the reasons under the heading “Information Regarding Forward Looking Statements.”

Because AmericasBank Corp. has no material operations and conducts no business on its own other than owning its subsidiary, AmericasBank, this discussion primarily concerns the business of AmericasBank. However, for ease of reading and because our financial statements are presented on a consolidated basis, unless the context requires otherwise, references to “we” or “our” refers to both AmericasBank Corp. and AmericasBank.

General

AmericasBank Corp. was incorporated as a Maryland corporation on June 4, 1996, to become a one-bank holding company by acquiring all of the capital stock of AmericasBank, a federal stock savings bank, upon its formation. AmericasBank commenced operations on December 1, 1997. On March 20, 1999, AmericasBank converted from a federal stock savings bank to a Maryland chartered trust company exercising the powers of a commercial bank.

AmericasBank has incurred losses in every year since its inception. AmericasBank Corp. and AmericasBank are operating under a Written Agreement with the Federal Reserve Bank of Richmond and the Maryland Division of Financial Regulation (the “Written Agreement”).

Overview

During the quarter we continued to show progress towards our goal of achieving profitability by the first quarter of 2006. We reduced the net loss by $252,336 to $152,507 for the period ending March 31, 2005, compared to $404,843 for the period ending March 31, 2004. The net loss in each reported period included a charge to salary expense for stock-based compensation as we voluntarily adopted SFAS No. 123,Accounting for Stock-Based Compensation, as amended (see Note 2 to the Notes to Financial Statements).

Excluding this charge, our loss in the first quarter of 2005 would have been $111,784 or a 69.2% improvement over the first quarter of 2004 when our loss would have been $363,060. We believe this information is useful to investors as other small business issuers are not required to adopt SFAS No. 123 until 2006. As indicated, we have voluntarily adopted the standard in 2005.

We continue to look for opportunities to add to our mortgage loan origination team and expect to add additional loan originators in the second quarter of 2005. Currently we have four mortgage loan originators whose combined efforts in the first quarter of 2005 resulted in a 405.2% increase in mortgage banking fees and gains from $23,613 for the three months ended March 31, 2004, to $119,298 for the three months ended March 31, 2005. We originated and sold these loans as a correspondent lender and as a broker. This group also provided numerous loan opportunities for us to consider that resulted in our extending credit to borrowers for portfolio loans.

As anticipated, our noninterest expenses increased 10.9% from $591,566 for the three months ended March 31, 2004 as compared to $656,238 for the three months ended March 31, 2005. We believe that we have substantially implemented the operational infrastructure necessary to support our growth. We anticipate that we will need to add additional staff incrementally to support future growth which will result in further increases in noninterest expenses.

We continue to work on resolving the regulatory issues raised in the Written Agreement. Our primary challenge is to demonstrate that our business plan can continue to produce the balance sheet growth and operating margins to achieve profitability. Remedying all outstanding deficiencies and having the Written Agreement terminated are important to our future success because the Written Agreement imposes restrictions on our operations. We continue to work closely with Federal Reserve Bank of Richmond and the Maryland Division of Financial Regulation to remedy all outstanding deficiencies.

Summary of Recent Performance

We incurred a net loss of $152,507 or $(0.04) per basic and diluted common share for the three months ended March 31, 2005, a decrease of $252,336 compared to our net loss of $404,843 or $(0.28) per basic and diluted common share for the three months ended March 31, 2004.

Total assets increased by $7,017,541 or 17.5%, to $47,149,640 at March 31, 2005, compared to $40,132,099 at December 31, 2004.

Loans and leases, net of allowance, at March 31, 2005 were $33,238,872, or 6.4% above the $31,245,162 reported at December 31, 2004, and 118.2% above the $15,235,973 reported a year ago at March 31, 2004. The majority of this growth was in our commercial and residential real estate products.

The allowance for loan losses was $315,082 or 0.94% of loans at March 31, 2005, compared to $315,127 or 0.99% of loans at December 31, 2004. Our non-performing assets were $622,761 or 1.85% of loans at March 31, 2005, compared to $175,742 or 0.55% of loans at December 31, 2004. The substantial increase in nonaccrual loans was related to one loan in which we held an approximately 10% participation. Our loan balance to this borrower was $587,761 at March 31, 2005.

This non-performing loan is to a land developer for the purchase and development of raw land that was under contract for sale as developed lots to a national homebuilder. The project ran into delays during the permitting process related primarily to storm water management. As a result of the delays, the interest reserve was exhausted, causing the loan to go into interest payment default. We believe that the permitting process is back on track, and that the national homebuilder is prepared to purchase the raw lots, once they go to record plat, at a price significantly higher than the original price for the developed lots. Our borrower is currently negotiating with a lender to provide subordinated debt financing to fund the project until it gets to record plat. We believe that these issues will be resolved within the next six months. Ultimately, we believe we will receive all interest and principal on this loan, although there can be no assurance that that will be the case.

