S-1/A

As filed with the Securities and Exchange Commission on June 6, 2006.

Registration No. 333-133542

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Goldleaf Financial Solutions, Inc.

(formerly named Private Business, Inc.)

(Exact name of registrant as specified in its charter)

Tennessee	7372	62-1453841
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

9020 Overlook Boulevard, Third Floor

Brentwood, Tennessee 37027

(615) 221-8400

(Address, including zip code and telephone number,

including area code, of registrant’s principal executive offices)

G. Lynn Boggs

Chief Executive Officer

Goldleaf Financial Solutions, Inc.

9020 Overlook Boulevard, Third Floor

Brentwood, Tennessee 37027

(615) 221-8400

(Name, address, including zip code and telephone number,

including area code, of agent for service)

Copies to:

Charles D. Vaughn, Esq.
Nelson Mullins Riley & Scarborough LLP
999 Peachtree Street, Suite 1400
Atlanta, Georgia 30309
(404) 817-6000 Babak Yaghmaie, Esq.
Pillsbury Winthrop Shaw Pittman LLP
1540 Broadway
New York, New York 10036-4039
(212) 858-1000

     Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    o

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

     If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

     If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

CALCULATION OF REGISTRATION FEE

	Proposed Maximum	Amount of
Title of Each Class of	Aggregate Offering	Registration
Securities to be Registered	Price(1)	Fee(2)
Common Stock, no par value per share	$86,250,000	$9,229

(1)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933.
(2)	Previously paid.

     The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor is it soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JUNE 6, 2006

PRELIMINARY PROSPECTUS

                   Shares

Common Stock

       Goldleaf Financial Solutions, Inc. is offering                 shares of common stock, no par value per share.

      Our shares of common stock are listed on the Nasdaq Capital Market under the symbol “GFSI.” The last reported sale price of our common stock on the Nasdaq Capital Market on June 2, 2006 was $9.15 per share, as adjusted for the one-for-five reverse stock split that will occur before the closing of this offering. We have applied to list our common stock on the Nasdaq National Market.

      Investing in our common stock involves risks. See “Risk Factors” beginning on page 10 to read about factors and material risks that you should consider before buying our shares of common stock.

	Per Share	Total
Public offering price	$	$
Underwriting discounts and commissions	$	$
Proceeds, before expenses, to us	$	$

      Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

      We have granted the underwriters a 30-day option to purchase up to an aggregate of                additional shares of our common stock at the public offering price, less the underwriting discounts and commissions, solely to cover over-allotments, if any.

      We expect that the shares of our common stock will be ready for delivery to purchasers on or about                     , 2006.

Friedman Billings Ramsey

    JMP Securities

D.A. Davidson & Co.

The date of this prospectus is                     , 2006

TABLE OF CONTENTS

PROSPECTUS SUMMARY	1
SUMMARY CONSOLIDATED FINANCIAL DATA	7
RISK FACTORS	10
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	25
USE OF PROCEEDS	26
CAPITALIZATION	27
PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY	29
SELECTED CONSOLIDATED FINANCIAL DATA	30
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	33
BUSINESS	54
MANAGEMENT	63
EXECUTIVE COMPENSATION	68
PRINCIPAL SHAREHOLDERS	74
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	77
DESCRIPTION OF CAPITAL STOCK	85
SHARES ELIGIBLE FOR FUTURE SALES	90
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF COMMON STOCK	93
UNDERWRITING	97
LEGAL MATTERS	100
EXPERTS	100
WHERE YOU CAN FIND MORE INFORMATION	100
INDEX TO FINANCIAL STATEMENTS	F-1
EX-4.1 FORM OF CERTIFICATE OF COMMON STOCK OF REGISTRANT
EX-21.1 SUBSIDIARIES OF THE REGISTRANT
EX-23.1 CONSENT OF GRANT THORNTON LLP
EX-23.2 CONSENT OF ERNST & YOUNG LLP
EX-23.3 CONSENT OF STOCKMAN KAST RYAN & CO., LLP

      You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with additional information or information that is different from that contained in this prospectus. We are offering to sell, and seeking offers to buy, shares of our common stock only in those jurisdictions where those offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time and delivery of this prospectus or of any sale of shares of common stock offered by this prospectus.

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PROSPECTUS SUMMARY

      The following is a brief summary of selected contents of this prospectus. It does not contain all of the information that may be important to you. You should read the entire prospectus, including our consolidated financial statements and related notes appearing elsewhere in this prospectus. You should carefully consider, among other things, the matters discussed under the caption “Risk Factors” before making an investment decision.

Overview

      We provide a suite of technology-based products and services that help community financial institutions serve their customers better, improve their operational efficiency, enhance their competitive position, increase their profitability and help them satisfy regulatory requirements. We focus on the needs and interests of community financial institutions and strive to provide our clients with proven, user-friendly technologies, coupled with superior customer service. We provide our solutions primarily on an outsourced basis, enabling our clients to obtain our advanced products and services without having to incur the substantial capital expense and hire the skilled personnel required to develop, implement and update their internal systems. In addition to the suite of solutions we offer to community financial institutions, we also offer products and services to small businesses. As of April 24, 2006, we had over 2,500 community financial institution clients.

      Historically, our business has primarily consisted of two segments: our BusinessManager product, which enables community financial institutions to purchase accounts receivable from their small business customers and provide related processing, billing and tracking services; and our retail inventory management services, which help retailers forecast their inventory needs. Recently, we have made a number of strategic acquisitions designed to enable us to offer a much broader range of products and services to meet the technology needs of community financial institutions. These acquisitions include:

• Captiva Solutions, LLC, or Captiva, which added core data processing as well as image and item processing;

• P.T.C. Banking Systems, Inc., or P.T.C., which added teller automation systems; and

•  Goldleaf Technologies, Inc., which added ACH processing, remote capture processing, and website design and hosting. An Automated Clearing House, or ACH, transaction is a type of electronic funds transfer in which the holder of a deposit account authorizes a direct credit or debit to the account, such as a payroll direct deposit from an employer or a direct payment to a mortgage lender.

As a result of these acquisitions, we now offer a suite of technology-based products and services to community financial institutions.

Industry Overview

      We believe that community financial institutions, which have traditionally competed on personalized service, are facing increasing challenges to improve their operating efficiencies and grow their customer base. These challenges include:

• growing competition with larger national and regional banks;

• the emergence of non-traditional competitors;

• the compression of margins on traditional products;

• the convergence of financial products into a single institution; and

• legislative changes accelerating the need for financial institutions to offer a wider range of products and services to their customers.

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We believe that these competitive pressures are particularly acute for community financial institutions, which lack the substantial capital and specialized personnel to address their technology needs internally.

      Our target market of community financial institutions ranges in size from start-up de novo financial institutions to those with $1 billion in assets. According to the FDIC, the number of these financial institutions totals approximately 8,200 as of March 31, 2006. Small businesses are important customers for community financial institutions. We believe that many of these businesses generally prefer to have a relationship with a community financial institution that has the products and services necessary to support the full range of a small business’ financial needs.

Our Solution

      We offer a suite of technology-based products and services specifically targeted to community financial institutions. Our management, sales, operational and customer service personnel have deep industry experience, which enables them to better understand and meet the needs of community financial institutions.

      Our products and services help community financial institutions:

      Focus on Customer Relationships and Compete More Effectively. We provide our community financial institution clients with a broad array of proven products and services that appeal to small businesses. As a result, we believe we enable our clients to attract small business customers, to maintain and expand their relationships with those customers and to compete more effectively with larger financial institutions.

      Rapidly Implement Advanced Technologies. By using our products and services, community financial institutions can quickly gain access to sophisticated, user-friendly technologies and services that they might not be able to acquire, implement or develop in a timely, cost-effective manner.

      Improve Operating Efficiencies. We believe that our solutions, whether on an outsourced basis or as an in-house application, enable our community financial institution clients to improve their operating efficiencies without having to make large up-front capital expenditures.

Our Strategy

      The key components of our growth strategy are to:

      Focus on Client Relationships. We believe that the quality of customer service is a key differentiator in the markets in which we compete. We intend to continue to provide community financial institutions with a high degree of customer service, flexible customization of products and services and a dedicated focus on their local community and business needs.

      Cross-Sell to Our Client Base. We believe that our client base of over 2,500 financial institutions gives us an attractive target market for cross-selling opportunities. We intend to grow our revenues by cross-selling additional products and services to our clients that do not currently use our full range of products and services.

      Expand Our Client Base through Various Channels. To build new distribution channels for our suite of products and services, we intend to expand and leverage our relationships with banking organizations, such as state and national banking associations and bankers’ banks. We believe that these organizations will play an important role in introducing us into new relationships with community financial institutions.

      Grow Recurring Revenue and Improve Operating Margins. Most of our products and services are based on long-term contracts that allow us to generate recurring revenues. We intend to grow our recurring revenues and expect that as our revenue grows, our relatively fixed cost structure will allow us to maintain and expand our operating margins.

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      Pursue Strategic Acquisitions and Alliances. We intend to continue to expand our suite of products and services through strategic acquisitions and alliances to accelerate our internal growth. We will continue to explore acquisitions of businesses and products, as well as pursue strategic alliances, that will complement our existing client offerings and enable us to better serve the needs of community financial institutions.

Our Products and Services

      We believe that our suite of solutions allows us to market ourselves as a single-source provider for the technology and operating needs of community financial institutions. Our products and services include:

• core data processing;

• item processing and check imaging;

• ACH origination and processing;

• remote check capture and deposit processing;

• accounts receivable financing solutions;

• teller automation systems;

• turn-key leasing solutions;

• financial institution website design and hosting; and

• retail inventory management services.

      Historically, our accounts receivable financing solutions and retail inventory management services have generated a majority of our revenues, and we expect they will continue to generate a substantial portion of our revenues during 2006 and for a period thereafter.

      We believe that exceptional customer service is a strong competitive differentiator in the community financial institution marketplace, and we are creating a corporate culture that promotes and rewards exceptional customer service from all of our employees. For example, most of our senior executives interact regularly with our existing and potential clients and are readily accessible to them. In addition, our dedicated customer service and technical support personnel enhance our ability to offer reliable, secure and automated solutions.

Relationship with Lightyear

      Lightyear PBI Holdings, LLC, or Lightyear, beneficially owns approximately 54% of our voting securities and has the right to nominate four out of seven nominees for election to our board of directors. Lightyear is affiliated with Lightyear Capital, LLC, a private equity investment firm providing buyout and growth capital. We intend to use approximately $33.3 million of the net proceeds of this offering, along with newly issued shares of our common stock, to recapitalize our relationship with Lightyear. After the closing of this offering, Lightyear will own 14.9% of the shares of our common stock to be outstanding on a fully diluted basis as described in this prospectus and will have the right to nominate only one director. We refer to these transactions with Lightyear and other related matters described in this prospectus as the Lightyear recapitalization. We describe our relationship with Lightyear and the Lightyear recapitalization in greater detail in “Certain Relationships and Related Party Transactions—Transactions with Lightyear.”

Corporate Information

      We were incorporated under the laws of the state of Tennessee on December 26, 1990. Effective May 5, 2006, we changed our name from Private Business, Inc. to Goldleaf Financial Solutions, Inc.

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We have three wholly-owned subsidiaries: Towne Services, Inc., Goldleaf Technologies, Inc. and Captiva Solutions, LLC. Forseon Corporation (d/b/a RMSA), Goldleaf Insurance, LLC (formerly named Private Business Insurance, LLC) and Goldleaf Leasing, LLC (formerly named KVI Capital, LLC, which was an S corporation when we acquired it and which we subsequently converted to a limited liability company) are wholly-owned subsidiaries of Towne Services.

      Our principal executive offices are located at 9020 Overlook Boulevard, Third Floor, Brentwood, Tennessee 37027. Our website is www.goldleaf.com and our telephone numbers at that address are (615) 221-8400 and (800) 235-5584. This prospectus does not incorporate information on our website, and you should not rely on information on our website in determining whether to invest in our common stock.

Trademarks

      BusinessManager^®, CaptureFIRST^tm, Free Checking^tm, Freedom^tm, Goldleaf Manager^®, Goldleaf Client^®, IdentificationManager^®, LendingNetwork^tm, MedCashManager^®, Remote Deposit Express^tm, Retriever^tm, WinGUARD^tm, WinTELLER^® and our logo are our trademarks.

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The Offering

Common stock offered by us	shares
Common stock to be outstanding after this offering	shares
Use of proceeds	The net proceeds from our sale of                      shares of common stock in this offering will be approximately $                    , after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use these net proceeds as follows:
	• approximately $33.3 million to purchase and retire all of the outstanding shares of our Series A Preferred Stock and Series C Preferred Stock, plus accrued and unpaid dividends, from Lightyear, and to purchase and cancel the common stock warrants that we issued to Lightyear in 2006;
	• approximately $19.1 million to repay the outstanding amount under our $19.75 million credit facility with Bank of America, N.A.;
	• approximately $2.1 million to purchase and retire all the outstanding shares of our Series B Preferred Stock; and
	• the remaining net proceeds of approximately $          to fund our business strategy, for working capital and for general corporate purposes, including potential future acquisitions.
	See “Use of Proceeds” on page 26 and “Certain Relationships and Related Party Transactions—Transactions with Lightyear—Lightyear Recapitalization” on page 77.
Risk factors	See “Risk Factors” beginning on page 10 of this prospectus for a discussion of factors that you should carefully consider before deciding to invest in our common stock.
Nasdaq Capital Market symbol	“GFSI”

      Except as otherwise noted, all information in this prospectus:

• assumes that the underwriters do not exercise their over-allotment option; and

• gives effect to the one-for-five reverse stock split that will occur before the closing of this offering.

      The number of shares of our common stock to be outstanding after this offering is based on the number of shares outstanding as of June 5, 2006, and includes:

•                 shares of our common stock to be issued on the closing of this offering to investors in this offering; and

•                  shares of our common stock to be issued to Lightyear on the closing of this offering to recapitalize the common stock warrants we issued to Lightyear in 2004, which number of shares is equal to approximately 14.9% of the shares of our common stock to be outstanding after the closing of this offering, calculated on a fully diluted basis as described in “Certain Relationships and Related Party Transactions—Transactions with Lightyear—Lightyear Recapitalization” on page 77.

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The number of shares of our common stock to be outstanding after this offering excludes the following:

•  1,432,990 common shares issuable on the exercise of outstanding options as of June 5, 2006 at a weighted average exercise price of $9.70 per share;

• 109,947 common shares available for future issuance under our stock option plans as of June 5, 2006; and

• up to 242,424 common shares that could be issued as contingent consideration related to our December 2005 merger with Captiva.

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SUMMARY CONSOLIDATED FINANCIAL DATA

      You should read the following summary consolidated financial data together with our consolidated financial statements and the related notes, with our pro forma consolidated financial statements and with “Use of Proceeds” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” all of which are included elsewhere in this prospectus. Our summary consolidated statement of operations data for the three months ended March 31, 2005 and 2006 and the summary consolidated balance sheet data as of March 31, 2006 are derived from, and are qualified by reference to, our unaudited interim consolidated financial statements that are included in this prospectus. Our summary consolidated statement of operations data for the year ended December 31, 2005 and our summary consolidated balance sheet data as of December 31, 2005 are derived from, and are qualified by reference to, our consolidated financial statements that have been audited by Grant Thornton LLP, an independent registered public accounting firm, and that are included in this prospectus. Our summary consolidated statement of operations data for the years ended December 31, 2003 and 2004 and our summary consolidated balance sheet data as of December 31, 2004 are derived from, and are qualified by reference to, our consolidated financial statements that have been audited by Ernst & Young LLP, an independent registered public accounting firm, and that are included in this prospectus.

      The unaudited pro forma consolidated statement of operations data for the year ended December 31, 2005 give effect to our acquisitions of KVI Capital in August 2005, of Captiva in December 2005 and of Goldleaf Technologies in January 2006 as if each of these acquisitions had occurred on January 1, 2005. The unaudited pro forma consolidated statements of operations data for the three-month period ended March 31, 2006 give effect to our acquisition of Goldleaf Technologies as if this acquisition had occurred on January 1, 2006.

      The unaudited pro forma as adjusted consolidated balance sheet data give effect to:

• our sale of                      shares of common stock in this offering at the public offering price of $                     per share, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us;

• repayment of our Bank of America credit facility;

• the closing of the Lightyear recapitalization, including an estimated $          million non-recurring, non-cash charge to our retained earnings;

•  the acceleration of the vesting of stock options on the closing of this offering, including an estimated $           million non-recurring, non-cash charge to our consolidated statement of income; and

• the purchase and retirement of all the outstanding shares of our Series B preferred stock for approximately $2.1 million.

