ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On August 31, 2009, the Registrant and its wholly-owed subsidiary, Victory State Bank, publicly announced that Jonathan B. Lipschitz, CPA, age 53, has been appointed Vice President, Controller and Principal Accounting Officer of both the Registrant and Victory State Bank. Mr. Lipschitz will serve at the pleasure of the Board of Directors.

Mr. Lipschitz, 53, has more than 24 years experience in banking in various financial capacities. Prior to joining the Registrant, he had been CFO for TAOCON, Inc., a construction company, since 2008. Prior to that, he was CFO/Business Manager - Commercial Bank Unit for JPMorgan Chase and held various other positions in JPMorgan Chase from 1984 through 2008. Mr. Lipschitz is a Certified Public Accountant in the states of New York and New Jersey and he is a member of the AICPA, the NYSSCPA and the NJSCPA. Mr. Lipschitz graduated from Ithaca College with a Bachelor of Science in Accounting.

Neither the Registrant nor Victory State Bank has any outstanding loans or other transactions with Mr. Lipschitz.

Mr. Lipschitz was appointed on August 11, 2009 effective August 31, 2009. In accordance with the instructions to Item 5.02(c), the Registrant delayed the filing of this report until a public announcement of the appointment was made.