Total deposits were $41,757,224 at March 31, 2005, which represents a $7,186,931 or 20.8% increase from $34,570,293 of total deposits at December 31, 2004. The growth in deposits is the result of offering premium rate certificates of deposit through an Internet-based service and through print advertising in local newspapers.

Our net interest margin was 3.71% for the three months ended March 31, 2005, compared to 2.54% for the three months ended March 31, 2004. This increase in our net interest margin is due primarily to the 101.7% increase in average loans in the first quarter of 2005 compared to the first quarter of 2004. Market interest rates increased between the quarters ended March 31, 2005 and March 31, 2004, resulting in an increase in our yield on our interest earning assets from 5.33% in the first three months of 2004 to 6.54% in the first three months of 2005. Correspondingly, our rate on interest bearing deposits increased to 3.29% in the three months ended March 31, 2005, from 3.00% for the three months ended March 31, 2004. Also contributing to the higher costs of interest bearing deposits was our successful marketing of higher cost certificates of deposit that represented most of the growth in deposits as noted in the previous paragraph.

Results of Operations

Net Interest Income

Net interest income is the difference between interest revenue on assets and the cost of funds supporting those assets. Earning assets are comprised primarily of loans, investments and federal funds sold; interest-bearing deposits make up the cost of funds. Noninterest bearing deposits and capital are also funding sources. Changes in the volume and mix of earning assets and funding sources along with changes in associated interest rates determine changes in net interest income.

Net interest income for the three months ended March 31, 2005, increased 136.2% to $371,785 from $157,394 for the three months ended March 31, 2004.

The increase is primarily attributable to an increase in interest revenue from loans and leases. Average loans increased by 101.7% in the first quarter of 2005 compared to the first quarter of 2004. Market interest rates increased between the quarters ended March 31, 2005 and March 31, 2004, resulting in an increase in our yield on our interest earning assets from 5.33% in the first three months of 2004 to 6.54% in the first three months of 2005. Correspondingly, our rate on interest bearing deposits increased to 3.29% in the three months ended March 31, 2005, from 3.00% for the three months ended March 31, 2004. In general, market interest rates have increased due to Federal Reserve actions increasing the target for the federal funds rate from 1.00% as of March 31, 2004 to its current target rate of 3.00% as of May 3, 2005. Also contributing to the higher costs of interest bearing deposits was our successful marketing of higher costs certificates of deposit that represented most of the growth in deposits.

Interest revenue increased 98.9% for the three months ended March 31, 2005, from $329,712 for the three months ended March 31, 2004, to $655,944 for the three months ended March 31, 2005. Interest revenue from loans and leases increased 101.6% for the three months ended March 31, 2005, from $297,885 for the three months ended March 31, 2004, to $600,559 for the three months ended March 31, 2005. This increase is attributable to an increase in average loans outstanding from $15,649,143 for the three months ended March 31, 2004, to $31,567,233 for the three months ended March 31, 2005. Interest revenue from federal funds sold increased as the yield was 2.50% for the three months ended March 31, 2005, compared to 1.15% for the three months ended March 31, 2004.

Interest expense amounted to $284,159 for the three months ended March 31, 2005, which was $111,841 higher than the $172,318 amount for the three months ended March 31, 2004. The increase in interest expense was the result of an increase in the average rate paid on interest bearing deposits from 3.00% for the three months ended March 31, 2004, compared to 3.29% for the three months ended March 31, 2005. Also contributing to the increase in interest expense was the $11,995,745 increase in average interest bearing deposits to $35,029,448 for the three months ended March 31, 2005, from $23,033,703 for the three months ended March 31, 2004.

The following table illustrates average balances of total interest earning assets and total interest bearing liabilities for the periods indicated, showing the average distribution of assets, liabilities, stockholders’ equity and related revenue, expense and corresponding weighted average yields and rates. The average balances used in this table and other statistical data were calculated using average daily balances.

Average Balances, Interest, and Yields


	Three Months Ended March 31,
	2005							2004
	Average balance			Interest		Yield/ Rate		Average balance			Interest		Yield/ Rate
Assets:
Federal Funds Sold and FHLB deposit	$	7,318,249		$	45,175	2.50	%	$	7,472,634		$	21,490	1.15	%
FHLB and FRB dividends		186,073			2,579	5.62	%		158,758			1,885	4.76	%

Investment Securities
Mortgage backed		141			—	0.00	%		13,990			112	3.21	%
Preferred trust		296,667			7,417	10.14	%		300,000			7,500	10.03	%
Equity security		30,000			214	2.89	%		30,000			840	11.23	%

Total investment securities		326,808			7,631	9.47	%		343,990			8,452	9.86	%

Loans held for sale		1,266,276			20,185	6.46	%		1,184,574			23,416	7.93	%

Loans:
Residential real estate		14,778,838			281,882	7.74	%		3,288,132			70,435	8.59	%
Construction and land development		4,084,375			52,350	5.20	%		749,000			8,911	4.77	%
Commercial, including real estate		6,214,138			141,657	9.25	%		5,761,265			97,113	6.76	%
Commercial finance leases		3,534,784			61,802	7.09	%		4,658,899			83,323	7.17	%
Home equity		2,633,916			37,570	5.78	%		916,109			9,718	4.25	%
Installment		321,182			5,113	6.46	%		275,738			4,969	7.23	%