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												Three Months Ended
			Year Ended December 31,									March 31,
			2003			2004			2005			2005			2006
												(Unaudited)
			(In thousands except per share data)
Consolidated Statement of Operations Data:
Total revenues			$	42,730		$	39,649		$	38,351		$	9,199		$	13,031
Cost of revenues				4,011			3,593			3,969			831			1,730
Gross profit				38,719			36,056			34,382			8,368			11,301
General and administrative expenses				16,764			13,596			12,118			3,165			5,017
Sales and marketing expenses				16,367			17,415			17,514			4,364			5,048
	Total operating expenses			34,706			33,222			30,307			7,675			10,884
Operating income				4,013			2,834			4,075			693			417
Interest expense, net				(1,492	)		(468	)		(381	)		(70	)		(655	)
Income (loss) before benefit (provision) for income taxes				2,948			2,632			3,694			623			(238	)
(Provision) benefit for income taxes				(1,150	)		(62	)		(1,359	)		(244	)		91
		Net income (loss)		1,798			2,570			2,335			379			(147	)
		Preferred stock dividends		(160	)		(2,056	)		(2,160	)		(540	)		(552	)
		Net income (loss) available to common stockholders	$	1,638		$	514		$	175		$	(161	)	$	(699	)
Net income (loss) per share:
	Basic		$	0.58		$	0.18		$	0.06		$	(0.06	)	$	(0.22	)
	Diluted		$	0.58		$	0.17		$	0.06		$	(0.06	)	$	(0.22	)
Shares used in calculation of net income per share:
	Basic			2,805			2,848			2,945			2,915			3,144
	Diluted			2,823			2,941			3,003			2,915			3,144
Other Financial Data:
EBITDA(1)			$	8,958		$	5,941		$	6,179		$	1,218		$	1,383

			Year Ended			Three Months Ended
			December 31, 2005			March 31, 2006
			(Unaudited)
			(In thousands)
Pro Forma Consolidated Statement of Operations Data:
Total revenues			$	49,316		$	14,004
	Total operating expenses			49,813			13,718
Operating (loss) income				(497	)		286
Interest expense, net				2,966			742
Loss before benefit from income taxes				(3,463	)		(456	)
Benefit from income taxes				(1,351	)		(178	)
		Net loss		(2,112	)		(278	)
		Preferred stock dividends		(2,160	)		(552	)
		Net loss available to common stockholders	$	(4,272	)	$	(830	)

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	As of March 31, 2006
			Unaudited
			Pro Forma
	Actual		As Adjusted
	(In thousands)
Consolidated Balance Sheet Data:
Cash	$	1,360	$
Total assets(2)		68,613
Total long-term debt(3)		10,757
Redeemable preferred stock(4)		8,584
Stockholders’ equity	$	16,781

(1)  EBITDA is a non-GAAP financial measure. GAAP means generally accepted accounting principles in the United States. EBITDA is defined as GAAP net income plus interest expense, income taxes and depreciation and amortization less interest earned. We have provided EBITDA because we believe it is a commonly used measure of financial performance in comparable companies and because we believe it will help investors and analysts evaluate companies on a consistent basis, as well as enhance an understanding of our operating results. Our management uses EBITDA:

• as a measurement of operating performance because it assists us in comparing our operating performance on a consistent basis, given that it removes the effect of items not directly resulting from our core operations;

•  for planning purposes, including the preparation of our internal annual operating budget and the calculation of our ability to borrow under our credit facility (with further adjustments as required under the terms of our credit facility);

• to allocate resources to enhance the financial performance of our business;

• to evaluate the effectiveness of our operational strategies; and

• to evaluate our capacity to fund capital expenditures and expand our business.

      Other companies may calculate EBITDA differently than we do. In addition, EBITDA:

• does not represent net income or cash flows from operating activities as defined by GAAP;

• is not necessarily indicative of cash available to fund our cash flow needs; and

• should not be considered as an alternative to net income, income from operations, cash provided by operating activities or our other financial information as determined under GAAP.

      Reconciliations of net income (loss) to EBITDA are as follows:

							Three Months
	Year Ended December 31,						Ended March 31,
	2003		2004		2005		2005		2006
	(In thousands)
Net income (loss)	$	1,798	$	2,570	$	2,335	$	379	$	(147	)
Interest expense, net		1,492		468		381		70		655
Provision (benefit) for income taxes		1,150		62		1,359		244		(91	)
Depreciation and amortization		4,518		2,844		2,104		525		966
EBITDA	$	8,958	$	5,944	$	6,179	$	1,218	$	1,383

In calculating EBITDA, we do not add non-cash stock compensation expense to net income (loss). We recorded $6,000 in non-cash stock-based compensation expense in the three-month period ended March 31, 2005 and recorded $160,000 in non-cash stock-based compensation expense for the three-month period ended March 31, 2006.

(2)	Total assets excludes approximately $6.0 million in investment in direct financing leases purchased with the proceeds of long-term non-recourse lease notes payable.
(3)	Long-term debt excludes long term non-recourse lease notes payable of approximately $5.6 million, which are non- recourse to us and are secured by the leased equipment purchased using the proceeds of the non-recourse notes.
(4)	Net of discount of $1,416,000.

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RISK FACTORS

      Investing in our common stock involves a high degree of risk. You should consider carefully each of the risks described below, together with all of the other information contained in this prospectus, before deciding to invest in our common stock. These are not the only risks that we may face. If any of the events referred to below actually occurs, our business, financial condition, liquidity and results of operations could suffer. In that case, the trading price of our common stock could decline and you may lose all or part of your investment in our common stock. You should also refer to the other information in this prospectus, including our financial statements and the related notes.

Risks Related to Our Business

We have a limited operating history as a combined company under a new chief executive officer, which makes it difficult to make comparisons with our prior operations and to project our future performance.

      Our chief executive officer, Mr. Lynn Boggs, joined us in December 2005 when we merged with Captiva. Our previous chief executive officer, Mr. Henry Baroco, became our president and chief operating officer. We acquired Goldleaf Technologies and P.T.C. in January 2006. Accordingly, we have a very limited history as a combined company providing a wide variety of products and services to financial institutions. This limited operating history, our new management and our recent and substantial expansion of products and services make it difficult to make comparisons with our prior operations and to project our future performance. Further, given this limited combined operating history, there can be no assurance that we will achieve any of our objectives.

We generate a majority of our revenues from our accounts receivable financing solution and our retail inventory management services, and those revenues have declined in recent years. If these trends continue, our financial performance may be materially and adversely affected.

      For the quarter ended March 31, 2006, we derived approximately 53.0% of our consolidated revenues from participation fees, license fees, insurance brokerage fees and maintenance fees from BusinessManager, our accounts receivable financing solution, and approximately 16.1% of our consolidated revenues from fees generated by our retail inventory management services product. We expect to continue to generate a substantial portion of our revenues from these sources during the remainder of 2006 and for some period thereafter. In recent years, our revenues from BusinessManager and retail inventory management services have declined from year-to-year. If our annual revenues from BusinessManager or retail inventory management services continue to decline or begin to decline more rapidly, we may not be able to generate sufficient revenues from our other products or services to offset that decline. In addition, we cannot be certain that we will be able to continue to successfully market and sell BusinessManager to both financial institutions and their small business customers or successfully market and sell retail inventory management services to small businesses. Our failure to do so, or any events that adversely affect BusinessManager or retail inventory management services, would materially and adversely affect our overall business.

The loss of our chief executive officer or other key employees could have a material adverse effect on our business.

      Mr. Boggs, our chief executive officer, has substantial experience in our industry. Although we maintain key man life insurance on Mr. Boggs and we have an employment agreement with him, our client and marketing relationships would likely be impaired and our business would likely suffer if, for any reason, we lost the services of Mr. Boggs. In addition, we believe that our success as a combined company is dependent on the continued contribution of a number our other executive officers or key employees. The loss of services of any of these individuals would similarly adversely affect our business.

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Acquisitions could result in integration difficulties, unexpected expenses, diversion of management’s attention and other negative consequences.

      Our growth strategy is partly based on making acquisitions. We plan to continue to acquire complementary businesses, products and services. We must integrate the technology, products and services, operations, systems and personnel of acquired businesses, including our recent acquisitions, with our own and attempt to grow the acquired businesses as part of our company. The integration of other businesses is a complex process and places significant demands on our management, financial, technical and other resources. The successful integration of businesses we acquire is critical to our future success, and if we are unsuccessful in integrating these businesses, our financial and operating performance could suffer. The risks and challenges associated with acquisitions include:

• the inability to centralize and consolidate our financial, operational and administrative functions with those of the businesses we acquire;

• our management’s attention may be diverted from other business concerns;

• the inability to retain and motivate key employees of an acquired company;

• our entrance into markets in which we have little or no prior direct experience;

• litigation, indemnification claims and other unforeseen claims and liabilities that may arise from the acquisition or operation of acquired businesses;

• the costs necessary to complete integration exceeding our expectations or outweighing some of the intended benefits of the acquisitions we close;

• the inability to maintain the client relationships of an acquired business; and

• the costs necessary to improve or replace the operating systems, products and services of acquired businesses exceeding our expectations.

      We may be unable to integrate our acquisitions with our operations on schedule or at all. We cannot assure you that we will not incur large accounting charges or other expenses in connection with any of our acquisitions or that our acquisitions will result in cost savings or sufficient revenues or earnings to justify our investment in, or our expenses related to, these acquisitions.

We may acquire companies that have significant deficiencies or material weaknesses in their internal control over financial reporting, which may cause us to fail to meet our reporting obligations, cause our financial statements to contain material misstatements and harm our business and operating results.

      We acquired Goldleaf Technologies on January 31, 2006. In April 2006, our independent auditors, Grant Thornton LLP, issued a letter to us regarding the financial statements of Goldleaf Technologies in which they identified certain matters that they consider to constitute significant deficiencies and material weaknesses in Goldleaf Technologies’ internal control over financial reporting. These matters primarily relate to the control environment in existence at Goldleaf Technologies, a privately held company, before we acquired it. A significant deficiency is a control deficiency, or combination of deficiencies, that adversely affects a company’s ability to initiate, authorize, record, process or report external financial data reliably in accordance with GAAP such that there is a more than remote likelihood that a misstatement of the entity’s annual or interim financial statements that is more than inconsequential will not be prevented or detected. A material weakness is a significant deficiency, or a combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the entity’s annual or interim financial statements will not be prevented or detected. When we acquired Goldleaf Technologies, we took a number of remedial measures to address the issues subsequently raised by Grant Thornton. These remedial measures primarily consist of integrating the accounting software of Goldleaf Technologies into our systems and applying our oversight procedures to

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the accounting staff of Goldleaf Technologies. We have implemented many of these remedial measures, and we intend to implement other remedial measures so that the internal control over financial reporting at Goldleaf Technologies complies with the rules and regulations of the SEC within the required period. If these measures are insufficient to address the issues raised, or if we discover additional material weaknesses or significant deficiencies in the internal controls of Goldleaf Technologies or the internal controls of other companies we acquire, we may fail to meet our reporting obligations, our financial statements may contain material misstatements and our business and operating results may be harmed.

We may be unable to account for our acquisitions in a timely manner, which may cause us to fail to meet our reporting obligations and harm our business and operating results.

      We acquired KVI Capital in July 2005, Captiva in December 2005 and Goldleaf Technologies in January 2006. We failed to file required financial statements of KVI Capital with the SEC in October 2005 because we initially concluded that we were not required to file any financial statements of KVI Capital with the SEC. With respect to Captiva, we provided only one year of financial statements because we did not include the contingent purchase price for Captiva in the significance analysis used to determine the number of years of financial statements we were required to file with the SEC. In connection with our review of the significance of our Goldleaf Technologies acquisition, we determined that we needed to prepare and file additional financial statements for both KVI Capital and Captiva. With regard to KVI Capital, we determined that the size of the invested lease assets required us to include audited financial statements from April 1, 2005 to July 31, 2005. For Captiva, we subsequently determined that we should include the contingent purchase price in our significance analysis and include two years of historical financial audits for Captiva. We have since filed these materials with the SEC. Further, given the matters described in the risk factor above with respect to the financial statements of Goldleaf Technologies, we failed to file with the SEC the required financial statements of Goldleaf Technologies within 75 days of the closing of the acquisition, although we have now filed those financial statements. As a result of not having made these filings in the prescribed time period, we will not be eligible to use a short-form registration statement on Form S-3 for a period of 12 to 13 months. We believe that our failure to account for these acquisitions in a timely manner was primarily the result of our misapplication of accounting standards. We have remediated this internal control weakness by adding additional internal controls. If we continue to have financial reporting issues of this nature related to our acquisitions, we may fail to meet our reporting obligations, our financial statements may contain material misstatements and our business and operating results may be harmed.

If we are unable to successfully integrate the business operations of Captiva, P.T.C. and Goldleaf Technologies into our business operations, we will not realize the anticipated potential benefits from these acquisitions and our business could be adversely affected.

      The acquisitions of Captiva, P.T.C. and Goldleaf Technologies involve the integration of companies that have previously operated independently in markets that are new to us. Successful integration of these acquired businesses with ours entails numerous challenges and will depend on our ability to consolidate operations, systems and procedures, eliminate redundancies and reduce costs. If we are unable to do so, we will not realize the anticipated potential benefits of the acquisitions, and our business and results of operations would be adversely affected.

Because our business involves the electronic storage and transmission of data, security breaches and computer viruses could expose us to litigation and adversely affect our reputation and revenue.

      Our online transaction processing systems electronically store and transmit sensitive business information of our clients. The difficulty of securely storing confidential information electronically has been a significant issue in conducting electronic transactions. We may be required to spend significant capital and other resources to protect against the threat of security breaches and computer viruses, or to

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alleviate problems caused by security breaches or viruses. To the extent that our activities or the activities of our clients involve the storage and transmission of confidential information, security breaches and viruses could expose us to claims, litigation and other possible liabilities. Any inability to prevent security breaches or computer viruses could also cause existing clients to lose confidence in our systems and could inhibit our ability to attract new clients.

      As an example of the risks of this nature that we face, our Goldleaf Technologies division recently suffered an attempt to redirect its clients’ customers to a phishing website to entice them to enter their personal financial information. To ensure the security of the network, Goldleaf Technologies temporarily suspended all Internet access to its website services. Although Goldleaf Technologies does not host any personal data for its community financial institution clients and consequently lost no data in the incident, the interruption of service, the inconvenience to its clients and their customers, the management time required to deal with the issue, and the potential loss of personal data by consumers who may have been enticed to enter their information on the false website have had and may continue to have an adverse effect on our financial performance and business reputation.

If we experience losses, we could experience difficulty meeting our business plan and our stock price could decline.

      We may not be able to maintain our financial performance as we implement our business plan for the combined entity. Any failure to achieve and maintain profitability could negatively affect the market price of our common stock. If our revenues decline or grow slower than we anticipate, or if our operating expenses exceed our expectations and cannot be adjusted accordingly, our business operations and financial results will suffer. We anticipate that the combined company will incur significant product development, administrative, and sales and marketing expenses. In light of these expenses, any failure to increase revenues significantly may also harm our ability to achieve and maintain profitability.

If we are unable to maintain or grow our business, our operating results and financial condition would be adversely affected.

      In recent years, revenues generated by our accounts receivable financing solution and retail inventory management products and services have declined. We cannot guarantee that our revenues, even as a combined company, will not continue to decline. If we are unable to grow our business and revenues, our operating results and financial condition would be adversely affected.

If we are unable to manage our growth, our business and results of operations could be adversely affected.

      Any new sustained growth will place a significant strain on our management systems and operational resources. We anticipate that new sustained growth, if any, will require us to recruit, hire and retain new managerial, finance, sales, marketing and support personnel. We cannot be certain that we will be successful in recruiting, hiring or retaining those personnel. Our ability to compete effectively and to manage our future growth, if any, will depend on our ability to maintain and improve operational, financial and management information systems on a timely basis and to expand, train, motivate and manage our work force. If we begin to grow, we cannot be certain that our personnel, systems, procedures and controls will be adequate to support our operations.

Our business significantly depends on a productive sales force, and our sales force has experienced management and employee turnover in recent years. If these problems recur, we may not be able to achieve our sales plans or maintain our current level of sales.

      An important part of our sales strategy is to attract, hire and retain qualified sales and marketing personnel to maintain and expand our marketing capabilities. Because competition for experienced sales and marketing personnel is intense, we cannot be certain that we will be able to attract and retain

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enough qualified sales and marketing personnel or that those we do hire will be able to generate new business at the rate we currently expect. In recent years, we have experienced a significant amount of turnover in the management and personnel of our sales force, which we believe has been a factor in our declining revenues from our accounts receivable financing and retail inventory management products. If we are unable to hire and retain enough qualified sales and marketing personnel, or those we hire are not as productive as we expect, we may not be able to achieve our sales plans or maintain our current level of sales.

Because we have a long sales and implementation cycle for some of our solutions, we face the risk of not closing sales after expending significant resources, which could materially and adversely affect our business, financial condition and results of operations.

      We must expend substantial time, effort and money educating potential clients about the value of some of our solutions, particularly our core data processing solution. We may expend significant funds and management resources during the sales cycle and ultimately fail to generate any revenues. For our core data processing solution, our sales cycle generally ranges between six to nine months, and our implementation cycle generally ranges between six to nine additional months. Many of our other products require similarly long sales and implementation cycles. Our sales cycle for all of our products and services is subject to significant risks and delays over which we have little or no control, including

•  our clients’ budgetary constraints;

•  the timing of our clients’ budget cycles and approval processes;

•  our clients’ willingness to replace their current vendors;

•  the success and continued support of our strategic marketing partners’ sales efforts; and

•  the timing and expiration of our clients’ current license agreements or outsourcing agreements for similar services.

If we are unsuccessful in closing sales after expending significant funds and management resources or if we experience delays as discussed above, our business, financial condition and results of operations will be materially and adversely affected.

Competition, restrictions under our credit facility, market conditions and other factors may impede our ability to acquire other businesses and may inhibit our growth.

      We anticipate that we may derive a portion of our future growth through acquisitions. The success of this strategy depends on our ability to:

•  identify suitable acquisition candidates;

•  reach agreements to acquire these companies;

•  obtain necessary financing on acceptable terms; and

•  successfully integrate the operations of these businesses.

In pursuing acquisitions, we may compete with other companies that have similar growth strategies. Many of these competitors are larger and have greater financial, operational and technical resources than we have. This competition may inhibit our ability to acquire businesses that could improve our growth or expand our operations.

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We may not be able to enter into and successfully implement strategic alliances, which could limit our ability to grow our business as we intend.

      One element of our growth strategy is to evaluate and pursue strategic alliances that are complementary to our business. However, we may not be able to identify or negotiate strategic alliances on acceptable terms. If we are not able to establish and maintain strategic alliances, we may not be able to fully implement our growth strategy. In addition, pursuing and implementing strategic alliances may cause a significant strain on our management, operational and financial resources that could have a material adverse effect on our results of operations.

We may be unable to market our products and services successfully to new client financial institutions or to retain current client financial institutions. If we are unable to do so, our business may be materially and adversely affected.

      Our success depends to a large degree on our ability to persuade prospective client financial institutions to use our products. Failure to maintain market acceptance, retain clients or successfully expand the products and services we offer could adversely affect our business, operating results and financial condition. We have spent, and will continue to spend, considerable resources educating potential clients about our products and services. Even with these educational efforts, however, we may be unable to grow or maintain market acceptance of our products and services or retain our clients. In addition, as we continue to offer new products and expand our services, existing and potential client financial institutions or their small business customers may be unwilling to accept the new products or services.

The failure to execute our growth plans may affect our ability to remain a publicly traded company.

      We intend to grow organically and through acquisitions and strategic alliances. These growth plans will require a substantial expenditure of time, money and other valuable resources. Not only does this take resources away from our current business, but we face the risk that our strategy will not ultimately be successful. In that event, the continued costs associated with being a public company may outweigh the anticipated organic growth of our current business, which could result in our being delisted from the Nasdaq Capital Market or engaging in a going private transaction.