Total loans		31,567,233			580,374	7.46	%		15,649,143			274,469	7.03	%

Total interest earning assets		40,664,639			655,944	6.54	%		24,809,099			329,712	5.33	%

Allowance for loan and lease losses		(315,152	)						(290,966	)
Noninterest-bearing cash		722,982							1,755,320
Premises and equipment		954,270							860,950
Other assets		581,570							333,615

Total assets		42,608,309							27,468,018

Liabilities and Stockholders’ Equity
Interest-bearing Deposits
Savings		5,741,918			25,826	1.82	%		5,843,220			12,138	0.83	%
NOW, money market and escrow		2,346,764			10,281	1.78	%		1,026,325			2,609	1.02	%
Certificates of deposit		26,940,766			248,052	3.73	%		16,164,158			157,571	3.91	%

Total interest-bearing deposits		35,029,448			284,159	3.29	%		23,033,703			172,318	3.00	%
Noninterest-bearing deposits		2,046,809			—				1,761,988			—

		37,076,257			284,159	3.11	%		24,795,691			172,318	2.79	%

Other liabilities		143,384							158,881
Stockholders’ equity		5,388,668							2,513,446

Total Liabilities and Stockholders’ Equity	$	42,608,309						$	27,468,018

Net interest spread						3.43	%						2.54	%
Net interest income				$	371,785						$	157,394

Net margin on earning assets						3.71	%						2.54	%

Provision for Loan and Lease Losses and Analysis of Allowance for Loan and Lease Losses

Lending involves a risk that our loans and leases may not be repaid in full and a credit loss will result. Credit losses occur in varying amounts according to, among other factors, the type of loans being made, the credit-worthiness of the borrowers over the term of the loans, the quality of the collateral for the loan, if any, as well as general economic conditions. We maintain a reserve account for credit losses called the allowance for loan and lease losses, and charge all probable credit losses against this account in accordance with regulatory guidance, industry standards, and generally accepted accounting principles. We charge a provision for loan and lease losses to earnings to maintain our allowance for loan and lease losses at a level that we consider to represent our best estimate of the losses known and inherent in the portfolio that are both probable and reasonable to estimate, based on, among other factors, prior loss experience, volume and type of lending conducted, industry standards, economic conditions (particularly as such conditions relate to AmericasBank’s market area), regulatory guidance, the financial condition of the borrower, historical payment performance and the collateral securing the loans and leases. Recoveries on loans previously charged off are added back to the allowance.

There was no provision for loan and lease losses for the three months ended March 31, 2005, compared to $5,000 for the three months ended March 31, 2004. The determination not to provide a provision in the first quarter of 2005 was based on our risk assessment of the portfolio. During the first three months of 2005, we had nominal chargeoffs and no recoveries compared to no chargeoffs and $14,250 in recoveries for the first three months of 2004.

We have developed a methodology for evaluating the adequacy of the allowance for loan and lease losses that distinguishes between credits evaluated as a group by either loan or risk rating category and those evaluated individually. We have predetermined allowance percentages based on credit types and for each risk rating category. All loans and leases are assigned a risk rating when they are made. This risk rating is reassessed by management periodically using the various evaluation factors mentioned above. Loans and leases that exhibit an acceptable level of risk per our internal risk grading system are grouped by category and assigned a standard reserve percentage when assessing the adequacy of the allowance for loan and lease losses. Loans and leases that are adversely risk-rated, or exhibit characteristics that suggest we have a heightened risk of default, are evaluated separately from non-adversely risk rated credits. Each adversely risk rated credit is assigned a standard reserve based on its risk rating or a special reserve based on an assessment of the specific risk factors related to that credit, which may be greater or lesser than the standard reserve for that risk rating.

The predetermined percentages that we use are based on management’s judgment as to appropriate reserve percentages for various categories of loans, and adjusting those values based on the following: historical losses in each category, historical and current delinquency in each category, underwriting standards in each category, comparison of our losses and delinquencies to peer group performance and an assessment of the likely impact of economic and other external conditions on the performance of each category.

A test of the adequacy of the allowance for loan and lease losses is performed and reported to the Board of Directors on a monthly basis by our senior lending officer. Our senior lending officer will recommend an increase or decrease in the provision and the board will approve or disapprove the recommendation based on a discussion of the risk factors. We believe that we use the most reliable information available to us to make a determination with respect to the allowance for loan and lease losses, recognizing that the determination is inherently subjective and that future adjustments may be necessary depending upon, among other factors, a change in economic conditions of specific borrowers or generally in the economy, and new information that becomes available to us. However, there are no assurances that the allowance for loan and lease losses will be sufficient to absorb losses on nonperforming assets, or that the allowance will be sufficient to cover losses on nonperforming assets in the future.

The allowance for loan and lease losses represented 0.94% and 0.99% of total loans at March 31, 2005, and December 31, 2004, respectively. AmericasBank has no exposure to foreign countries or foreign borrowers. Management believes that the current allowance for loan and lease losses is adequate.

The changes in the allowance for loan and lease losses are presented in the following table:


	Three Months Ended March 31,						Year Ended December 31,
	2005			2004			2004
Balance, beginning of year	$	315,127		$	275,077		$	275,077
Provision charged to operations		—			5,000			20,000
Recoveries		—			14,250			20,407

		315,127			294,327			315,484
Loans charged off		45			—			357

Balance, end of year	$	315,082		$	294,327		$	315,127

Allowance for loan and lease losses to total loans		0.94	%		1.90	%		0.99	%

Loans past due 90 days or more and still accruing interest	$	—		$	7,144		$	121,616

Loans classified as nonaccrual and the associated unrecorded interest is as follows:


	March 31,				December 31,
	2005		2004		2004
Nonaccrual loans	$	622,761	$	35,000	$	54,126
Unrecorded interest on nonaccrual loans		17,440		2,626		6,521

Noninterest Revenue

Noninterest revenue consisted primarily of mortgage banking gains and fees from the sale of mortgage loans, and service charges on deposit accounts, which includes debit card fees and ATM fees. Noninterest revenues amounted to $131,946 for the three months ended March 31, 2005, an increase of $97,617 from the same period in 2004 of $34,329. The increase was from a $95,685 increase in realized gains and fees on the sale of mortgage loans to $119,298 for the three months ended March 31, 2005, from $23,613 for the three months ended March 31, 2004. We had four mortgage loan originators during the first quarter of 2005 compared to one during the first quarter of 2004. Service charges on deposit accounts and other fees increased by $1,932 to $12,648 in the three months ended March 31, 2005, compared $10,716 during the same period in 2004. The increase was primarily from ATM service charges.

Noninterest Expenses

Noninterest expenses for the three months ended March 31, 2005, amounted to $656,238 compared to $591,566 in the same period in 2004, an increase of $64,672. Employee benefits increased $24,016 to $80,506 for the three months ended March 31, 2005 compared to $56,490 for the three months ended March 31, 2004. The increase was mainly in payroll taxes, our IRA match, and health care benefits. Occupancy increased $14,629 to $46,366 for the three months ended March 31, 2005 compared to $31,737 for the three months ended March 31, 2004. This increase is primarily from additional rent associated with our Towson mortgage office. Furniture and equipment increased $9,173 to $30,501 for the three months ended March 31, 2005 compared to $21,328 for the three months ended March 31, 2004. Certain expenses associated with our renovation of 500 York Road were expensed in the first quarter of 2005. Other expense increased $51,784 to $211,309 for the three months ended March 31, 2005 compared to $159,525 for the three months ended March 31, 2004. Increases in this expense category were associated with software depreciation, data processing fees, insurance, and professional services.

Salaries decreased $34,930 to $287,556 for the three months ended March 31, 2005 compared to $322,486 for the three months ended March 31, 2004. Beginning in December 2004, we re-evaluated our cost basis for originating or acquiring loans and leases to include the deferral of direct salaries. Approximately $40,824 in direct salary expenses was

deferred in the first quarter of 2005 compared to none in 2004. Also in the first quarter of 2004 we expensed approximately $60,000 to provide severance benefits associated with our restructuring of certain staff positions.

Analysis of Financial Condition

Investment Securities

AmericasBank’s portfolio has consisted primarily of U.S. government agency securities, mortgage-backed securities and certain equity securities. The portfolio provides a source of liquidity and a means of diversifying AmericasBank’s earning assets. While we generally intend to hold the investment portfolio assets until maturity, we classify the entire portfolio as available for sale. We account for securities so classified at fair value and report the unrealized appreciation and depreciation as a separate component of stockholders’ equity. In the past, we held securities classified as held to maturity, which we accounted for at amortized cost. AmericasBank invests in securities for the yield they produce and not to profit from trading the securities. There are no trading securities in the portfolio.

The investment portfolio at March 31, 2005, amounted to $30,000, a decrease of $318,182, from $348,182 at December 31, 2004. All securities at March 31, 2005, and December 31, 2004, were classified as available for sale. The majority of the decrease was related to the redeemable preferred trust investment security issued by Provident Trust II, a subsidiary of Provident Bankshares Corporation. On March 31, 2005, the security was redeemed at par. We invested the proceeds from this security in federal funds pending their use to fund loan growth.

Loan Portfolio

Loans and leases, net of allowance, unearned fees and origination costs increased $1,993,710 or 6.4% to $33,238,872 at March 31, 2005, from $31,245,162 at December 31, 2004.