Our plans to expand the number of products and services we offer may not be successful and may lower our overall profit margin.

      Part of our business strategy is to expand our offering of products and services. We believe that we can provide these new services profitably, but they may generate a lower profit margin than our current products and services. As a result, by offering additional products and services, we may lower our overall profit margin. Although gross revenues would likely increase, the lowering of our profit margin may be viewed negatively by the stock market, possibly resulting in a reduction in our stock price.

We may be unable to compete in our markets, which could cause us not to achieve our growth plans and materially and adversely affect our financial performance.

      The market for community financial institutions and small business financial services is highly competitive. We face primary competition from a number of companies that offer to financial institutions products and services that are similar to ours, and many of these competitors are much larger and have more resources than we do. Community financial institution clients that offer BusinessManager, our accounts receivable financing solution, compete with other financial institutions and financing providers that offer lines of credit, amortizing loans, factoring and other traditional types of financing to small businesses. Many of these other financial institutions and financing providers are much larger and more established than we are, have significantly greater resources, generate more revenues and have greater name recognition. In addition, as we expand our service offerings, we may

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begin competing against companies with whom we have not previously competed. Increased competition may result in price reductions, lower profit margins and loss of our market share, any of which could have a material adverse effect on our business, operating results and financial condition. Both our traditional and new competitors may develop products and services comparable or superior to those that we have developed or adapt more quickly to new technologies, evolving industry trends or changing small business requirements.

We may be unable to protect our proprietary technology adequately, which may have a material adverse effect on our revenue, our prospects for future growth and our overall business.

      Our success depends largely upon our ability to protect our current and future proprietary technology through a combination of copyright, trademark, trade secret and unfair competition laws. Although we assess the advisability of patenting any technological development, we have historically relied on copyright and trade secret law, as well as employee and third-party non-disclosure agreements, to protect our intellectual property rights. The protection afforded by these means may not be as complete as patent protection. We cannot be certain that we have taken adequate steps to deter misappropriation or independent development of our technology by others. Although we are not currently subject to any dispute regarding our proprietary technology, any claims of that nature brought or resolved against us could have a material adverse effect on our business, operating results and financial condition.

In our products, we use software owned by others, and we may be unable to replace that software if it becomes unavailable, obsolete or incompatible with our products.

      Our proprietary software is designed to work in conjunction with the software products of others. Although we believe that alternatives to these products are generally available to us, any significant interruption in the supply of that software could have a material adverse effect on our sales unless and until we can replace the functionality it provides. In addition, we depend on the abilities of the owners of this software to enhance their current products, to develop new products on a timely and cost-effective basis and to respond to emerging industry standards and other technological changes. We can provide no assurance that we will be able to replace the functionality provided by the third party software currently offered in conjunction with our products if that software becomes obsolete or incompatible with future versions of our products or is otherwise not adequately maintained or updated. The absence of, or any significant delay in the replacement of, that functionality could have a material adverse effect on our business, financial condition and results of operations. Further, delays in the release of new and upgraded versions of third party software products could have a material adverse effect on our revenues and results of operations. Because of the complexities inherent in developing sophisticated software products and the long testing periods associated with these products, we can give no assurance that our future product introductions will not be delayed.

If our products or services are found to infringe the proprietary rights of others, we may be required to change our business practices and may also become subject to significant costs and monetary penalties.

      Others may claim that our proprietary technology infringes their intellectual property. Any claims of that nature, whether with or without merit, could:

• be expensive and time-consuming to defend;

• cause us to cease making, licensing or using products that incorporate the challenged intellectual property;

• require us to redesign our products, if feasible;

• divert our management’s attention and resources; and

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• require us to enter into royalty or licensing agreements to obtain the right to use necessary technologies.

Others may assert infringement claims against us in the future with respect to our current or future products and services. In that event, we cannot be certain that those claims will be resolved in our favor. Although we are not currently engaged in any dispute of that nature, any infringement claims resolved against us could have a material adverse effect on our business, operating results and financial condition.

The failure of our network infrastructure and equipment could have a material adverse effect on our business.

      Failure of our network infrastructure and equipment, as well as the occurrence of significant human error, a natural disaster or other unanticipated problems, could halt our services, damage network equipment and result in substantial expense to repair or replace damaged equipment. In addition, the failure of our telecommunication providers to supply necessary services to us could also interrupt our business, particularly the application hosting and transaction processing services we offer to our client financial institutions via secure Internet connections. The inability to supply these services to our clients could negatively affect our business, reputation, operating results and financial condition. Currently, we have only one core data and item processing center. Interruption in our processing or communications services could delay transfers of our clients’ data, or damage or destroy the data. Any of these occurrences could result in lawsuits or loss of clients and may also harm our reputation.

We rely on the technological infrastructure of our client financial institutions and their individual customers, and any failure of that infrastructure could have a material adverse effect on our revenue and our business.

      The success of the products and services we offer depends, to a degree, on the technological infrastructure and equipment of our client financial institutions and their small business customers. We provide application hosting and transaction processing services to our clients that require some level of integration with the client’s technological infrastructure. Proper technical integration between our clients and us is critical to our being able to provide the services we have agreed to provide. A failure of a client’s infrastructure for any reason could negatively affect our business, financial condition and results.

Increased fraud committed by small businesses and increased uncollectible accounts of small businesses may adversely affect our accounts receivable financing business.

      Small business customers of our financial institution clients sometimes fraudulently submit artificial receivables to our clients. In addition, small business customers may keep cash payments that their consumers mistakenly send to them instead of our financial institution clients. Our clients are also susceptible to uncollectible accounts from their small business customers. Many of our clients purchase insurance through us to insure against some of these risks. If the number and amount of fraudulent or bad debt claims increase, our clients may decide to reduce or terminate their use of our accounts receivable financing products and services, reducing our ability to attract and retain revenue-producing clients and to cross-sell our other products and services to them. Further, our insurance carrier providing coverage for the insurance products may increase rates or cancel coverage, reducing our ability to produce revenue and reducing our margins on that business.

We could be sued for contract or product liability claims that exceed our available insurance coverage, which could have a material adverse effect on our business, financial condition and results of operations.

      Failures in the products and services we provide could result in an increase in service and warranty costs or a claim for substantial damages against us. We can give no assurance that the limitations of

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liability in our contracts would be enforceable or would otherwise protect us from liability for damages. We maintain general liability insurance coverage, including coverage for errors and omissions in excess of the applicable deductible amount. We can give no assurance that this coverage will continue to be available on acceptable terms or will be available in sufficient amounts to cover one or more large claims, or that the insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceeds available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or coinsurance requirements, could have a material adverse effect on our business, financial condition and results of operations. Further, any litigation, regardless of its outcome, could result in substantial cost to us and divert management’s attention from our operations. Any contract liability claim or litigation against us could have a material adverse effect on our business, financial condition and results of operations. In addition, because some of our products and services affect the core business processes of our community financial institution clients, a failure or inability to meet a client’s expectations could seriously damage our reputation and negatively affect our ability to attract new business.

We may not have access to capital to support our planned growth, which could significantly impair our ability to add new products or services.

      A significant part of our growth plans rests on the development of new products, strategic acquisitions and the formation of strategic alliances for our primary products. To execute our growth plans as we intend, we will need additional capital. Market conditions when we need this capital may preclude access to new capital of any kind or to capital on terms acceptable to us. Any of these developments could significantly hinder our ability to add new products or services.

If our products and services contain errors, we may lose clients and revenues and be subject to claims for damages.

      Our new products and services, and enhancements to our existing products and services, may have undetected errors or failures, despite testing by our current and potential clients and by us. If we discover errors after we have introduced a new or updated product to the marketplace, we could experience, among other things:

•  delayed or lost revenues while we correct the errors;

•  a loss of clients or the delay or failure to achieve market acceptance; and

•  additional and unexpected expenses to fund further product development.

Our agreements with our clients generally contain provisions designed to limit our exposure to potential product liability claims, such as disclaimers of warranties and limitations on liability for special, consequential and incidental damages. These provisions may not be effective because of existing or future federal, state or local laws or ordinances, or unfavorable judicial decisions. If our products and services fail to function properly, we could be subject to product liability claims, which could result in increased litigation expense, damage awards and harm to our business reputation.

Technological changes may reduce the demand for our products and services or render them obsolete, which would reduce our revenue and income.

      The introduction of new technologies and financial products and services can render existing technology products and services obsolete. We expect other vendors to introduce new products and services, as well as enhancements to their existing products and services, that will compete with our current products and services. To be successful, we must anticipate evolving industry trends, continue to apply advances in technology, enhance our existing products and services and develop or acquire new products and services to meet the demands of our clients. We may not be successful in developing, acquiring or marketing new or enhanced products or services that respond to technological change or

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evolving client needs. We may also incur substantial costs in developing and employing new technologies. If we fail to adapt to changes in technologies, we could lose clients and revenues, and fail to attract new clients or otherwise realize the benefits of costs we incur.

Examination of our business by regulatory agencies could cause us to incur significant expenses, and failure to remedy any identified deficiency would adversely affect our business.

      We are subject to federal and state examination under the authority of the Bank Service Company Act and must comply with the Gramm-Leach-Bliley Act and other laws and regulations that apply to depository and financial institutions. Bank regulators have broad supervisory authority to require the correction of any deficiencies or other negative findings identified in any such examination. Efforts to correct any deficiency or to otherwise comply with existing regulations could result in substantial costs and divert our management’s attention and resources. The failure to adequately correct any deficiency or to comply with existing regulations could result in the imposition of monetary penalties or prevent us from offering one of our products or services to some our clients and could have a substantial negative effect on our business and operations.

Future governmental laws and regulations may adversely affect us by making it more costly and burdensome to conduct our business or operations.

      Federal, state or foreign authorities could adopt new laws, rules or regulations relating to the financial services industry and the protection of consumer personal information belonging to financial institutions that affect our business. Those laws and regulations may address issues such as end-user privacy, pricing, content, characteristics, taxation and quality of services and products. Adoption of these laws, rules or regulations could render our business or operations more costly and burdensome and could require us to modify our current or future products or services.

Risks Related to Our Industry

We depend heavily on a single industry, and any downturn in that industry would materially and adversely affect our business and operations.

      We sell our financial institution products and services almost exclusively to financial institutions, primarily community financial institutions. As a result, any events that adversely affect the industry in general and community financial institutions in particular, such as changed or expanded financial institution regulations, could adversely affect us and our operations. A downturn in this industry would have a substantial negative effect on our business and operations.

Financial institutions are subject to industry consolidation, and we may lose clients with little notice, which could adversely affect our revenues.

      The financial institution industry is prone to consolidations that result from mergers and acquisitions. Other financial institutions that do not use our products and services may acquire our existing clients and then convert them to competing products and services. Most of our contracts provide for a charge to the client for early termination of the contract without cause, but these charges are insufficient to replace the recurring revenues that we would have received if the financial institution had continued as a client.

The banking industry is highly regulated, and changes in banking regulations could negatively affect our business.

      Our financial institution clients are subject to the supervision of several federal, state and local government regulatory agencies, and we must continually ensure that our products and services work within the extensive and evolving regulatory requirements applicable to our financial institution clients. Regulation of financial institutions, especially with respect to accounts receivable services such as

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BusinessManager, can indirectly affect our business. While the use of our products by financial institutions is either not subject to, or is currently in compliance with, banking regulations, a change in regulations or the creation of new regulations on financial institutions, including modifying a financial institution’s ability to offer products and services similar to ours, could prevent or lessen the use of our products and services by financial institutions, which would have a substantial negative effect on our business and operations.

Risks of Owning Our Common Stock

Our stock price is volatile and any investment in our common stock could suffer a decline in value.

      The market price of our common stock has been subject to significant fluctuations and may continue to be volatile in response to:

•  actual or anticipated variations in quarterly revenues, operating results and profitability;

•  changes in financial estimates by us or by a securities analyst who covers our stock;

•  publication of research reports about our company or industry;

•  conditions or trends in our industry;

•  stock market price and volume fluctuations of other publicly-traded companies and, in particular, those whose businesses involve technology products and services for financial institutions;

•  announcements by us or our competitors of technological innovations, new services, service enhancements, significant contracts, acquisitions, commercial relationships, strategic partnerships, divestitures, technological innovations, new services or service enhancements;

•  announcements of investigations or regulatory scrutiny of our operations or lawsuits filed against us;

•  the passage of legislation or other regulatory developments that adversely affect us, our clients or our industry;

•  additions or departures of key personnel;

•  general economic conditions.

We believe that period-to-period comparisons of our results of operations are not necessarily meaningful. We can provide no assurance that future revenues and results of operations will not vary substantially. In the past, securities class action litigation has often been instituted against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs and divert our management’s attention and resources.

If we are required to restate or reissue our financial statements, the price of our stock may decline significantly.

      We believe that we have prepared our financial statements in accordance with generally accepted accounting principles and the SEC’s regulations. We base these financial statements on our interpretation of those regulations, our use of estimates and assumptions and our internal controls. We may make faulty judgments, errors and mistakes regarding these matters, however, particularly in the context of accounting for acquisitions. As a result of the complexity of these matters and our rate of growth, our financial statements may contain or may in the future contain mistakes or errors. If we are required to restate our financial statements, it is highly likely that the price of our stock will decline significantly. Further, any exchange on which our stock may then be traded may suspend trading on our stock, in which case it is highly likely that the market price of our stock will fall significantly when trading resumes.

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Our auditors have identified significant deficiencies in our internal controls that if not properly remediated could result in a material misstatement of our financial statements.

      In addition to the letter relating to Goldleaf Technologies referenced above, our independent auditors, Grant Thornton LLP, issued a letter to our management and board of directors in which they identified certain matters that they consider to constitute significant control deficiencies in our internal control over financial reporting. A significant deficiency is a control deficiency, or combination of deficiencies, that adversely affects a company’s ability to initiate, authorize, record, process or report external financial data reliably in accordance with GAAP such that there is a more than remote likelihood that a misstatement of the entity’s annual or interim financial statements that is more than inconsequential will not be prevented or detected. We have taken a number of remedial measures to address the issues raised by Grant Thornton. If these measures are insufficient to address the issues raised, or if additional significant deficiencies in our internal controls are discovered in the future, we may fail to meet our reporting obligations, our financial statements may contain material misstatements and our business and operating results may be harmed.

Complying with Section 404 of the Sarbanes-Oxley Act of 2002 may strain our resources and distract management.

      If the aggregate market value of our common stock held by non-affiliates is $75 million or more as of June 30, 2006, we will be required under Section 404 of the Sarbanes-Oxley Act of 2002 to furnish a report by our management on the design and operating effectiveness of our internal controls over financial reporting with our annual report on Form 10-K for our fiscal year ending December 31, 2006. If our market value as so calculated is less than $75 million on June 30, 2006, we will be required to comply with Section 404 beginning with our annual report for our 2007 fiscal year. We expect to incur material costs and to spend significant management time to comply with Section 404. As a result, management’s attention may be diverted from other business concerns, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, we may need to hire additional accounting and financial staff with appropriate experience and technical accounting knowledge, and we cannot assure you that we will be able to do so in a timely fashion.

In complying with Section 404 of the Sarbanes-Oxley Act of 2002, we may detect material weaknesses in our internal controls.

      When we are required to comply with Section 404 of Sarbanes-Oxley, our annual report on Form 10-K will contain, among other matters, an assessment of the effectiveness of our internal control over financial reporting as of the end of that fiscal year, including a statement as to whether or not our internal control over financial reporting is effective. In the course of our evaluation and testing of internal controls, we may identify areas for improvement in the documentation, design and effectiveness of our internal controls, and these areas of improvement may be material. We cannot assure you that we will not disclose material weaknesses we discover in the course of our testing. Any disclosure of that type may result in a material decline in the trading price of our common stock.

We do not anticipate paying any dividends on our common stock in the foreseeable future.

      In the foreseeable future, we do not expect to declare or pay any cash or other dividends on our common stock. Our credit facility prohibits our paying cash dividends on our common stock, and we may enter into other borrowing arrangements in the future that restrict our ability to declare or pay cash dividends on our common stock.

We may not be able to use the tax benefit from our operating losses.

      As of December 31, 2005, we had available net operating losses, or NOLs, of approximately $40.8 million that will expire beginning in 2011 if not used. We acquired approximately $37.6 million of

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these NOLs in connection with our 2001 merger with Towne Services. Section 382 of the Internal Revenue Code limits the amount of NOLs available to us in any given year. This limitation permits us to realize only a small portion of the potential tax benefit of the NOLs each year. We estimate that we will be able to realize approximately $5.3 million of the Towne Services NOLs, which we recorded as a $1.9 million deferred tax asset at December 31, 2005. We may be unable to use all of these NOLs before they expire.

Provisions in our organizational documents and under Tennessee law could delay or prevent a change in control of our company, which could adversely affect the price of our common stock.

      Our charter, bylaws and Tennessee law contain provisions that could make it more difficult for a third party to obtain control of us. For example, our charter provides for a staggered board of directors, restricts the ability of shareholders to call a special meeting and prohibits shareholder action by written consent. Our bylaws allow the board to expand its size and fill any vacancies without shareholder approval. In addition, the Tennessee Business Corporation Act contains the Tennessee Business Combination Act and the Tennessee Greenmail Act, which impose restrictions on shareholder actions.

Risks Related to this Offering

Our proposed reverse stock split may adversely affect the value of our common stock.

      We intend to effect a one-for-five reverse stock split immediately before the consummation of this offering. We believe that the reverse stock split and anticipated increase in the trading price of our common stock will enhance the acceptability and marketability of our common stock to the financial community and investing public. We cannot be certain, however, that the reverse stock split will achieve any of the desired results, or that the increase in the price per share of our common stock immediately following the reverse stock split will be sustained for any period of time.

Investors in this offering will experience immediate and substantial dilution in the book value of their investment.

      The public offering price is substantially higher than the pro forma net tangible book value per share of our outstanding common stock immediately after this offering. As a result, investors purchasing our common stock in this offering will incur immediate dilution of $           per share. To the extent that all of our options and warrants outstanding as of March 31, 2006 were exercised (excluding the Lightyear warrants that we intend to purchase with a portion of the net proceeds of this offering), investors purchasing common stock in this offering would incur immediate dilution of $           per share.

You may experience dilution of your investment if we issue additional shares of our common stock in the future, which may negatively affect our stock price.

      We may in the future issue our previously authorized and unissued securities, resulting in the dilution of the ownership interests of our present shareholders and purchasers of common stock in this offering. We are currently authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock with such designations, preferences and rights as determined by our board of directors. On the closing of this offering, excluding exercise of the underwriters’ over-allotment option, we estimate there will be shares of our common stock outstanding. In addition:

• holders of outstanding options can acquire approximately 1,432,990 shares of common stock;

•  we have reserved an additional 109,947 shares of our common stock for future issuance to our employees in the form of stock options or restricted shares of our common stock pursuant to our stock option plans; and

• we are obligated to issue up to 242,424 common shares as contingent consideration related to the Captiva merger.

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      We may also issue additional shares of our common stock or other securities that are convertible into or exercisable for common stock in connection with the hiring of personnel, future acquisitions, future public offerings or private placements of our securities for capital raising purposes or for other business purposes. Specifically, to carry out our growth strategies, we plan to acquire other businesses and products using our stock or cash or a combination of stock and cash. The issuance of shares of our common stock would dilute the ownership interest of current investors. In addition, if our shareholders sell substantial amounts of our common stock, the market price of our common stock could fall. These sales also might make it more difficult for us to sell equity securities in the future at a time and price that we deem appropriate.

Our stock price may drop when the lock-up periods expire.

      On the closing of this offering and the Lightyear recapitalization, our current shareholders will beneficially own approximately                 shares of our common stock, which will be approximately           % of our outstanding common stock. We and our senior executive officers, directors and some of our existing shareholders are subject to the lock-up agreements as described in “Underwriting” and a lock-up period of 180 days after the date of this prospectus, subject to extension. In addition, our executive officers and a former director are subject to lock-up agreements as described in “Underwriting” and lock-up periods of 180 days from the date of this prospectus with respect to one half of the shares underlying those options and two years from the date of this prospectus with respect to the remaining half of the shares underlying those options. Lightyear is subject to a lock-up agreement and a lock-up period of 18 months after the date of this prospectus as described in “Underwriting.” After the expiration of this 180-day period, subject to extension, approximately  of the shares of common stock subject to the lock-up agreements will be eligible for sale in the public market under Rule 144 under the Securities Act of 1933. Friedman, Billings, Ramsey & Co., Inc. may release our directors, senior executive officers and shareholders from their lock-up agreements at any time and without notice, which would allow for the earlier sale of these shares in the public market. If our shareholders sell, or the market perceives that our shareholders intend to sell, substantial amounts of our common stock in the public market following this offering, the market price of our common stock could decline. These sales, or the perception that these sales could occur, might also make it more difficult for you to sell your shares at a time and price that you deem appropriate and for us to sell additional equity securities at a time and price that we deem appropriate.

Our stock price may drop in response to the non-recurring, non-cash charges we anticipate incurring in connection with the closing of this offering.

      In connection with the closing of this offering, we anticipate incurring substantial non-recurring, non-cash charges to our consolidated statement of income and our consolidated balance sheet for the period in which the closing occurs. These charges include:

• approximately $           million related to the Lightyear recapitalization; and

• approximately $           million due to the acceleration of the vesting of stock options held by our executive officers, key employees and a former director on the closing of this offering.

If the market reacts negatively to the charges for the Lightyear recapitalization or the acceleration of the stock options, the market price of our common stock could decline. Any decline in the market price of our common stock might make it more difficult for you to sell your shares at a time and price that you deem appropriate and for us to sell additional equity securities at a time and price we deem appropriate.

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We will have broad discretion over the use of a portion of the proceeds from this offering, and we may not use these proceeds effectively, which could affect our operating results and cause our stock price to decline.

      We will have broad discretion to use a portion of the net proceeds to us from this offering as described in “Use of Proceeds,” and you will be relying on the judgment of our board of directors and management regarding the application of those proceeds. We have not allocated this portion of the proceeds for specific purposes or acquisitions, and we may be unable to find suitable acquisition candidates at attractive prices. Consequently, we may invest these unallocated proceeds in a way that does not yield a favorable, or any, return for our company and thus our investors.

The acceleration of vesting of a significant amount of our stock options may reduce the intended incentive effect of those options and will require us to recognize a significant compensation expense.

      The acceleration of vesting of a significant amount of our stock options may reduce the intended incentive effect of those options. The purpose of our stock option plans is to give the company a competitive advantage in attracting, retaining and motivating officers, employees, directors and consultants and to provide the company and its subsidiaries and affiliates with a stock option plan providing incentives directly linked to the profitability of our businesses and increases in our shareholder value. We have granted a total of 1,432,990 stock options under our stock option plans that in each case were scheduled to vest 25% annually subject to continued employment. The vesting of                     of those options will be accelerated at the closing of this offering so that all of the unvested options under the Private Business, Inc. 2005 Long-Term Equity Incentive Plan and the Private Business, Inc. 2004 Equity Incentive Plan will be immediately exercisable and one-half of the unvested options under the Private Business, Inc. 1999 Equity Incentive Plan will be immediately exercisable. We expect that our executive officers and a former director holding a total of 919,942 options will agree to the lock-up agreements described in “Underwriting” that will subject the shares underlying one-half of their options to a lock-up period of 180 days and the shares underlying the remaining one-half of their shares to a lock-up period of two years. Notwithstanding these lock-up arrangements, the incentive effect of these options will be reduced by the acceleration of vesting, and the performance of our executive officers may be adversely affected. Furthermore, the acceleration of the vesting of these options will require us to recognize a significant compensation expense under SFAS No. 123R on the closing of this offering, and that compensation expense will have a material adverse effect upon our financial results.

After the closing of this offering, Lightyear will continue to own a significant percentage of our voting stock and could influence our management and policies.

      Since January 20, 2004, we have qualified as a controlled company under NASD Rule 4350(c)(5) because Lightyear has controlled a majority of our voting stock. As a controlled company, we have been exempt from certain NASD corporate governance requirements, including the requirements that a majority of our board of directors consist of independent directors and that director nominees be selected or recommended for selection by a majority of the independent directors or by a nominating committee composed solely of independent directors. On completion of this offering, Lightyear will hold 14.9% of our outstanding common stock on a fully diluted basis as explained elsewhere in this prospectus, and we will no longer qualify as a controlled company. We therefore intend to comply with the corporate governance requirements described above on completion of this offering. Lightyear will continue to own a large percentage of our common stock and will continue to have the right to nominate one individual to our board of directors. Accordingly, Lightyear will have the opportunity to influence our management and policies after the offering.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

      This prospectus contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are only predictions and relate to future economic performance, plans and objectives of management for future operations and projections of revenues and other financial items that are based on the beliefs of our management, as well as assumptions made by and information currently available to our management. The words “may,” “will,” “should,” “could,” “would,” “expect,” “estimate,” “anticipate,” “intend,” “believe,” “plan,” “predict,” “potential,” “continue,” or the negative of these terms or similar expressions are intended to identify forward-looking statements. Some of the forward-looking statements relate to our intent, belief or expectations regarding our strategies and plans for operations and growth. Other forward-looking statements relate to trends affecting our financial condition and results of operations and our anticipated capital needs and expenditures. These statements involve risks, uncertainties and assumptions, including industry and economic conditions, competition and other factors discussed in “Risk Factors” and elsewhere in this prospectus. These forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ materially from those that are anticipated in the forward-looking statements.

      For these forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You should not place undue reliance on the forward-looking statements, which speak only as of the date of this prospectus. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in this prospectus or referred to in this section. Except as may be required by law, we undertake no obligation to publicly update or revise any forward-looking statements after the date of this prospectus, whether as a result of new information, future events, unanticipated events or otherwise.

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USE OF PROCEEDS

      The net proceeds from our sale of                 shares of common stock in this offering will be approximately $               , after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use approximately $33.3 million of those net proceeds to purchase from Lightyear and retire all of the outstanding shares of our Series A and Series C preferred stock and to purchase from Lightyear and cancel a portion of the outstanding common stock warrants. For more information about our past transactions with Lightyear and the Lightyear recapitalization that will occur on the closing of this offering, see “Certain Relationships and Related Party Transactions—Transactions with Lightyear.”

      Under our amended and restated $19.75 million credit facility with Bank of America, we are obligated to use the proceeds from any sale of equity securities to repay in full all amounts outstanding under the facility. We will use approximately $19.1 million of the net proceeds from this offering to repay the outstanding amount under the facility, in which event the $2.0 million revolving credit line under the facility will increase to $11.75 million and will remain available to us. We used the proceeds from this facility to fund the acquisition of Goldleaf Technologies on January 31, 2006. The facility matures on January 23, 2008, except that a $6.0 million term loan included in the facility has a maturity date of July 23, 2006 and a $1.75 million unsecured portion of the facility matures on September 30, 2006. Borrowings under the facility accrue interest at LIBOR plus 300 basis points or Bank of America’s prime rate, as we select. We are currently paying interest at a rate of 7.75% per annum. The $6.0 million term loan included in the facility is guaranteed by The Lightyear Fund, L.P., an affiliate of Lightyear. When we repay the amounts outstanding under the facility, this guaranty will terminate. For more information about this credit facility, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

      We intend to use approximately $2.1 million of the net proceeds of this offering to purchase and retire all the outstanding shares of our Series B preferred stock.

      We intend to use the remaining net proceeds of approximately $          from this offering to fund our business strategy and for working capital and general corporate purposes, including potential future acquisitions. The amounts that we actually spend for our business strategy, working capital and other general corporate purposes will vary significantly depending on a number of factors, including future revenue growth, if any, and the amount of cash that we generate from operations. As a result, we will retain broad discretion over the allocation of the net proceeds of this offering. We also may use a portion of the net proceeds for the acquisition of businesses, products or technologies that we could use to expand our business. We periodically review acquisitions and strategic investment opportunities related to our business, and we believe that it is desirable to have funds on hand so that we have the ability to make acquisitions and strategic investments promptly. As of the date of this prospectus, we have no arrangements, agreements or commitments for the acquisition of any businesses, products or technologies.

      Pending these uses, we will invest the net proceeds of this offering in short-term interest bearing investment grade securities.

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CAPITALIZATION

      The following table provides our cash and cash equivalents and our capitalization as of March 31, 2006:

• on an actual basis; and

• on a pro forma as adjusted basis to give effect to:

• our sale of                 shares of common stock in this offering at the public offering price of $                        per share, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us;

•  the closing of the Lightyear recapitalization, including an estimated $           million non-recurring, non-cash charge to our consolidated statement of income;

•  the acceleration of the vesting of stock options on the closing of this offering, the effects of which include an estimated $           million non-recurring, non-cash charge to our consolidated statement of income;

• the repayment of the amount outstanding under our $19.75 million credit facility; and

• the purchase and retirement of all outstanding shares of our Series B preferred stock.

      You should read this table in conjunction with “Selected Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as the audited consolidated financial statements and related notes included elsewhere in this prospectus. For a description of the Lightyear recapitalization, see “Certain Relationships and Related Party Transactions—Transactions with Lightyear—Lightyear Recapitalization.” For more information regarding acceleration of vesting of some of our outstanding stock options on the closing of this offering, see “Certain Relationships and Related Party Transactions—Acceleration of Stock Options on Closing of this Offering.”

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				As of March 31, 2006
				Unaudited
						Pro Forma
				Actual		as Adjusted
				(In thousands)
Cash and cash equivalents				$	1,360	$
Long-term debt:
	Term notes				7,900
	Revolving line of credit				1,600
	Capital lease obligations, net of current portion				1,257
	Redeemable preferred stock—Series C non-convertible; 10,000 shares issued and outstanding, actual, net of discount of $1,416; and no shares issued and outstanding, pro forma as adjusted				8,584
			Total long-term debt(1)		19,341
Short-term debt(1)					8,850
Current portion of capital lease obligations					258
Stockholders’ equity:
	Common stock, no par value; 100,000,000 shares authorized and 3,162,290 shares issued and outstanding, actual (adjusted for reverse split); and         shares issued and outstanding, pro forma as adjusted				—
	Preferred Stock, 20,000,000 shares authorized:
		Series A non-convertible, no par value; 20,000 shares issued and outstanding, actual; and no shares issued and outstanding, pro forma as adjusted			6,209
		Series B convertible, no par value; 40,031 shares issued and outstanding, actual; no shares issued and outstanding, pro forma as adjusted			114
	Additional paid-in capital				7,625
	Retained earnings				2,833
			Total stockholders’ equity		16,781
			Total capitalization	$	46,590	$

(1)  Debt excludes non-recourse lease notes payable of approximately $5.6 million, which are non-recourse to us and are secured by the leased equipment purchased using the proceeds of the non-recourse notes.

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PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

      Our shares of common stock are listed on the Nasdaq Capital Market under the symbol “GFSI.” The last reported sales price for our common stock on June 2, 2006 was $9.15 per share. As of April 14, 2006, there were approximately 2,563 holders of record of our common stock.

      The following table provides for the periods indicated, the range of high and low sale prices for our common stock (as adjusted for the one-for-five reverse stock split that will occur before the closing of this offering) as reported by the Nasdaq Capital Market. The quotations represent interdealer quotations, without adjustments for retail mark ups, mark downs, or commissions, and may not necessarily represent actual transactions.

	Bid Quotations
For the Year Ended December 31, 2004	High		Low
First Quarter	$	9.40	$	5.15
Second Quarter		13.75		7.40
Third Quarter		12.35		8.50
Fourth Quarter		12.20		7.55

For the Year Ended December 31, 2005	High		Low
First Quarter	$	12.50	$	9.75
Second Quarter		10.75		6.60
Third Quarter		10.30		6.50
Fourth Quarter		7.35		3.25

For the Quarter Ended March 31, 2006	High		Low
First Quarter	$	9.10	$	5.40
Second Quarter through June 2, 2006		10.10		7.25

      We have not declared or paid any cash dividends on our common stock and currently intend to retain any future earnings for use in our business. Further, our credit facility prohibits our paying cash dividends on our common stock, and we may enter into other borrowing arrangements in the future that restrict our ability to declare or pay cash dividends on our common stock. Accordingly, we do not anticipate declaring or paying any cash dividends on our common stock in the foreseeable future.

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SELECTED CONSOLIDATED FINANCIAL DATA

      You should read the following selected consolidated financial data together with our consolidated financial statements and the related notes, with our pro forma consolidated financial statements and with “Use of Proceeds” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus. Our selected consolidated statements of operations data for the three months ended March 31, 2005 and 2006 and the balance sheet data as of March 31, 2006 are derived from, and are qualified by reference to, our unaudited interim consolidated financial statements that are included in this prospectus. Our selected consolidated statement of operations data for the year ended December 31, 2005 and our selected consolidated balance sheet data at December 31, 2005 have been derived from, and are qualified by reference to, our consolidated financial statements that have been audited by Grant Thornton, an independent registered public accounting firm, and that are included in this prospectus. Our selected consolidated statement of operations data for the years ended December 31, 2003 and 2004 and our selected consolidated balance sheet data at December 31, 2003 and 2004 are derived from, and are qualified by reference to, our consolidated financial statements that have been audited by Ernst & Young, an independent registered public accounting firm, and that are included in this prospectus. Our selected consolidated statement of operations data for the years ended December 31, 2001 and 2002 and the selected consolidated balance sheet data at December 31, 2001 and 2002 are derived from our audited consolidated financial statements that are not included in this prospectus. Our pro forma selected unaudited consolidated statement of operations data for the three months ended March 31, 2006 give effect to our acquisition of Goldleaf Technologies as if it had occurred on January 1, 2006. Our pro forma selected consolidated statement of operations data for the year ended December 31, 2005 give effect to our acquisitions of KVI Capital, Captiva and Goldleaf Technologies as if those acquisitions had occurred on January 1, 2005.

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																								Pro Forma
																		Three Months
																		Ended									Three Months
			Year Ended December 31,															March 31,						Year Ended			Ended
																								December 31,			March 31,
			2001			2002			2003			2004			2005			2005			2006			2005			2006
(In thousands, except per share data)
																		(Unaudited)						(Unaudited)
Consolidated Statement of Operations Data:
Total revenues			$	55,760		$	54,545		$	42,730		$	39,649		$	38,351		$	9,199		$	13,031		$	49,316		$	14,004
Cost of revenues				3,529			4,221			4,011			3,593			3,969			831			1,730			7,487			2,024
Gross profit				52,231			50,324			38,719			36,056			34,382			8,368			11,301			41,829			11,980
General and administrative				23,231			22,722			16,764			13,596			12,118			3,165			5,017			19,788			5,455
Selling and marketing				20,644			19,122			16,367			17,415			17,514			4,364			5,048			19,964			5,279
Research and development				453			566			445			398			257			65			247			409			300
Amortization				628			915			848			356			421			81			463			2,064			551
Other operating (income) expense, net				4,270			131			282			1,457			(3	)		—			109			101			109
	Total operating expenses			49,226			43,456			34,706			33,222			30,307			7,675			10,884			42,326			11,694
Operating income (loss)				3,005			6,868			4,013			2,834			4,075			693			417			(497	)		286
Interest expense, net				(3,344	)		(1,798	)		(1,492	)		(468	)		(381	)		(70	)		(655	)		(2,966	)		(742	)
Other income				—			—			427			266			—			—			—			—			—
(Loss) income before provision for income taxes				(339	)		5,070			2,948			2,632			3,694			623			(238	)		(3,463	)		(456	)
Benefit (provision) for income taxes				132			(1,977	)		(1,150	)		(62	)		(1,359	)		(244	)		91			1,351			178
		Net (loss) income		(207	)		3,093			1,798			2,570			2,335			379			(147	)		(2,112	)		(278	)
		Preferred stock dividends		(63	)		(160	)		(160	)		(2,056	)		(2,160	)		(540	)		(552	)		(2,160	)		(552	)
		Net (loss) income available to common stockholders	$	(270	)	$	2,933		$	1,638		$	514		$	175		$	(161	)	$	(699	)	$	(4,272	)	$	(830	)
Net (loss) income per share:
	Basic		$	(0.12	)	$	1.05		$	0.58		$	0.18		$	0.06		$	(0.06	)	$	(0.22	)	$	(1.39	)	$	(0.05	)
	Diluted		$	(0.12	)	$	1.02		$	0.58		$	0.17		$	0.06		$	(0.06	)	$	(0.22	)	$	(1.39	)	$	(0.05	)
Shares used in calculation of net income per share:
	Basic			2,214			2,801			2,805			2,848			2,945			2,915			3,144			3,079			3,166
	Diluted			2,214			2,862			2,823			2,941			3,003			2,915			3,144			3,079			3,166
Other Financial Data:
EBITDA(1)			$	7,493		$	11,949		$	8,958		$	5,941		$	6,179			1,218		$	1,383		$	3,764		$	1,252

	Year Ended December 31,
															March 31,
	2001			2002			2003			2004		2005			2006
(In thousands)
															(Unaudited)
Consolidated Balance Sheet Data:
Cash	$	2,648		$	1,146		$	1,586		$	7	$	187		$	1,360
Receivables		8,387			7,146			5,003			4,610		4,799			5,333
Total assets		41,627			33,301			27,085			21,371		36,557	(2)		68,613	(2)
Total long-term debt(3)		31,109			23,190			19,277			1,666		8,509	(4)		10,757
Redeemable preferred stock(5)		—			—			—			—		—			8,584
Stockholders’ (deficit) equity		(9,191	)		(5,989	)		(4,368	)		13,396		16,853			16,781

(1)  EBITDA is a non-GAAP financial measure. GAAP means generally accepted accounting principles in the United States. EBITDA is defined as GAAP net income plus interest expense, income taxes and depreciation and amortization less interest earned. We have provided EBITDA because we believe it is a commonly used measure of financial performance in comparable companies and because we believe it will help investors and analysts evaluate companies on a consistent basis, as well as enhance an understanding of our operating results. Our management uses EBITDA:

  •  as a measurement of operating performance because it assists us in comparing our operating performance on a consistent basis, given that it removes the effect of items not directly resulting from our core operations;

  •  for planning purposes, including the preparation of our internal annual operating budget and the calculation of our ability to borrow under our credit facility (with further adjustments as required under the terms of our credit facility);

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  •  to allocate resources to enhance the financial performance of our business;

  •  to evaluate the effectiveness of our operational strategies; and

  •  to evaluate our capacity to fund capital expenditures and expand our business.