Residential real estate loans decreased by $363,156 (2.3%), construction and land development loans increased by $265,326 (6.7%), commercial loans including commercial real estate loans increased by $1,235,909 (21.7%), commercial finance leases decreased by $406,882 (10.9%), home equity loans increased by $1,265,655 (58.3%) and installment loans decreased by $15,709 (4.3%) from their respective balances at December 31, 2004. Going forward, we expect to continue to see wide changes in our loan categories as we experience scheduled payoffs and as we grow our loan portfolio.

Loans secured by real estate comprise the majority of the loan portfolio. AmericasBank’s loan customers are generally located in the greater Baltimore metropolitan area.

The following table summarizes the composition of the loan portfolio by dollar amount and percentages:


	Loan Portfolio
	March 31 2005			%		December 31, 2004			%
Residential real estate	$	15,380,842		45.66	%	$	15,743,998		49.67	%
Construction and land development		4,241,141		12.59	%		3,975,815		12.54	%
Commercial, including real estate		6,924,226		20.56	%		5,688,317		17.94	%
Commercial finance leases		3,344,725		9.93	%		3,751,607		11.84	%
Home equity		3,437,316		10.21	%		2,171,661		6.85	%
Installment		353,442		1.05	%		369,151		1.16	%

		33,681,692		100.00	%		31,700,549		100.00	%

Deferred loan origination fees, net of cost		(127,738	)				(140,260	)
Allowance for loan and lease losses		(315,082	)				(315,127	)

	$	33,238,872				$	31,245,162

We perform monthly reviews of all delinquent loans and leases and relationship officers are charged with working with customers to resolve potential credit issues and payment delinquency in a timely manner. We generally

classify loans and leases as nonaccrual when collection of full principal and interest under the original terms of the credit is not expected or payment of principal or interest has become 90 days past due. Classifying a credit as nonaccrual results in us no longer accruing interest on such loan or lease and reversing any interest previously accrued but not collected. We will generally restore a nonaccrual loan or lease to accrual status when delinquent principal and interest payments are brought current and we expect to collect future monthly principal and interest payments in a timely manner and in accordance with the original repayment schedule. Generally, we credit all interest payments received on nonaccruing credits to the principal balance of the loan or lease to reduce our credit exposure. If we have collateral that mitigates our credit exposure, we may recognize interest as income when received.

As of March 31, 2005, and December 31, 2004, the balances of our nonaccrual loans were $622,761 and $54,126, respectively. The substantial increase in nonaccrual loans was related to one loan in which we held an approximately 10% participation. Our loan balance to this borrower was $587,761 at March 31, 2005.

We apply the provisions of Statement of Financial Accounting Standards No. 114 (“SFAS No. 114”),“Accounting by Creditors for Impairment of a Loan,” as amended by Statement of Financial Accounting Standards No. 118 (“SFAS No. 118”),“Accounting by Creditors for Impairment of a Loan-Income Recognition and Disclosure.” SFAS No. 114 and SFAS No. 118 require that impaired loans, which consist of all modified loans and other loans for which collection of all contractual principal and interest is not probable, be measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate, or at the loan’s observable market price or the fair value of the collateral if the loan is collateral dependent. If the measure of the impaired loan is less than the recorded investment in the loan, an impairment is recognized through a valuation allowance and corresponding provision for loan and lease losses. We write off impaired loans when collection of the loan is doubtful. We generally classify nonaccrual loans and leases as impaired. As of March 31, 2005, and December 31, 2004, no credit had been identified as impaired other than the nonaccrual loans and leases described above.

We classify any property acquired as a result of foreclosure on a mortgage loan as foreclosed real estate and record it at the lower of the unpaid principal balance or fair value at the date of acquisition and subsequently carry the property at the lower of cost or net realizable value. We charge any required write-down of the loan to its net realizable value against the allowance for loan and lease losses at the time of foreclosure. We charge to expense any subsequent adjustments to net realizable value. Upon foreclosure, we generally require an appraisal of the property and, thereafter, appraisals of the property on at least an annual basis and external inspections on at least a quarterly basis. As of March 31, 2005, and December 31, 2004, we had no foreclosed real estate.

Deposits

We seek deposits within our market area by paying competitive interest rates and offering high quality customer service. In conjunction with our growth strategy, we offer premium rate certificates of deposit to support loan growth.

In the third quarter of 2004, we began using a web-based service to offer our certificates of deposit. The interest rate offered on these certificates of deposit is higher than what we would typically pay within our market. We have employed this service as an interim strategy to support our loan growth plans and view it as a cost effective and efficient process to raise deposits for specific terms.

At March 31, 2005, our total deposits have increased by $7,186,931 to $41,757,224 from $34,570,293 at December 31, 2004. This increase was primarily from an increase in our interest bearing deposits of $7,339,195 to $39,683,266 at March 31, 2005, from $32,344,071 at December 31, 2004. A majority of the increase was in certificates of deposit. The growth in certificates of deposit was related to the web-based service and print advertising in local newspapers.

Due to our current financial condition, we were advised by our regulators that, without regulatory approval, we should limit the use of brokered deposits to $3,200,000. We do not believe that this regulatory restriction will adversely impact our ability to grow deposits as we believe we can offer competitively priced certificates of deposit, including certificates of deposit with premium rates, which would not be considered brokered deposits by our regulators. However, paying premium rates on certificates of deposit will likely increase our interest expense and negatively impact our net interest margin

Borrowings

On July 12, 2002, the Federal Home Loan Bank of Atlanta rescinded our line of credit because of our financial condition. During 2004, we initiated discussions with the Federal Home Loan Bank of Atlanta to re-establish our line of credit. The line was not re-established due to our continuing operating losses. When we achieve breakeven profitability, we hope to be successful in reinstating our line of credit with the Federal Home Loan Bank, but there can be no assurance that we will be successful in our efforts.

Liquidity

Our overall asset/liability strategy takes into account our need to maintain adequate liquidity to fund asset growth and deposit runoff. We monitor our federal funds sold position on a daily basis in that this is our primary source of liquidity. From time to time we may sell or participate out loans to create additional liquidity as required. Additional liquidity is also available from our loans held for sale, which amounted to $1,438,792 at March 31, 2005. We have no other sources of liquidity, such as lines of credit or correspondent relationships with other financial institutions.

Our immediate sources of liquidity are cash and due from banks and short term investments. As of March 31, 2005, we had $1,586,758 in cash and due from banks, and $9,100,249 in federal funds sold and deposits at the Federal Home Loan Bank.

We have sufficient liquidity to meet our loan commitments as well as fluctuations in deposits. We usually retain maturing certificates of deposit as we offer competitive rates on certificates of deposit. We are not aware of any demands, trends, commitments, or events that would result in our inability to meet anticipated or unexpected liquidity needs. Although we do not have a line of credit and are limited in our use of brokered certificates of deposit, because of our large relative amount of federal funds sold, we believe that we can adequately satisfy all of our commitments.

Capital

Our stockholders’ equity amounted to $5,266,260 at March 31, 2005, a decrease of $129,544 from the $5,395,804 reported at December 31, 2004.

The following table shows our regulatory capital ratios and the minimum capital ratios currently required by our banking regulator to be “well capitalized” and “adequately capitalized.” The table provides information for AmericasBank Corp.


	Risk Based Capital Analysis
*(dollars in thousands)*	March 31, 2005			December 31, 2004
Tier 1 Capital:
Common stock	$	38		$	38
Capital surplus		11,462			11,421
Retained earnings		(6,233	)		(6,081	)
Less: disallowed assets		(295	)		(295	)

Total Tier 1 Capital		4,972			5,083

Tier 2 Capital:
Allowance for loan and lease losses		315			315

Total Risk Based Capital	$	5,287		$	5,398

Risk weighted assets	$	31,139		$	27,075


					Regulatory Minimum to be
					Well Capitalized		Adequately Capitalized
Capital Ratios:
Total risk based capital ratio	16.98	%	19.94	%	10.00	%	8.00	%
Tier 1 risk based capital ratio	15.96	%	18.77	%	6.00	%	4.00	%
Leverage ratio	11.75	%	13.19	%	5.00	%	4.00	%

Reconciliation of Non-GAAP Measures

Below is a reconciliation of our losses with and without application of SFAS No. 123 for the quarter ended March 31, 2005 and March 31, 2004, respectively:


	March 31, 2005			March 31, 2004
Losses without adopting SFAS No. 123	$	(111,784	)	$	(363,060	)
Additional expense as a result of adoption of SFAS No. 123		(40,723	)		(41,783	)

Losses with adoption of SFAS No. 123	$	(152,507	)	$	(404,843	)

Application of Critical Accounting Policies

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America and follow general practices within the industry in which we operate. Application of these principles requires management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements could reflect different estimates, assumptions, and judgments. Certain policies inherently have a greater reliance on the use of estimates, assumptions, and judgments and as such have a greater possibility of producing results that could be materially different than originally reported. Estimates, assumptions, and judgments are necessary when assets and liabilities are required to be recorded at fair value, when a decline in the value of an asset not carried on the financial statements at fair value warrants an impairment write-down or valuation reserve to be established, or when an asset or liability needs to be recorded contingent upon a future event. Carrying assets and liabilities at fair value inherently results in more financial statement volatility. The fair values and the information used to record valuation adjustments for certain assets and liabilities are based either on quoted market prices or are provided by other third-party sources, when available.

The allowance for loan and lease losses represents management’s best estimate of losses known and inherent in the loan and lease portfolio that are both probable and reasonable to estimate, based on, among other factors, prior loss experience, volume and type of lending conducted, industry standards, economic conditions (particularly as such conditions relate to AmericasBank’s market area), regulatory guidance, the financial condition of the borrower, historical

payment performance and the collateral securing the loans and leases. Determining the amount of the allowance for loan and lease losses is considered a critical accounting estimate because it requires significant estimates, assumptions and judgment. The loan and lease portfolio also represents the largest asset type on the balance sheets.