      Other companies may calculate EBITDA differently than we do. In addition, EBITDA:

  •  does not represent net income or cash flows from operating activities as defined by GAAP;

  •  is not necessarily indicative of cash available to fund our cash flow needs; and

  •  should not be considered as an alternative to net income, income from operations, cash provided by operating activities or our other financial information as determined under GAAP.

      Reconciliations of net (loss) income to EBITDA are as follows:

																	Pro Forma
												Three Months
												Ended								Three Months
	Year Ended December 31,											March 31,					Year Ended			Ended
																	December 31,			March 31,
	2001			2002		2003		2004		2005		2005		2006			2005			2006
(In thousands)
												(Unaudited)					(Unaudited)
Net (loss) income	$	(207	)	$	3,093	$	1,798	$	2,570	$	2,335	$	379	$	(147	)	$	(2,112	)	$	(278	)
Interest expense, net		3,344			1,798		1,492		468		381		70		655			2,966			742
(Benefit) provision for income taxes		(132	)		1,977		1,150		62		1,359		244		(91	)		(1,351	)		(178	)
Depreciation and amortization		4,488			5,081		4,518		2,844		2,104		525		966			4,261			1,054
EBITDA	$	7,493		$	11,949	$	8,958	$	5,944	$	6,179	$	1,218		1,383		$	3,764		$	1,340

In calculating EBITDA, we do not add non-cash stock compensation expense to net (loss) income. We recorded non-cash stock-based compensation expense for the following periods as noted: $426,000 for the year ended December 31, 2001, $46,000 for the year ended December 31, 2002, $6,000 for the three-month period ended March 31, 2005 and $160,000 for the three-month period ended March 31, 2006.

(2)	Total assets excludes investments in direct financing leases of approximately $6.9 million as of December 31, 2005 and approximately $6.0 million as of March 31, 2005 purchased with the proceeds of long-term non-recourse lease notes.
(3)	Long-term debt excludes long term non-recourse lease notes payable of approximately $6.4 million as of December 31, 2005 and approximately $5.6 million as of March 31, 2006, which are non-recourse to us and are secured by the leased equipment purchased using the proceeds of the non-recourse notes.
(4)	Net of discount of $1,491,000.
(5)	Net of discount of $1,416,000.

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MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

      The following is a discussion and analysis of our financial condition and results of operations and should be read in conjunction with our consolidated financial statements and related notes, and with the information contained in “Selected Consolidated Financial Data,” included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could vary materially from those indicated, implied or suggested by these forward-looking statements as a result of many factors, including those discussed in “Risk Factors” and elsewhere in this prospectus. For an overview of our business segments, including a description of products and services that we provide, see the section entitled “Business.”

Overview

      We provide a suite of technology-based products and services that help community financial institutions compete more effectively with larger regional and national financial institutions. We believe that community financial institutions, which have traditionally competed on personalized service, are facing increasing challenges to improve their operating efficiencies and grow their customer base. These challenges include:

•  growing competition with larger national and regional banks;

•  the emergence of non-traditional competitors;

•  the compression of margins on traditional products;

•  the convergence of financial products into a single institution; and

•  legislative changes accelerating the need for financial institutions to offer a wider range of products and services to their customers.

      We believe that these competitive pressures are particularly acute for community financial institutions, which lack the substantial capital and specialized personnel to address their technology needs internally. Our solutions enable our clients to focus on their core competencies while we help them meet their product and technology needs. We provide our solutions primarily on an outsourced basis.

      The financial technology industry is currently characterized by significant acquisition activity, the introduction of new product and service offerings for financial institutions and an increased emphasis on security of customer data. We believe that these trends will result in greater opportunities for providers of financial technology.

      Historically, we have generated our revenues primarily from participation fees, software licenses fees, maintenance fees and insurance brokerage fees derived from BusinessManager, our accounts receivable financing solution, and from fees associated with our retail inventory management services product. For the quarter ended March 31, 2006, we derived approximately 53.0% of our consolidated revenues from BusinessManager and approximately 16.1% of our consolidated revenues from retail inventory management services. We expect to continue to generate a substantial portion of our revenues from these sources during the remainder of 2006 and for some period thereafter. In recent years, our revenues from BusinessManager and retail inventory management services have declined from year-to-year, and this trend may continue. Partly as a result of the performance of our BusinessManager and retail inventory management services businesses, in December 2005 we broadened our focus to

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providing a suite of solutions primarily to community financial institutions. We accomplished this shift in strategy by acquiring:

• Captiva, which added core data processing as well as image and item processing;

• P.T.C., which added teller automation systems; and

• Goldleaf Technologies, which added ACH processing, remote capture processing, and website design and hosting.

We paid approximately $29.0 million for these acquisitions and our earlier acquisition of KVI Capital in July 2005, and we recorded goodwill totaling approximately $17.5 million.

      In addition to these acquisitions, we further implemented our strategy by adding several new members to our management team who have significant industry experience, including Lynn Boggs, our new chief executive officer. We now offer products and services to over 2,500 community financial institutions, which gives us an opportunity to cross-sell our full range of products and services across our client base.

Revenues

      We generate revenue from three main sources:

• financial institution service fees;

• retail inventory management services; and

• other products and services.

      Financial Institution Service Fees

      Financial institution service fees include:

• participation fees and insurance brokerage fees;

• core data processing and image processing fees;

• software license and maintenance fees;

•  ACH origination and processing fees;

•  remote capture and deposit processing fees;

•  leasing revenues; and

•  financial institution website design and hosting fees.

      Participation Fees, Insurance Brokerage Fees and Maintenance Fees from Our Accounts Receivable Financing Solution. We derive revenue from two types of participation fees. First, we earn a fee during the first 30 days after a client financial institution implements our solution and purchases accounts receivable from its small business customers. Second, we earn an ongoing participation fee from subsequent purchases of accounts receivable by the client. Both types of fees are based on a percentage of the accounts receivable that the client purchases during each month, with the second type of fee being a smaller percentage of the accounts receivable purchased.

      Insurance brokerage fees are derived from the sale of credit and fraud insurance products issued by a third-party national insurance company. We earn fees based on a percentage of the premium paid to the insurance company. We recognize these commission revenues when our financial institution clients purchase the accounts receivable covered by credit and fraud insurance policies.

      Core Data Processing and Image Processing Fees. We generate support and service fees from implementation services, from ongoing support services to assist the client in operating the systems and to enhance and update the software and from providing outsourced core data processing services. We

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derive revenues from outsourced item and core data processing services from monthly usage fees, typically under multi-year contracts with our clients.

      Software License and Maintenance Fees. We derive software license fees from the sale of software associated with our accounts receivable financing solutions and our core data processing solution. Software license fees for our accounts receivable financing solutions consist of two components: a license fee and a client training and support fee. We receive these one-time fees on the initial licensing of our program to a client financial institution. Our license agreements have terms ranging from three to five years and are renewable for subsequent terms. We generate annual software maintenance fees from our client financial institutions starting on the first anniversary of the BusinessManager license agreement and annually thereafter. We license our core data processing product under standard license agreements that typically provide the client with a non-exclusive, non-transferable right to use the software. We generate annual software maintenance fees from our client financial institutions starting on the first anniversary of the core data processing license agreement and annually thereafter.

      ACH Origination and Processing, Remote Capture and Deposit Processing Fees. We license these products via up-front fees to financial institutions at the time of execution of the agreements, which are typically five-year contracts. We defer these up-front fees and recognize them ratably over the estimated lives of the customer relationship. We also generate monthly fees from each originator of ACH transactions, and we receive fees for each ACH transaction that occurs each month. We offer annual maintenance support to all of our financial institution clients for a fee that is generally equal to 20% of the up-front fees.

      Leasing Revenues. Subsequent to our acquisition of KVI Capital in August 2005, we began to offer equipment leasing services to some of our clients. We have no credit risk exposure for these leases. Our leases fall into two categories: direct financing leases and operating leases. For direct financing leases, the investment in direct financing leases caption consists of the sum of the minimum lease payments due during the remaining term of the lease and unguaranteed residual value of the leased asset. We record the difference between this sum and the cost of the leased asset as unearned income. We amortize unearned income over the lease term so as to produce a constant periodic rate of return on the net investment in the lease. For leases classified as operating leases, we record the leased asset at cost and depreciate the leased asset. We record lease payments as rent income during the period earned.

      Financial Institution Website Design and Hosting Fees. We offer website design and hosting services to financial institutions, although we do not host any confidential bank data on our servers. The revenues we generate for these services consist of up-front fees associated with the design and implementation of each website and monthly hosting fees for hosting each website in our data center.

      Retail Inventory Management Services

      We generate retail inventory management services revenue from fees we charge primarily for providing inventory merchandising and forecasting information for specialty retail stores and ancillary services related to these products. We use proprietary software to process sales and inventory transactions and provide the merchandising forecasting information.

      Other Products and Services

      We generate revenues from charges for our Free Checking direct mail program, sales of standard business forms used in our BusinessManager program and statement rendering and mailing.

      Historically, we have derived substantially all of our revenues from fees associated with our accounts receivable financing solutions and retail inventory management services. While we believe that our recent acquisitions and product diversification will enable us to derive revenues from a broader mix of products and services, we anticipate that revenues derived from our accounts receivable solutions and inventory management services will continue to account for a substantial portion of our revenues in 2006 and for a period thereafter.

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Results of Operations

      The following table provides, for the periods indicated, the percentage relationship of the identified consolidated statement of operations items to total revenues.

												Three Months
			Year Ended December 31,									Ended March 31,
			2003			2004			2005			2005			2006
Revenues:
	Financial institution service fees			77.4	%		76.7	%		76.3	%		75.7	%		78.4	%
	Retail inventory management services			21.3			22.7			22.6			23.9			16.1
	Other products and services			1.3			0.6			1.1			0.4			5.5
		Total revenues		100.0			100.0			100.0			100.0			100.0
Cost of revenues:
	Financial institution service fees			6.5			6.1			7.7			5.9			11.4
	Retail inventory management services			2.9			2.9			2.6			3.1			1.9
Gross profit				90.6			90.9			89.7			91.0			86.7
Operating expenses:
	General and administrative			39.2			34.3			31.6			34.4			38.5
	Selling and marketing			38.3			43.9			45.7			47.5			38.7
	Research and development			1.0			1.0			0.7			0.7			1.9
	Amortization			2.0			0.9			1.1			0.9			3.6
	Other operating (income) expense, net			0.7			3.7			0.0			0.0			0.8
		Total operating expenses		81.2			83.8			79.1			83.5			83.5
Operating income				9.4			7.1			10.6			7.5			3.2
Interest expense, net				(3.5	)		(1.2	)		(1.0	)		(0.8	)		(5.0	)
Other income				0.9			0.7			0.0			0.0			0.0
Income (loss) before income taxes				6.8			6.6			9.6			6.7			(1.8	)
Income tax provision (benefit)				2.7			0.2			3.4			2.7			(0.7	)
Net income (loss)				4.1	%		6.4	%		6.2	%		4.0	%		(1.1	)%

      Historically, we have reported our results of operations using the following line items: participation fees; software license; retail inventory management services; insurance brokerage fees; and maintenance and other. Due to our recent acquisitions, we believe that the presentation set forth above, using line items for financial institution service fees, retail inventory management services and other products and services, will be more useful to an understanding of our operations. Therefore, we intend to present our consolidated statement of operations as set forth above on an ongoing basis.

Three Months Ended March 31, 2006 Compared to Three Months Ended March 31, 2005

      Total revenues for the first quarter of 2006 increased 41.7% to $13.0 million compared to $9.2 million for the comparable period of 2005.

      Financial Institution Service Fees. Financial institution service fees increased 46.8% to $10.2 million for the three months ended March 31, 2006 compared to $7.0 million for the three months ended March 31, 2005. The increase is primarily attributable to revenues generated by the entities we acquired during late 2005 and early 2006: KVI Capital, Captiva, P.T.C. and Goldleaf Technologies. Revenues

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from these acquired businesses totaled $2.8 million for the first quarter of 2006. The remaining increase relates to an increase in customer deconversion fees and increases in Free Checking and MedCash Manager revenues totaling approximately $288,000. As a percentage of total revenues, financial institution service fees accounted for 78.4% for the three months ended March 31, 2006 compared to 75.7% for the three months ended March 31, 2005.

      Retail Inventory Management Services. Retail inventory management services revenues declined 4.9% to $2.1 million during the three months ended March 31, 2006 as compared to $2.2 million for the three months ended March 31, 2005. The decline is due to a reduction in point-of-sale support customers and a decline in billing services provided by RMSA to its customers. As a percentage of total revenues, retail inventory management services accounted for 16.1% for the first quarter of 2006 compared to 23.9% in the first quarter of 2005.

      Other Products and Services. Revenues from other products and services increased substantially to $722,000 for the three months ended March 31, 2006 compared to $37,000 for the three months ended March 31, 2005. Other products and services include the sale of premium gifts associated with our Free Checking product, and equipment sales associated with our remote capture and ACH products. Approximately $685,000 of the increase is attributable to Free Checking gifts totaling $333,000 and remote capture equipment sales totaling $285,000. Revenues from other products and services accounted for 5.5% of total revenues for the three months ended March 31, 2006 compared to 0.4% for the three months ended March 31, 2005.

      Cost of Revenues — financial institution service fees. Cost of revenues for financial institution services fees increased to $1.5 million for the three months ended March 31, 2006 compared to $544,000 for the three months ended March 31, 2005. This increase is primarily due to cost of sales of $164,000, $154,000 and $239,000 associated with KVI Capital, Captiva and Goldleaf Technologies, respectively. The remaining increase relates to increases in Free Checking expenses of $287,000 and MedCash expenses of $99,000. As sales of these products have increased in the first quarter of 2006, the costs associated with these products have also increased. There were minimal costs associated with these products during the first quarter of 2005. As a percentage of total revenues, cost of sales for financial institution service fees increased 11.4% for the three months ended March 31, 2006 compared to 5.9% for the three months ended March 31, 2005.

      Cost of Revenues — retail inventory management services. Cost of revenues related to retail inventory management services decreased 13.9% to $247,000 for the three months ended March 31, 2006 compared to $287,000 for the three months ended March 31, 2005. This decrease is due to a decline in salaries and benefits expense related to our point-of-sale customer support department. As a percentage of total revenues, cost of sales for retail inventory management services decreased to 1.9% for the three months ended March 31, 2006 compared to 3.1% for the three months ended March 31, 2005.

      General and Administrative. General and administrative expenses increased 58.5% to $5.0 million for the three months ended March 31, 2006 compared to $3.2 million for the three months ended March 31, 2005. General and administrative expenses include the cost of our executive, finance, human resources, information and support services, administrative functions and general operations. The increase is primarily due to the additional general and administrative expenses of $817,000 and $642,000 associated with Goldleaf Technologies and Captiva, respectively. The majority of these expenses are salary and benefits for the non-sales employees of these entities. Also expensed in the first quarter of 2006 is approximately $160,000 of non-cash stock compensation expense as a result of our adoption of SFAS No. 123R, which requires the estimated fair value of employee stock options to be expensed over the service period. As a percentage of total revenue, general and administrative expenses decreased to 38.5% for the three months ended March 31, 2006 compared to 34.4% for the three months ended March 31, 2005.

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      Selling and Marketing. Selling and marketing expenses increased 15.7% to $5.0 million for the three months ended March 31, 2006 compared to $4.4 million for the three months ended March 31, 2005. Selling and marketing expenses include cost of wages and commissions paid to our sales force, travel costs of the sales force, recruiting for new sales and marketing personnel and marketing fees associated with direct and telemarketing programs. Selling and marketing expenses also include the cost of processing fees paid to third parties related to the delivery of certain products and services. The increase was primarily due to the acquisition of Goldleaf Technologies, which contributed approximately $687,000 to this category. As a percentage of total revenue, selling and marketing expenses were 38.7% and 47.5% for the three months ended March 31, 2006 and March 31, 2005, respectively.

      Research and Development. Research and development expenses increased to $247,000 for the three months ended March 31, 2006 compared to $65,000 for the three months ended March 31, 2005. Research and development expenses include the non-capitalizable direct costs associated with developing new versions of our software, as well as other software development projects that, in accordance with GAAP, we do not capitalize. The increase was primarily due to research and development activities for our remote capture and ACH products. These costs totaled approximately $206,000 during the three months ended March 31, 2006. As a percentage of total revenues, research and development expenses increased to 1.9% for the three months ended March 31, 2006 compared to 0.7% for the three months ended March 31, 2005.

      Amortization. Amortization expense increased to $463,000 for the three months ended March 31, 2006 compared to $81,000 for the three months ended March 31, 2005. These expenses include the cost of amortizing intangible assets, including trademarks and software development costs, as well as identified intangibles recorded from our August 2001 merger with Towne Services and our acquisitions. The increase for the first three months of 2006 is due to the acquisitions of KVI Capital, Captiva, P.T.C. and Goldleaf Technologies during late 2005 and early 2006. The identifiable intangible assets recorded in these acquisitions resulted in an increase of approximately $381,000 in total amortization expense for the three months ended March 31, 2006.

      Other Operating (Income) Expense, Net. Other operating (income) expense, net for the three months ended March 31, 2006 totaled $109,000. We had no other operating expenses for the three months ended March 31, 2005. For the three months ended March 31, 2006, other operating expenses included an approximate $112,000 charge related to the write-off of debt issuance costs associated with the debt facility before it was amended and restated in its entirety on January 23, 2006.

      Operating Income. As a result of the above factors, our operating income decreased 39.8% to $417,000 for the three months ended March 31, 2006, compared to operating income of $693,000 for the three months ended March 31, 2005. As a percentage of total revenue, operating income was 3.2% for the three months ended March 31, 2005.

      Interest Expense, Net. Interest expense, net increased to $655,000 for the three months ended March 31, 2006 compared to $70,000 for the three months ended March 31, 2005. The increase for the first three months of 2006 is primarily due to a large increase in our total debt outstanding for the first quarter of 2006 as compared to the first quarter of 2005. Our average debt outstanding in the first quarter of 2006 was approximately $28.0 million compared to approximately $3.4 million for the first quarter of 2005. Interest rates have also increased from 2005 to 2006. Included in interest expense during the first quarter of 2006 is the amortization of the debt discount associated with our Series C preferred stock. For the first quarter ended March 31, 2006 and 2005, interest expense includes approximately $89,000 and $24,000 of debt issuance cost amortization, respectively.

      Income Tax Provision (Benefit). We had an income tax benefit of approximately $91,000 for the three months ended March 31, 2006 compared to a provision of $244,000 for the three months ended March 31, 2005. We expect our effective tax rate to be approximately 39% in all future periods. As a percentage of income before taxes, the income tax rate was approximately 39% for the first quarter of 2006.

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          Year Ended December 31, 2005 Compared to Year Ended December 31, 2004

      Total revenues decreased 3.3% to $38.4 million for the year ended December 31, 2005, compared to $39.6 million for the year ended December 31, 2004.

      Financial Institution Service Fees. Financial institution service fees decreased $1.1 million, or 3.6%, to $29.3 million for the year ended December 31, 2005, compared to $30.4 million for the year ended December 31, 2004. The decrease was primarily due to a decline in revenues of $2.2 million attributable to our accounts receivable financing product, BusinessManager. Total receivables funded through BusinessManager declined to $3.82 billion in 2005 compared to $4.03 billion in 2004. This decrease was primarily the result of fewer small businesses funding through BusinessManager and fewer community financial institutions offering funding through BusinessManager during 2005 as compared to 2004, which we believe was due in part to a significant amount of turnover in the management and personnel of our sales force for this product. Although attrition rates for small businesses and client financial institutions were relatively stable, new sales to small businesses were lower than necessary to increase total participation fees. This decrease was partially offset by $595,000 in fees from new product introductions and $678,000 related to the acquisitions of KVI Capital and Captiva, both of which we acquired during 2005.

      Retail Inventory Management Services. Retail inventory management services fees decreased to $8.7 million for 2005 as compared to $9.0 million for 2004. The decrease of $325,000, or 3.6%, from 2004 was primarily a result of a decline in monthly forecast service fees of $227,000 due to a decrease in the number of forecast customers. As a percentage of total revenues, retail inventory management services fees accounted for 22.6% during 2005 compared to 22.7% in 2004.

      Other Products and Services. Revenues from other products and services increased $179,000, or 74.9%, to $418,000 for the year ended December 31, 2005 compared to $239,000 for the year ended December 31, 2004. This increase was primarily attributable to $298,000 in revenue from our Free Checking program, partially offset by a reduction in forms sales and other miscellaneous revenue.

      Cost of Revenues — financial institution service fees. Cost of revenues related to financial institution service fees increased 21.1% to $3.0 million for the year ended December 31, 2005 compared to $2.4 million for the year ended December 31, 2004. This increase is primarily attributable to a cost of sales related to our Free Checking program of $378,000 and cost of sales for discount interest expense of $180,000 associated with our leasing product. Neither of these products existed in 2004. As a percentage of total revenues, cost of sales for financial institution service fees increased to 7.7% for the year ended December 31, 2005 compared to 6.1% for the year ended December 31, 2004.

      Cost of Revenues — retail inventory management services. Cost of revenues related to retail inventory management services decreased 12.9% to $1.0 million for the year ended December 31, 2005 compared to $1.2 million for the year ended December 31, 2004. The decrease is due to a decline of approximately $76,000 in salary and benefits expense related to a reduction in headcount and a $54,000 reduction in the cost of postage and outside processing services associated with the generation of our forecast reports.

      General and Administrative. General and administrative expenses decreased 10.9% to $12.1 million for the year ended December 31, 2005, compared to $13.6 million for the year ended December 31, 2004. The decrease was due to a $655,000 decrease in depreciation expense in 2005 due to lower capital spending over the last two years. Also contributing to the decrease was a decline $586,000 in salary and benefits expense due to a decrease in the number of general and administrative personnel during 2005 as compared to 2004. As a percentage of total revenues, general and administrative expenses decreased to 31.6% for the year ended December 31, 2005 compared to 34.3% for the year ended December 31, 2004.

      Selling and Marketing. Selling and marketing expenses increased 1.0% to $17.5 million for the year ended December 31, 2005, compared to $17.4 million for the year ended December 31, 2004. Selling

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and marketing expenses include cost of wages and commissions paid to our sales force, travel costs of the sales force, recruiting for new sales and marketing personnel and marketing fees associated with direct and telemarketing programs. Sales salaries and benefits increased by $539,000. This increase was partially offset by decreases in commission expense of $431,000. As a percentage of total revenues, selling and marketing expenses increased to 45.7% for the year ended December 31, 2005, compared to 43.9% for the year ended December 31, 2004.

      Research and Development. Research and development expenses decreased 35.4% to $257,000 for the year ended December 31, 2005, compared to $398,000 for the previous year ended December 31, 2004. Research and development expenses include the non-capitalizable direct costs associated with developing new versions of our software, as well as other software development projects that, in accordance with GAAP, we do not capitalize. The decrease was primarily due to our capitalizing an increased percentage of total development staff during 2005. As a percentage of total revenues, research and development expenses decreased to 0.7% for the year ended December 31, 2005 compared to 1.0% for 2004.

      Amortization. Amortization expenses increased 18.3% to approximately $421,000 for the year ended December 31, 2005, compared to approximately $356,000 for the previous year. These expenses include the cost of amortizing intangible assets, including trademarks and identified intangibles recorded from our August 2001 merger with Towne Services and the acquisitions of KVI Capital and Captiva. The increase is primarily due to the amortization of new intangibles recorded as a result of the KVI and Captiva acquisitions in 2005.

      Other Operating (Income) Expense, Net. Other operating (income) expense, net decreased significantly to operating income of $3,000 for the year ended December 31, 2005 from approximately $1.5 million of expense for 2004. Other operating expenses include property tax and other miscellaneous costs associated with providing support and services to our client financial institutions. The decrease in 2005 is due to significant charges related to the $20.0 million financing we completed with Lightyear in January 2004. The January 2004 Lightyear financing resulted in two significant unusual items: a $780,000 charge for the write-off of deferred financing costs associated with our 1998 credit facility, and a $896,000 charge related to the purchase of a tail directors and officers insurance policy that was required to be expensed immediately. Partially offsetting those two items in 2004 was a reduction in expense of approximately $400,000 due to the favorable conclusion of several state sales tax contingency matters.

      Operating Income. As a result of the above factors, our operating income increased 43.7% to $4.1 million for the year ended December 31, 2005, compared to $2.8 million for the previous year.

      Interest Expense, Net. Interest expense, net decreased $87,000 to $381,000 for the year ended December 31, 2005, compared to $468,000 in 2004. The decrease was primarily due to the reduction of our outstanding debt. Our average debt balance for 2005 was approximately $3.1 million compared to $6.9 million in 2004.

      Other Income. For the year ended December 31, 2004, we received proceeds totaling $266,000 relating to notes receivable from former officers of one of our subsidiaries. Because we had previously written off these notes as uncollectible, their subsequent collection resulted in this gain.

      Income Tax Provision. The income tax provision for the year ended December 31, 2005 was approximately $1.4 million as compared to $62,000 for the year ended December 31, 2004. During September 2004, we recorded a tax benefit of $972,000 relating to an income tax contingent liability for which the statute of limitations expired in that month. As a result, the effective tax rate for the year ended December 31, 2004 was 2.3%. We expect our effective tax rate to be approximately 39.0% in future periods.

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     Year Ended December 31, 2004 Compared to Year Ended December 31, 2003

      Total revenues decreased 7.2% to $39.6 million for the year ended December 31, 2004, compared to $42.7 million for the year ended December 31, 2003.

      Financial Institution Service Fees. Financial institution service fees decreased $2.7 million, or 8.2%, to $30.4 million for the year ended December 31, 2004, compared to $33.1 million for the year ended December 31, 2003. The decrease was primarily due to a decline in revenues of $2.6 million attributable to Business Manager. Total receivables funded through BusinessManager declined to $4.03 billion in 2004 compared to $4.44 billion in 2003. This decrease was primarily the result of fewer small businesses funding through BusinessManager and fewer community financial institutions offering funding through BusinessManager during 2004 as compared to 2003, which we attribute in part to a significant amount of turnover in the management and personnel of our sales force for this product. Although attrition rates for small businesses and client financial institutions were stable, sales to new small businesses were sluggish, which is why we invested heavily in our sales force during 2004. We also incurred a decrease of $244,000 in insurance brokerage fees.

      Retail Inventory Management Services. Retail inventory management services fees decreased to $9.0 million for 2004 as compared to $9.1 million in 2003. As a percentage of total revenues, retail inventory management services fees accounted for 22.7% during 2004 compared to 21.1% in 2003.

      Other Products and Services. Revenues from other products and services decreased $307,000 or 75.5% to $241,000 for the year ended December 31, 2004 compared to $548,000 for the year ended December 31, 2003. This decrease was primarily attributable to recording a $250,000 legal settlement in 2003 without a similar gain in 2004.

      Cost of Revenues — financial institution service fees. Cost of revenues associated with financial institution service fees decreased 12.1% to $2.4 million for the year ended December 31, 2004 as compared to $2.8 million for the year ended December 31, 2003. The decrease was due to a decline in salary and benefits of approximately $182,000 related to a reduction in personnel in our processing departments, as well as an $88,000 decline in bank lockbox processing fees. As a percentage of total revenues, cost of sales related to financial institution service fees decreased to 6.1% for the year ended December 31, 2004 compared to 6.5% for the year ended December 31, 2003.

      Cost of Revenues — retail inventory management services. Cost of revenues associated with retail inventory management services decreased 6.6% to $1.2 million for the year ended December 31, 2004 compare to $1.2 million for the year ended December 31, 2003. The decrease is due to a $78,000 decline in the cost of postage and outside processing services related to the generation of our forecast reports. As a percentage of total revenues, cost of revenues related to retail inventory management services remained constant at 2.9% between years.

      General and Administrative. General and administrative expenses decreased 18.9% to $13.6 million for the year ended December 31, 2004, compared to $16.8 million for the year ended December 31, 2003. The decrease was due to a $1.0 million decrease in depreciation expense to $1.7 million in 2004 as compared to $2.7 million in 2003. This is due to lower capital spending over the last two years. Also contributing to the decrease was a decline in salary and benefits expenses of $1.0 million, due to a decrease in the number of general and administrative personnel during 2004 as compared to 2003. As a percentage of total revenues, general and administrative expenses decreased to 34.3% for the year ended December 31, 2004 compared to 39.2% for the year ended December 31, 2003.

      Selling and Marketing. Selling and marketing expenses increased 6.4% to $17.4 million for the year ended December 31, 2004 compared to $16.4 million for the year ended December 31, 2003. The increase was primarily due to an increase in sales staff, travel expenses and recruiting costs, partially offset by a decrease in commissions expense. As a percentage of total revenues, selling and marketing expenses increased to 43.9% for the year ended December 31, 2004 compared to 38.3% for the year ended December 31, 2003.

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      Research and Development. Research and development expenses decreased 10.6% to $398,000 for the year ended December 31, 2004, compared to $445,000 for the previous year ended December 31, 2003. These costs include the non-capitalizable direct costs associated with developing new versions of our software, as well as other software development projects that, in accordance with GAAP, we do not capitalize. The decrease was primarily due to fewer personnel on staff devoted to research and development activities in 2004. As a percentage of total revenues, research and development expenses remained constant at 1.0% for the years ended December 31, 2004 and 2003.

      Amortization. Amortization expenses decreased 58.0% to approximately $356,000 for the year ended December 31, 2004, compared to approximately $848,000 for the previous year. These expenses include the cost of amortizing intangible assets including trademarks, and debt issuance costs related to our recapitalization in 1998 (reflected only in our 2003 results) as well as identified intangibles recorded from our August 2001 merger with Towne Services. The decrease is primarily the result of decreased debt issuance cost amortization associated with the Bank of America credit facility we entered into in January 2004.

      Other Operating Expense. Other operating expenses increased significantly to $1.5 million for the year ended December 31, 2004 from approximately $282,000 for 2003. Other operating expense included property tax and other miscellaneous costs associated with providing support and services to our client financial institutions. The increase in 2004 is due to significant charges related to the January 2004 Lightyear financing noted above. That financing resulted in two significant unusual items: a $780,000 charge for the write-off of deferred financing costs associated with our 1998 credit facility, and a $896,000 charge related to the purchase of a tail directors and officers insurance policy that was required to be expensed immediately. Partially offsetting these two items was a reduction in expense of approximately $400,000 due to the favorable conclusion of several state sales tax contingency matters.

      Operating Income. As a result of the above factors, our operating income decreased 36.1% to $2.8 million for the year ended December 31, 2004, compared to $4.4 million for the previous year.

      Interest Expense, Net. Interest expense, net decreased $1.0 million to $468,000 for the year ended December 31, 2004 compared to $1.5 million in 2003. The decrease was primarily due to the reduction of our outstanding debt resulting from the January 2004 Lightyear financing. Our average debt balance for 2004 was approximately $6.9 million compared to $26.8 million in 2003.

      Other Income. For the year ended December 31, 2004, we received proceeds totaling $266,000 relating to notes receivable from former officers of one our subsidiaries. Because we had previously written off these notes as uncollectible, their subsequent collection resulted in this gain. For the year ended December 31, 2003, we recorded a gain of $427,000 related to the sale of our insurance division.

      Income Tax Provision. The income tax provision for 2004 was approximately $62,000 as compared to $1.2 million for the year ended December 31, 2003. During September 2004, we recorded a tax benefit of $972,000 relating to an income tax contingent liability for which the statute of limitations expired in September 2004. As a result, the effective tax rate for the year ended December 31, 2004 was 2.3%. We expect our effective tax rate to be approximately 39.0% in future periods.

Critical Accounting Policies

      Management has based this discussion and analysis of financial condition and results of operations on our consolidated financial statements. The preparation of these consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Management evaluates its critical accounting policies and estimates on a periodic basis.

      A “critical accounting policy” is one that is both important to the understanding of the company’s financial condition and results of operations and requires management’s most difficult, subjective or

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complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Management believes the following accounting policies fit this definition:

Revenue Recognition

      We recognize revenue in accordance with SEC Staff Accounting Bulletin No. 104 and other related generally accepted accounting principles. We recognize revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the service has been provided to the customer; (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of our fees is probable.

      Financial institution service fees. We earn two types of participation fees. Both types of fees are based on a percentage of the receivables that a client financial institution purchases from its small business customers during each month. Participation fees are recognized as earned, which is based upon the transaction dates of financial institution purchases from its small business customers.

      We recognize insurance brokerage fee revenues when our financial institution clients purchase the accounts receivable covered by credit and fraud insurance policies and earn our fees based on a percentage of the premium paid to the insurance company.

      We generate maintenance fees and other revenues from several ancillary products and services that we provide to our client financial institutions ratably over a 12-month period beginning on the first anniversary of the agreement with our client.

      For customers that install our core data processing system at their location, we recognize revenues from the installation and training for the system as we provide the installation and training services. In addition, we charge an annual software maintenance fee, which we recognize ratably over the year to which it relates.

      We recognize core data processing and image processing fees as we perform services for our clients. We also generate revenues from the licensing of our core data processing systems. We recognize revenue for licensing these systems in accordance with Statement of Position 97-2, “Software Revenue Recognition.” We recognize the software license after we have signed a non-cancelable license agreement, have installed the products and have fulfilled all significant obligations to the client under the agreement.

      Our acquisition of Goldleaf Technologies added three primary products from which we earn revenues: ACH origination and processing; remote deposit; and website design and hosting. We describe the current revenue recognition policies for these products below.

      We account for the ACH and remote deposit products in accordance with the Financial Accounting Standards Board’s Emerging Issues Task Force (“EITF”) No. 00-21, Revenue Arrangements with Multiple Deliverables. We license these products under automatically renewing agreements, which allow our customers to use the software for the term of the agreement, typically five years, and each renewal period. Typically, there is an up-front fee, an annual or monthly maintenance fee for each year of the contract, and per transaction fees for processing of ACH and remote deposit transactions. We also offer training services on a per training day basis if the customer requests training. Because we have not established sufficient evidence of stand-alone value of the distinct elements of the arrangement, for the periods presented in the accompanying financial statements we have deferred the up-front fees and are amortizing them to revenue over the estimated life of the customer relationship. We have estimated the lives of the customer relationship at six years for the ACH revenue stream and five years for the remote deposit revenue stream. The annual maintenance fee covers telephone support and all unspecified software enhancements and upgrades. We defer annual maintenance fees and recognize them into income over the one-year life of the maintenance agreement. We recognize monthly maintenance fees on a monthly basis as earned and recognize transaction fees monthly as the

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transactions occur. We recognize training revenue when we deliver the training, based on the fair value of the training services when delivered separately.