We have developed a methodology for evaluating the adequacy of the allowance for loan and lease losses that distinguishes between credits evaluated as a group by either loan or risk rating category and those evaluated individually. We have predetermined allowance percentages based on credit types and for each risk rating category. All loans and leases are assigned a risk rating when they are made. This risk rating is reassessed by management periodically using the various evaluation factors mentioned above. Loans and leases that exhibit an acceptable level of risk per our internal risk grading system are grouped by category and assigned a standard reserve percentage when assessing the adequacy of the allowance for loan and lease losses. Loans and leases that are adversely risk-rated, or exhibit characteristics that suggest we have a heightened risk of collection, are evaluated separately from non-adversely risk rated credits. Each adversely risk rated credit is assigned a standard reserve based on its risk rating or a special reserve based on an assessment of the specific risk factors related to that credit, which may be greater or lesser than the standard reserve for that risk rating.

Management has significant discretion in making the judgments inherent in the determination of the provision and allowance for loan and lease losses, including in connection with the valuation of collateral and the financial condition of the borrower, and in establishing allowance percentages and risk ratings. The establishment of allowance factors is a continuing exercise and allowance factors may change over time, resulting in an increase or decrease in the amount of the provision or allowance based upon the same volume and classification of loans.

Changes in allowance factors or in management’s interpretation of those factors will have a direct impact on the amount of the provision, and a corresponding effect on income and assets. Also, errors in management’s perception and assessment of the allowance factors could result in the allowance not being adequate to cover losses in the portfolio, and may result in additional provisions or charge-offs, which would adversely affect income and capital. For additional information regarding the allowance for loan and lease losses, see the “Provision for Loan and Lease Losses and Analysis of Allowance for Loan and Lease Losses” section of this financial review.

The Financial Accounting Standards Board encourages use of a fair value based method of accounting for stock options. In prior periods AmericasBank Corp. had elected to use the intrinsic value method to account for stock-based employee compensation plans in accordance with Accounting Principles Board Opinion No. 25,Accounting for Stock Issued to Employees for 2004. Under this method, compensation cost is recognized for awards of shares of common stock to employees only if the quoted market price of the stock at any measurement date is greater than the amount the employee must pay to acquire the stock. As permitted, AmericasBank Corp. elected to adopt the disclosure-only provisions of SFAS No. 123,Accounting for Stock-Based Compensation.

Effective January 1, 2005, AmericasBank Corp. began recognizing expense for stock-based compensation using the fair value based method of accounting described in Statement of Financial Accounting Standards (“SFAS”) No. 123,Accounting for Stock-Based Compensation, as amended. We have chosen the retroactive restatement method described in SFAS No. 148,Accounting for Stock-Based Compensation — Transition and Disclosure, which amended SFAS No. 123. As a result, financial information for all prior periods presented have been restated to reflect the salaries and employee benefits expense that would have been recognized had the recognition provisions of SFAS No. 123 been applied to all awards granted to employees. The use of the retroactive restatement method resulted in the restatement of previously reported balances of additional paid-in capital and accumulated deficit. As of December 31, 2004, previously reported additional paid-in capital was increased by $286,910 and accumulated deficit was increased by the same amount. As of December 31, 2003, previously reported additional paid-in capital was increased by $48,553, and accumulated deficit was increased by the same amount.

The value of the options was estimated using the Black-Scholes option pricing model with the option life estimated at 10 years. There were no modifications made to outstanding share options prior to the adoption of the fair value method. The compensation expense not yet recognized as of March 31, 2005, was approximately $475,600.

AmericasBank Corp. has recorded a 100% valuation allowance against the net deferred tax asset since it is more likely than not that it will not be realized. At December 31, 2004 and 2003, AmericasBank Corp. has net operating loss carryforwards of approximately $5,225,558 and $4,058,011 available to offset future taxable income. The current carryforwards will expire beginning in 2017.

Goodwill represents the cost in excess of the fair value of net assets acquired (including identifiable intangibles) in transactions accounted for as purchases. SFAS No. 142,Goodwill and Other Intangible Assets, requires that goodwill

no longer be amortized over an estimated useful life, but rather be tested at least annually for impairment. Impairment is the condition that exists when the carrying amount of goodwill exceeds its implied fair value. The implied fair value of goodwill is the amount determined by deducting the estimated fair value of all tangible and identifiable intangible net assets of the reporting unit to which goodwill has been allocated from the estimated fair value of the reporting unit. If the recorded value of goodwill exceeds its implied value, an impairment charge is recorded for the excess. Goodwill of $266,985 was recorded when we acquired certain assets and assumed certain liabilities of uvm Mortgage Marketing in October 2004. The goodwill will be tested at least annually for impairment.