      We offer financial institution website design services as well as hosting services for the website once design is complete. We charge an up-front fee for the design services and a monthly website hosting fee each month of the contract, which is typically five years. The monthly hosting fee typically includes a limited amount of website maintenance hours each month. We bill for any maintenance work exceeding the designated number of hours included in the monthly hosting fee at an agreed-to hourly rate as the services are rendered. We account for the website design and hosting services in accordance with EITF No. 00-21. Because we have not established objective and reliable evidence of fair value of the undelivered elements—the hosting and maintenance services—we have deferred the up-front design fees and amortize them to revenue over the estimated life of the customer relationship. We have estimated the lives of the customer relationship at five years for the periods presented in the accompanying financial statements. We recognize monthly hosting and maintenance revenues on a monthly basis as earned.

      Software license fees for our accounts receivable financing solution consist of two components: a license fee and a client training and support fee. We receive these one-time fees on the initial licensing of our program to a client financial institution. Some agreements contain performance or deferred payment terms that must be met for us to receive payment and recognize revenue. We recognize revenues from the license fee once we have met the terms of the client agreement. We recognize the client training and support fee ratably over a four-month service period after activation of the license agreement.

      Revenue recognition rules for up-front fees are complex and require interpretation and judgment on the part of management. Each of our products containing software elements, including core data processing, ACH processing, remote capture processing, accounts receivable financing and teller automation systems, requires the establishment of vendor specific objective evidence, or VSOE, for each element of the arrangement. Determining each element of an agreement and establishing VSOE can be complex. If we modify our contract terms to an extent that changes our VSOE conclusions, our revenue recognition practices could be materially affected. Management completed a thorough analysis of the new client licenses for accounts receivable financing we obtained in 2003 and 2004 and concluded that we completed all services related to the up-front fees in approximately four months. As a result, effective January 1, 2005, we changed the estimated service period for recognition of the up-front license fee from a twelve-month to a four-month revenue recognition period. This change in assumptions resulted in an increase of approximately $115,000 in financial institution service fees during the quarter ended March 31, 2005 and increased financial institution service fees by $130,000 for the year ended December 31, 2005. We believe that this practice most accurately portrays the economic reality of the transactions.

      We recognize leasing revenues for both direct financing and operating leases. For direct financing leases, the investment in direct financing leases caption consists of the sum of the minimum lease payments due during the remaining term of the lease and unguaranteed residual value of the leased asset. We record the difference between the total above and the cost of the leased asset as unearned income. We amortize unearned income over the lease term so as to produce a constant periodic rate of return on the net investment in the lease. There is a significant amount of judgment involved in estimated residual values of leased assets at the inception of each lease. Management bases these estimates primarily on historical experience; however, changes in the economy or product obsolescence could adversely affect the residual values actually obtainable. We monitor residual values quarterly to re-assess the recorded amounts. In the event our assumptions change regarding the amounts expected to be realized, we could incur substantial losses related to leased assets. For leases classified as operating leases, we record the leased asset at cost and depreciate the leased asset. We record lease payments as rent income during the period earned.

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Retail Inventory Management Services

      We recognize revenues for our retail inventory management services as the transactions occur and as we perform merchandising and forecasting services.

Other Products and Services

      Revenues from other products and services consist of revenues from Free Checking, our direct mail program, and revenues from the sale of business forms. We record revenues from our Free Checking direct mail campaign as the customer of our client financial institution opens a checking account and receives a premium gift. We also receive a fee for each month that the checking account remains open through the third anniversary of the date that the customer opened the account. We recognize this revenue each month. We recognize revenues related to the business forms we sell in the period that we ship them to the client financial institution.

Software Development Costs

      We expense software development costs incurred in the research and development of new software products and enhancements to existing software products as we incur those expenses until technological feasibility has been established. After that point, we capitalize any additional costs in accordance with Statement of Financial Accounting Standards SFAS No. 86, Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed. In addition, we capitalize the cost of internally used software when application development begins in accordance with AICPA SOP No. 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use, which is generally the point when we have completed research and development, we have established project feasibility, and management has approved a development plan. Many of the costs capitalized for internally used software relate to upgrades or enhancements of existing systems. If the development costs will result in specific additional functionality of the existing system, we capitalize these costs at the point that application development begins. We amortize capitalized software development costs on a straight-line basis over their useful lives, generally three years. The key assumptions and estimates for this accounting policy relate to determining when we have achieved technological feasibility and whether the project being undertaken is one that will be marketable or enhance the marketability of an existing product for externally marketed software and whether the project will result in additional functionality for internal use software projects. Management consults monthly with all project managers to ensure that management understands the scope and expected results of each project to make a judgment on whether a particular project meets the requirements outlined in the authoritative accounting literature described above. There have been no significant changes in the critical assumptions affecting software development costs during any of the reporting periods presented in this prospectus.

Income Taxes

      We account for income taxes in accordance with SFAS No. 109, Accounting for Income Taxes. SFAS No. 109 requires the asset and liability method, meaning that deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. We evaluate our ability to realize the deferred tax assets based on an assessment of the likelihood that we will have sufficient taxable income in future years to realize the recorded deferred tax assets. Deferred taxes for us primarily relate to NOLs, which require considerable judgment regarding whether we will ultimately realize them. For us, this judgment relies largely on whether we expect to have sufficient taxable income in future years that will allow for full use of the NOLs we record. The other key assumption affecting the amount of NOLs we record as a deferred tax asset is the estimated restriction in usage

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due to Section 382 of the Internal Revenue Code. Section 382 is very complex, requiring significant expertise and professional judgment to properly evaluate its effect on our usable NOLs. We use an independent public accounting firm to assist with this evaluation and believe that we have appropriately considered the limitations required by Section 382 in arriving at the deferred tax asset for NOLs. If our assumptions change, we could have significant increases in income tax expense and reductions in deferred tax assets and operating cash flows.

Fair Value of Assets Acquired and Liabilities Assumed in Business Combinations

      Our business combinations require us to estimate the fair value of the assets acquired and liabilities assumed in accordance with SFAS No. 141, Accounting for the Impairment or Disposal of Long-Lived Assets. In general, we determine the fair values based upon information supplied by the management of the acquired entities, which information we substantiate, and valuations using standard valuation techniques. The valuations have been based primarily on future cash flow projections for the acquired assets, discounted to present value using a risk-adjusted discount rate. These future cash flow projections are highly subjective, and changes in these projections could materially affect the amounts calculated for intangible assets. In connection with our acquisitions, we have recorded a significant amount of intangible assets. We are amortizing these assets over their expected economic lives, generally ranging from three to ten years.

Long-Lived Assets, Intangible Assets and Goodwill

      We assess the impairment of identifiable intangibles and long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Impairment is measured as the amount by which the carrying value of the intangible asset exceeds its fair value. Factors we consider important that could trigger an impairment review include the following:

•  significant underperformance relative to expected historical or projected future operating results,

•  significant changes in the manner of our use of the acquired assets or the strategy for our overall business, and

•  significant negative industry or economic trends.

      We also perform an annual impairment test of goodwill at December 31. We assess potential impairment through a comparison of the fair value of each reporting unit versus its carrying value. The estimated fair value of goodwill and intangible assets is based on a number of factors including past operating results, budgets, economic projections, market trends, product development cycles and estimated future cash flows. Changes in these assumptions and estimates could cause a material effect on our financial statements.

Liquidity and Capital Resources

      The following table sets forth the elements of our cash flow statement for the following periods:

										Three Months Ended
	Year Ended December 31,									March 31,
	2003			2004			2005			2005			2006
	(in thousands)
Net cash provided by operating activities	$	7,936		$	6,471		$	4,389		$	408		$	2,066
Net cash used in investing activities		(500	)		(1,201	)		(8,281	)		(219	)		(16,973	)
Net cash provided by (used in) financing activities		(6,996	)		(6,849	)		4,072			(189	)		16,130

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Cash from Operating Activities

      Cash provided by operations for the quarter ended March 31, 2006 totaling $2.1 million was attributable to our operating results plus non-cash depreciation and amortization expense of $966,000 as well as a $1.1 million net increase in working capital. The increase in working capital of $1.1 million was due primarily to an increase in accounts payable of $581,000 and an increase in deferred revenue of $570,000 during the quarter. For the quarter ended March 31, 2005, cash provided by operations totaled $408,000. The increase of $1.7 million in the first quarter of 2006 as compared to the first quarter of 2005 is due primarily to an increase in working capital assets as of March 31, 2006 of $1.1 million versus a decline of $724,000 in the first quarter of 2005.

      Cash provided by operations for the year ended December 31, 2005 was attributable to net income of $2.3 million, depreciation and amortization expense of $2.1 million and a deferred tax provision of $973,000. These amounts were partially offset by a decline in working capital of $707,000, which was a result of an increase in prepaid and other current assets of $203,000, and a decrease in accrued liabilities of $892,000, partially offset by an increase in accounts payable of $433,000. Cash provided by operations for the year ended December 31, 2004 was attributable to net income of $2.6 million, depreciation and amortization expense of $2.8 million, the write-off of debt issuance costs of $780,000 and a deferred tax provision of $1.1 million. These operating cash flows were partially offset by a decline in working capital of $927,000, largely due to a decrease in accrued liabilities of $1.8 million, partially offset by decreases in accounts receivable and prepaid and other current assets of $402,000 and $289,000, respectively. Cash provided by operations in the year ended December 31, 2003 was attributable to net income of $1.8 million, depreciation and amortization of $4.2 million and a deferred tax provision of $1.0 million. Operating cash flows for 2003 were positively affected by an increase in working capital of approximately $879,000, due to decreases in accounts receivable and prepaid assets of $2.1 million and $890,000, respectively, partially offset by decreases in accounts payable and accrued liabilities of $298,000 and $1.6 million, respectively.

Cash from Investing Activities

      Cash used in investing activities totaling $17.0 million consisted primarily of business acquisitions, lease receivable payments, purchases of fixed assets and capitalization of software development costs. Total capital expenditures, including software development costs, totaled $676,000 for the quarter ended March 31, 2006. Theses expenditures primarily related to the purchase of computer equipment, computer software, software development services, furniture and fixtures, and leasehold improvements. During the first quarter of 2006, we used approximately $17.4 million to acquire the stock of Goldleaf Technologies and operating assets of P.T.C. These leases were partially offset by $993,000 in proceeds we received from payments on our direct finance leases. As compared to the first quarter of 2005, total cash used in investing activities was $219,000 consisting solely of purchases of fixed assets and capitalization of software development costs.

      Cash from investing activities consisted primarily of purchases of fixed assets, business acquisitions and capitalization of software development costs. Total capital expenditures were $545,000 for the year ended December 31, 2005, $530,000 for the year ended December 31, 2004 and $113,000 for the year ended December 31, 2003. These expenditures primarily related to the purchase of computer equipment, computer software, software development services, furniture and fixtures and leasehold improvements.

      Net cash used in investing activities for the year ended December 31, 2005 included $6.6 million for the acquisition of Captiva and $575,000 for the acquisition of KVI Capital.

Cash from Financing Activities

      Cash from financing activities primarily relates to borrowings (paydowns) on our credit facilities, the payment of preferred dividends, inflows from the sale of preferred stock and new debt issuances.

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During the first quarter of 2006, net cash provided by financing activities was $16.1 million and was attributable primarily to new borrowings of $17.1 million from our amended and restated credit facility with Bank of America, net of $355,000 in debt issuance costs. For the first quarter of 2005, cash used in financing activities totaled $189,000, consisting of debt repayments of $416,000, and preferred dividend payments of $540,000, partially offset by $400,000 of proceeds from our line of credit and $358,000 in proceeds from stock option exercises.

      Cash from financing activities primarily relates to borrowings (paydowns) on our credit facilities, the payment of preferred dividends and inflows from the sale of preferred stock. During 2005, net cash provided by financing activities was $4.1 million and was attributable primarily to net additional borrowings of $6.7 million offset by preferred dividends of $2.2 million. During 2004, net cash used in financing activities was $6.8 million and was attributable to the repayment of $28.3 million in outstanding indebtedness and the payment of $2.8 million of preferred dividends, partially offset by net proceeds of $16.9 million from the sale of Series A preferred stock and $7.5 million from a new credit facility. During 2003, net cash used in financing activities was $7.0 million and primarily related to the repayment of indebtedness and capital leases.

Analysis of Changes in Working Capital

      As of March 31, 2006, we had a working capital deficit of approximately $10.7 million compared to working capital of approximately $2.2 million as of December 31, 2005. The change in working capital resulted primarily from the short-term nature of the Term B debt instrument and the current portion of our long-term debt, as well as increases in accounts payable of $1.3 million, accrued liabilities of $1.0 million and deferred revenue of $2.5 million. These increases were partially offset by increases in cash of $1.2 million and accounts receivable of $539,000. All of these changes were primarily the result of completing the Goldleaf Technologies acquisition on January 31, 2006.

      As of December 31, 2005, we had working capital of approximately $2.2 million compared to a working capital deficit of approximately $158,000 as of December 31, 2004. The change in working capital resulted primarily from a decrease in the amount of the current portion of long-term debt by $1.7 million, as well as a decrease in accrued liabilities of $429,000 plus increases in cash of $180,000, accounts receivable and other of $189,000, deferred taxes of $300,000 and prepaid and other current assets of $287,000, partially offset by a $674,000 increase in accounts payable. The decrease in current portion of long-term debt is a result of the December 2005 Lightyear note issuance described below, as well as the use of available cash balances to pay down our revolving line of credit. The decrease in accrued liabilities primarily relates to a reduction in accrued severance expenses of $190,000.

      We believe that the existing cash available, future operating cash flows and our amended and restated credit facility will be sufficient to meet our working capital, debt service and capital expenditure requirements for the next twelve months. Furthermore, we expect to be in compliance with the financial covenants of our new credit facility throughout 2006. There can be no assurance that we will have sufficient cash flows to meet our obligations or that we will remain in compliance with the new covenants. Non-compliance with these covenants could have a material adverse effect on our operating and financial results.

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Obligations and Commitments for Future Payments as of March 31, 2006

      The following is a schedule of our obligations and commitments for future payments as of March 31, 2006:

			Payments Due by Period
			Less
			Than		1-2		3-4		5 Years &
Contractual Obligations	Total		1 Year		Years		Years		After
	(In thousands)
Revolving line of credit	$	1,600	$	—	$	1,600	$	—	$	—
Short-term debt		6,000		6,000		—		—		—
Capital lease obligations(1)		1,515		258		403		814		40
Long-term debt(2)		9,750		2,000		7,750		—		—
Operating leases		8,063		2,278		2,226		1,984		1,575
Note payable		1,000		850		150		—		—
Series C redeemable preferred stock		10,000		—		—		10,000		—
Total contractual cash obligations	$	37,928	$	11,386	$	12,129	$	12,798	$	1,615
Standby letters of credit commitment	$	400	$	400	$	—	$	—	$	—

(1)	In connection with our acquisition of Goldleaf Technologies on January 31, 2006, we assumed certain capital lease obligations of Goldleaf Technologies. The capital leases are primarily for computer hardware equipment in Goldleaf Technologies’ data centers.
(2)	Debt excludes non-recourse lease notes payable of approximately $5.6 million, which are non-recourse to us and are secured by the leased equipment purchased using the proceeds of the non-recourse notes.

Obligations and Commitments for Future Payments as of December 31, 2005

      The following is a schedule of our obligations and commitments for future payments as of December 31, 2005:

			Payments Due by Period
			Less
			Than		1-2		3-4		5 Years &
Contractual Obligations	Total		1 Year		Years		Years		After
	(In thousands)
Revolving line of credit	$	—	$	—	$	—	$	—	$	—
Long-term debt(1)		—		—		—		—		—
Operating leases		6,607		1,816		1,776		1,592		1,423
Senior subordinated note		10,000		—		—		—		10,000
Total contractual cash obligations	$	16,607	$	1,816	$	1,776	$	1,592	$	11,423
Standby letters of credit commitment	$	400	$	400	$	—	$	—	$	—

(1)  Debt excludes non-recourse lease notes payable of approximately $6.4 million, which are non-recourse to us and are secured by the leased equipment purchased using the proceeds of the non-recourse notes.

      In the future, we may acquire businesses or products that are complementary to our business, although we cannot be certain that we will make any acquisitions. The need for cash to finance additional working capital or to make acquisitions may cause us to seek additional equity or debt financing. We cannot be certain that financing will be available on terms acceptable to us or at all, or

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that our need for higher levels of working capital will not have a material adverse effect on our business, financial condition or results of operations.

Debt Outstanding as of March 31, 2006

      As of March 31, 2006, we have debt in the amounts and as described in the following table (with dollars in thousands):

Long-term debt(1):
	Secured Bank of America term loan due January 23, 2008, with installment payments due before that date		$	7,750
	Revolving line of credit (Bank of America) due January 23, 2008			1,600
	Capital lease obligations			1,257
	Unsecured note to executive officer Paul McCulloch, for portion of signing bonus, due April 30, 2007			150
	Redeemable Series C preferred stock, net of discount of $1,416			8,584
		Total long-term debt			$	19,341
Short-term debt(1):
	Bank of America facility term loan due July 23, 2006		$	6,000
	Current portion of Secured Bank of America term loan due January 23, 2008, with installment payments due before that date			2,000
	Current portion of capital lease obligations			258
	Unsecured note to executive officer Paul McCulloch, for portion of signing bonus, due June 15, 2006			850
		Total short-term debt			$	9,108
		Total debt			$	28,449

(1)  Debt excludes non-recourse lease notes payable of approximately $5.6 million, which are non-recourse to us and are secured by the leased equipment purchased using the proceeds of the non-recourse notes.

      In connection with our acquisition of Goldleaf Technologies on January 31, 2006, we assumed certain capital lease obligations of Goldleaf Technologies. The capital leases are primarily for computer hardware equipment at Goldleaf Technologies’ data centers. For a more detailed description of the capital lease obligations, please refer to note 6 of the notes to consolidated financial statements of Goldleaf Technologies, Inc. included in the financial statements in this prospectus.