Off-Balance Sheet Arrangements

AmericasBank is a party to financial instruments with off-balance sheet risk in the normal course of business. These financial instruments primarily may include loan commitments, lines of credit, including home-equity lines and commercial lines, and letters of credit. AmericasBank uses these financial instruments to meet the financing needs of its customers. These financial instruments involve, to varying degrees, elements of credit, interest rate, and liquidity risk. These do not represent unusual risks and management does not anticipate any accounting losses which would have a material effect on AmericasBank.

Outstanding loan commitments and lines and letters of credit at March 31, 2005, are as follows:


Loan commitments	$	1,009,735
Unused lines of credit	$	6,827,395
Letters of credit	$	66,532

Loan commitments are agreements to lend to a customer as long as there is no violation of any condition established in the contract. AmericasBank generally requires collateral to support financial instruments with credit risk on the same basis as it does for on-balance sheet instruments. The collateral is based on management’s credit evaluation of the counter party. Loan commitments generally have interest rates at current market amounts, fixed expiration dates or other termination clauses and may require payment of a fee. Unused lines of credit represent the amount of credit available to the customer so long as there is no violation of any contractual condition. These lines generally have variable interest rates. Since many of the commitments are expected to expire without being drawn upon, and since it is unlikely that customers will draw upon their lines of credit in full at any time, the total commitment amount or line of credit amount does not necessarily represent future cash requirements. The Company is not aware of any loss it would incur by funding its commitments or lines of credit.

Letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. AmericasBank’s exposure to credit loss in the event of nonperformance by the customer is the contract amount of the commitment. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.

In general, loan commitments, credit lines and letters of credit are made on the same terms, including with respect to collateral, as outstanding loans. Each customer’s credit-worthiness and the collateral required is evaluated on a case-by-case basis.

Information Regarding Forward-Looking Statements

In addition to the historical information contained in Part I of this Quarterly Report on Form 10-QSB, the discussion in Part I of this Quarterly Report on Form 10-QSB contains certain forward-looking statements. The statements presented herein with respect to, among other things, AmericasBank Corp.’s plans, objectives, expectations and intentions, including statements regarding profitability, liquidity, allowance for loan and lease losses, interest rate sensitivity, market risk and financial and other goals are forward looking. These statements are based on AmericasBank Corp.’s beliefs, assumptions and on information available to AmericasBank Corp. as of the date of this filing, and involve risks and uncertainties. These risks and uncertainties include, among others, those discussed in this Quarterly Report on Form 10-QSB; risk that we may continue to incur losses; the need for additional capital; risks related to the inability to implement strategic initiatives; the dependence on key personnel; operating restrictions as a result of the Written Agreement with the Federal Reserve Bank of Richmond and the Maryland Division of Financial Regulation; possible action by U.S. Department of Housing and Urban Development as a result of RESPA violations; risks related to operating as a correspondent lender; inability to use brokered deposits without regulatory approval; fluctuations in market rates of interest and the effect on loan and deposit pricing; effect on operations of a low lending limit; effect on operations of a lack of a credit facility; sufficiency of the allowance for loan and lease losses; credit risk related to the

leasing companies with which we have extended credit; reliance on third party vendors; adverse economic conditions in our market area; competitive factors within the financial services industry; changes in regulatory requirements and/or restrictive banking legislation; and the effect of developments in technology on our business.

For a more complete discussion of some of these risks and uncertainties see the discussion under the caption “Factors Affecting Future Results” in AmericasBank Corp.’s Annual Report on Form 10-KSB.

AmericasBank Corp.’s actual results could differ materially from those discussed herein and you should not put undue reliance on any forward-looking statements. All forward-looking statements speak only as of the date of this filing, and AmericasBank Corp. undertakes no obligation to make any revisions to the forward-looking statements to reflect events or circumstances after the date of this filing or to reflect the occurrence of unanticipated events.

Item 3. Controls and Procedures

As of the end of the period covered by this quarterly report on Form 10-QSB, AmericasBank Corp.’s Chief Executive Officer and Chief Financial Officer evaluated the effectiveness AmericasBank Corp.’s disclosure controls and procedures. Based upon that evaluation, AmericasBank Corp.’s Chief Executive Officer and Chief Financial Officer concluded that AmericasBank Corp.’s disclosure controls and procedures are effective. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by AmericasBank Corp. in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

In addition, there were no changes in AmericasBank Corp.’s internal controls over financial reporting (as defined in Rule 13a-15 or Rule 15d-15 under the Securities Act of 1934, as amended) during the quarter ended March 31, 2005, that have materially affected, or are reasonably likely to materially affect, AmericasBank Corp.’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Securities Holders.

None.

Item 5. Other Information.

None.

Item 6. Exhibits.

(a)

Exhibits.


31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	AmericasBank Corp.

Date: May 13, 2005	By:	/s/ Mark H. Anders
		Mark H. Anders, President
		(Principal Executive Officer)

Date: May 13, 2005	By:	/s/ A. Gary Rever
		A. Gary Rever, Chief Financial Officer
		(Principal Accounting and Financial Officer)

Americasbank (AMAB) Inactive 10QSB2005 Q1 Quarterly report (small business)