      On April 5, 2006, we borrowed an additional $1.75 million under our credit facility, which increased our cash by the same amount. As of April 21, 2006, we have approximately $2.2 million of cash and cash equivalents, and we have borrowed $19.1 million under the Bank of America facility. The above description of our debt does not include the Series C preferred stock, which is classified as redeemable preferred stock because we are obligated to redeem it on December 9, 2010 for $10.0 million plus any accrued and unpaid dividends.

Debt Structure After Repayment from Net Offering Proceeds

      We will use a portion of the net proceeds of this offering to repay all of the debt described above other than the aggregate $1.0 million in notes to Mr. McCulloch. The Bank of America credit facility will then become a $11.75 million revolving credit facility with the following mandatory reductions:

• $250,000 on June 30, 2006;

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• $500,000 on each of September 30, 2006 and December 31, 2006; and

• $750,000 on the last day of each fiscal quarter until maturity, beginning on March 31, 2007.

Historical Uses of Debt

      As described below, we have used the proceeds from borrowings for several purposes since January 2004. We entered into an $11.0 million credit facility with Bank of America in January 2004 in conjunction with our sale of Series A preferred stock and common stock warrants to Lightyear for net proceeds of $16.9 million. We used the proceeds of the Bank of America facility for general corporate purposes, including working capital.

      In December 2005, in connection with our acquisition of Captiva, we amended the Bank of America credit facility to convert it to a $5.0 million revolving line of credit, and we issued a $10.0 million unsecured senior subordinated note and common stock warrants to Lightyear. We paid Lightyear a fee of $250,000 in connection with this transaction and agreed to reimburse Lightyear for its legal fees up to $100,000. As of December 31, 2005, no amount was outstanding under the Bank of America credit facility. We were in compliance with all restrictive financial and non-financial covenants contained in the Bank of America credit facility throughout 2005.

      On January 23, 2006, we entered into an amended and restated $18.0 million credit facility with Bank of America. We used the proceeds of the facility on January 31, 2006 to buy Goldleaf Technologies. Simultaneously with the acquisition, we also structured a signing bonus to Mr. McCulloch, then Goldleaf Technologies’ chief executive officer, to include notes totaling $1.0 million as described above.

      Our Bank of America credit facility contains financial covenants, including the maintenance of financial ratios and limits on capital expenditures. We are required to maintain on a quarterly basis a ratio of Funded Debt, as defined and generally including all liabilities for borrowed money, to EBITDA. The definition of EBITDA in the credit facility agreement is different from the one used elsewhere in this prospectus in that it permits to be added back to EBITDA various specified amounts that include employee severance expenses, non-cash debt amortization expenses, costs associated with the change of our corporate name, certain litigation expenses and non-cash stock compensation expenses. We are required to maintain on a quarterly basis a ratio of Funded Debt to EBITDA not exceeding 2:1 until the earlier of the sale of a specified subsidiary or the earlier of July 23, 2006 or the repayment of the $6,000,000 term loan that is part of the credit facility. Thereafter, we must maintain on a quarterly basis a ratio of Funded Debt to EBITDA not exceeding 1.75:1. This ratio is calculated (a) at the end of each fiscal quarter, using the results of the twelve-month period ending with that fiscal quarter and after giving pro forma effect to any acquisition made during such period and (b) on the date of any borrowing under the credit facility, using EBITDA for the most recent period and Funded Debt after giving pro forma effect to such borrowing. We are also required to maintain for the 12-calendar month period ending on the last day of each calendar quarter, a Fixed Charge Coverage Ratio (as defined) of: 1.75:1 through June 30, 2006; 1.50:1 through September 30, 2006; 1.30:1 through December 31, 2006; and 1.60:1 thereafter. In addition, we may not acquire fixed assets (other than any equipment purchased by KVI Capital with proceeds of non-recourse loans) having a value greater than $2.5 million during any 12-month period ending with each fiscal quarter. The credit agreement also contains customary negative covenants, including but not limited to a prohibition on declaring and paying any cash dividends on any class of stock.

      In connection with the January 2006 amendment and restatement of the Bank of America credit facility:

• The Lightyear Fund, L.P., an affiliate of Lightyear, guaranteed a $6.0 million term loan included in the facility that is due July 23, 2006 and we agreed to pay a fee of $45,000 to The Lightyear Fund, L.P. and to reimburse the Lightyear Fund, L.P. for up to $50,000 of its expenses in connection with this guaranty;

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• Lightyear exchanged its senior subordinated $10.0 million note for 10,000 shares of our Series C preferred stock, which decreased our debt by $10.0 million but added that same amount in redeemable preferred stock; and

• we amended and restated the common stock warrants that we issued to Lightyear in December 2005 in connection with the Lightyear note.

The Series C preferred stock issued to Lightyear has a mandatory redemption date of December 9, 2010 at a redemption price of $10.0 million plus accrued and unpaid dividends, and has a 10% annual dividend rate that increases to 12% on June 9, 2007.

      We subsequently amended the Bank of America credit facility again in April 2006 to provide for an additional $1.75 million in short-term loans. The facility currently provides for a total of $19.75 million in loans.

      We will use approximately $33.3 million of the proceeds of this offering to purchase from Lightyear and retire all of the outstanding shares of our Series A and Series C preferred stock and to purchase from Lightyear and cancel a portion of the common stock warrants in connection with the Lightyear recapitalization. For more information about our transactions with Lightyear and the Lightyear recapitalization, see “Certain Relationships and Related Party Transactions—Transactions with Lightyear.”

Off-Balance Sheet Arrangements

      As of December 31, 2005 and as of the date of this prospectus, we did not have and do not have any off-balance sheet arrangements as defined by Item 303(a)(4) of Regulation S-K.

Recent Accounting Pronouncements

      In December 2004, the FASB issued SFAS No. 123 (Revised 2004) Share-Based Payment, or SFAS No. 123R. SFAS No. 123R replaces SFAS No. 123 and supersedes Accounting Principles Board, or APB, Opinion No. 25, Accounting for Stock Issued to Employees. SFAS No. 123R became effective for us on January 1, 2006. SFAS No. 123R requires us to recognize in our financial statements the cost of employee services received in exchange for equity instruments awarded or liabilities incurred. We will measure compensation cost using a fair-value based method over the period that the employee provides service in exchange for the award. We anticipate using the Black-Scholes option-pricing model to determine the annual compensation cost related to share-based payments under SFAS No. 123R. SFAS No. 123R also requires the benefits of tax deductions in excess of recognized compensation cost to be reported as a financing cash flow, rather than as an operating cash flow as required under the current rules. This requirement will reduce net operating cash flow and reduce net financing cash outflow by offsetting and equal amounts.

      As disclosed in Note 2 to our audited consolidated financial statements included in this prospectus, based on the current assumptions and calculations used, had we recognized compensation expense based on the fair value of awards of equity instruments, net income would have increased by approximately $71,000 for the year ended December 31, 2005. This compensation expense is the after-tax net effect of the stock-based compensation expense determined using the fair-value based method for all awards and stock-based employee compensation included previously in reported net income under APB Opinion No. 25. SFAS No. 123R will apply to all awards we grant or have granted after January 1, 2006 and to the unvested portion of our existing option awards, as well as modifications, repurchases or cancellations of our existing awards. We estimate the impact of the adoption of SFAS No. 123R for the year ending December 31, 2006, based upon the options outstanding as of March 31, 2006, to result in an increase in compensation expense of approximately $640,000. The actual effect of adopting SFAS No. 123R will depend on future awards and actual option forfeitures, which are currently unknown. The effect of future awards will vary depending on factors that include the timing, amount and valuation methods used for those awards, and our past awards are not necessarily indicative of our future awards.

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Seasonality

      Historically, we have generally realized lower revenues and income in the first quarter and, to a lesser extent, in the second quarter of each year. We believe that this seasonal decline in revenues is primarily due to a general slowdown in economic activity following the fourth quarter’s holiday season and, more specifically, a decrease in the amount of accounts receivable that our client financial institutions purchase. Therefore, we believe that period-to-period comparisons of our operating results are not necessarily meaningful and that you should not rely on that comparison as an indicator of our future performance. Due to the relatively fixed nature of costs such as personnel, facilities and equipment costs, a revenue decline in a quarter will typically result in lower profitability for that quarter.

Inflation

      We do not believe that inflation has had a material effect on our results of operations. There can be no assurance, however, that inflation will not affect our business in the future.

Quantitative and Qualitative Disclosures About Market Risk

      We are subject to market risk from exposure to changes in interest rates based on our financing and cash management activities. Currently, our exposure relates primarily to our borrowings under our amended and restated Bank of America credit facility, which accrue interest at LIBOR plus 300 basis points or Bank of America’s prime rate, as we select. We are currently paying interest at a rate of 7.75% per annum. As of June 5, 2006, $19.1 million was outstanding under this facility. Changes in interest rates that increase the interest rate on the credit facility would make it more costly to borrow under that facility and may impede our acquisition and growth strategies if we determine that the costs associated with borrowing funds are too high to implement those strategies. Changes in interest rates that increase the interest rate by 1.0% would increase our interest expense by approximately $190,000 per year.

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BUSINESS

General

      We provide a suite of technology-based products and services that help community financial institutions serve their customers better, improve their operational efficiency, enhance their competitive position, increase their profitability and help them satisfy regulatory requirements. We focus on the needs and interests of community financial institutions and strive to provide our clients with proven, user-friendly technologies, coupled with superior customer service. We provide our solutions primarily on an outsourced basis, enabling our clients to obtain our advanced products and services without having to incur the substantial capital expense and hire the skilled personnel required to develop, implement and update their internal systems. In addition to the suite of solutions we offer to community financial institutions, we also offer products and services to small businesses. As of April 24, 2006, we had over 2,500 community financial institution clients.

      We believe that our suite of solutions allows us to market ourselves as a single-source provider for the technology and operating needs of community financial institutions. Our products and services include:

• core data processing;

• item processing and check imaging;

• ACH origination and processing;

• remote check capture and deposit processing;

• accounts receivable financing solutions;

• teller automation systems;

• turn-key leasing solutions;

• financial institution website design and hosting; and

• retail inventory management services.

Recent Expansion of Business Focus

      Historically, our business has primarily consisted of providing accounts receivable financing solutions and retail inventory management services. Recently, we have made a number of strategic acquisitions designed to enable us to offer a broader range of products and services to meet the technology needs of community financial institutions. On December 9, 2005, we merged with Captiva, adding core, item and image processing services to our product suite. In connection with the Captiva merger, Captiva’s chief executive officer, Lynn Boggs, became our chief executive officer. On January 18, 2006, we acquired P.T.C., adding full-featured teller automation systems to our product suite. On January 31, 2006, we acquired Goldleaf Technologies, adding ACH origination and processing, remote check capture and deposit processing and financial institution website design and hosting. To grow our revenues, we intend to focus on offering our newly expanded suite of technology-based products and services to community financial institutions, including our existing clients. We expect, however, that in 2006 and for a period thereafter, we will continue to generate a substantial portion of our revenues from our accounts receivable financing solutions and our retail inventory management services. Our revenues from those sources have declined from year-to-year in recent years.

Our Industry

      We believe that community financial institutions, which have traditionally competed on personalized service, are facing increasing challenges to improve their operating efficiencies. These challenges include competition with larger financial institutions such as national and regional banks, the entrance of non-traditional competitors, the compression of margins on traditional products and the convergence of financial products into a single institution. Recent legislation has allowed non-traditional

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competitors, such as insurance companies and brokerage houses, to enter the market for traditional banking products. In addition, community financial institutions are under increasing pressure to reduce costs while continuing to offer a broader array of products and services. At the same time, the cost and complexity of delivering these products and services has increased as the widespread introduction of new technology has forced community financial institutions to deliver their products and services through ATMs, telephone, wireless devices and the Internet. Legislative changes have also accelerated the ability of financial institutions to offer wider ranges of products and services to their customers. In addition, financial institutions are required by law to evaluate the effectiveness of their information technology systems periodically. This obligation, together with ongoing technology upgrades and phase-outs, creates a frequent need for institutions to evaluate the replacement of their information technology systems. We believe that these competitive pressures are particularly acute for community financial institutions, which lack the substantial capital and specialized personnel to address their technology needs internally.

      According to research by technology research firm IDC in December 2005, banks, thrifts and credit unions in the United States spent approximately $30 billion on information technology during 2004 and are expected to spend approximately $35 billion in 2007. Our target market of community financial institutions ranges in size from start-up de novo financial institutions to those with $1 billion in assets. According to the FDIC, the number of these financial institutions totals approximately 8,200 as of March 31, 2006.

      During the past several years, there has been significant consolidation in the financial technology industry. We believe that this consolidation creates the potential for client disruption. For example, a large company that acquires an industry competitor may decide to discontinue a particular product or service formerly provided by that competitor, or the acquiring company may move, promote or terminate sales or operational personnel who have the primary relationships with a community financial institution. We believe that ongoing consolidation in our industry has adversely affected customer service and has created a demand for a technology solutions provider that focuses on customer service and the needs of community financial institutions.

      Small businesses are important customers for community financial institutions. As of June 5, 2006, Dun & Bradstreet tracks approximately 11.7 million small businesses in the United States, each with less than $25 million of annual sales. We believe that many of these businesses are locally owned and operated and that they bank with community financial institutions that often lack the products and services necessary to support the full range of a small business’ financial needs.

Our Solution

      We offer a suite of technology-based products and services specifically targeted to community financial institutions. Using these services on an outsourced basis allows community financial institutions to provide a broad range of products and services to their small business customers. In addition, our management, sales, operational and customer service personnel have deep industry experience, which enables them to better understand and meet the needs of community financial institutions. Our products and services help community financial institutions:

      Focus on Customer Relationships and Compete More Effectively. We believe that customers of community financial institutions are seeking personalized, relationship-based service focused on the local community and its business needs. We provide our community financial institution clients with a broad array of proven products and services that appeal to small businesses. As a result, we believe we enable our clients to attract small business customers, to maintain and expand their relationships with those customers and to compete more effectively with larger financial institutions. Additionally, we employ 45 business development managers who are dedicated to marketing some of the products and services we provide to community financial institutions directly to their small business customers.

      Rapidly Implement Advanced Technologies. Community financial institutions generally lack sufficient capital and human resources to develop and implement advanced technologies internally. We

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offer a suite of proven, advanced technology products and services that a community financial institution needs to effectively compete in today’s marketplace. By using our products and services, community financial institutions can quickly gain access to sophisticated, user-friendly technologies and services that they might not be able to acquire, implement or develop in a timely, cost-effective manner.

      Improve Operating Efficiencies. By taking advantage of our outsourced solutions, our clients can improve their operating efficiencies without having to make large up-front capital expenditures or recruit and retain the specialized personnel required to develop, update and run these systems. We also offer our clients the flexibility to use our technology solutions on an in-house basis.

Our Strategy

      Our business strategy is to grow our revenue and earnings organically as well as through acquisitions. The key components of our business strategy are to:

      Focus on Client Relationships. We intend to continue to provide community financial institutions with a high degree of customer service, flexible customization of products and services and a dedicated focus on their local community and business needs. We have hired and will continue to hire employees with strong relationships in the community financial institutions industry who can help us strengthen our client relationships and provide better customer care. In addition to our dedicated sales representatives and local sales consultants, our senior executives develop ongoing relationships with existing and prospective clients, and our dedicated customer service and technical support personnel work closely with our existing clients. To reinforce our focus on serving the needs of our community financial institution clients, we promote and reward a corporate culture that is focused on exceptional customer service.

      Cross-Sell to Our Customer Base. We seek to increase the products and services we provide to our clients. As a result of recent acquisitions, we now provide products and services to over 2,500 financial institutions, which we believes gives us an attractive market for cross-selling opportunities. We intend to grow our revenues by cross-selling additional products and services to our clients that do not currently use our full range of products and services.

      Expand Our Client Base through Various Channels. To build and expand distribution channels for our suite of products and services, we intend to leverage our relationships with banking organizations, such as state and national banking associations and bankers’ banks. Bankers’ banks are local or regional business organizations that provide banking products and services for financial institutions that cannot efficiently offer them due to cost, location, lack of resources or other circumstances. We now have relationships with three bankers’ banks, and we intend to continue to develop and expand mutually beneficial relationships with other bankers’ banks that will enhance our growth. We also intend to add sales and product specialists throughout our targeted markets and build name recognition through advertising and trade shows.

      Grow Recurring Revenue and Improve Operating Margins. We seek to establish and maintain long-term relationships with our clients and enter into contracts that typically extend for multiple years. Most of our products and services require the payment of monthly fees, which allows us to generate recurring revenues. We expect that as our revenue grows, our cost structure will allow us to maintain and expand our operating margins.

      Pursue Strategic Acquisitions and Alliances. We intend to continue to expand our suite of products and services through strategic acquisitions and alliances to accelerate our internal growth. We will continue to explore acquisitions of businesses and products that will complement our existing client offerings, to better penetrate our target markets and to expand our client base.

Our Products and Services

      We are committed to the needs and interests of community financial institutions and strive to upgrade, enhance or acquire complementary products and services to ensure that our clients receive proven, user-friendly technologies. By taking advantage of our technology and operating solutions on an

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outsourced basis, our clients can improve their operating efficiencies without allocating the expenses and resources necessary to develop or maintain similar systems themselves. Our products and services include:

Core Data Processing

      We provide software and systems that meet our clients’ core data processing requirements. Most of our clients implement our Retriever core data processing solutions on an outsourced basis. In that event, we house and maintain the software at one of our data centers and update our clients’ files each business day. This arrangement allows our clients to focus on their core competencies by outsourcing their data processing needs. We also offer our clients the flexibility to install and operate our systems in-house using their own personnel. Retriever is an open architecture system capable of managing all of a financial institution’s core processing requirements. Our core software permits the financial institution and its customers to view their transactions over the telephone, on the Internet, at the ATM, inside the financial institution or at an external debit location.

      We believe that our core data processing software is less expensive to install and maintain than most legacy systems. We offer our solution using an outsourced delivery model that significantly reduces the cost of installation, because no hardware is required at the customer location. Our solution can be easily integrated with third party applications or our own complementary products to provide a broad platform. Our system architecture allows for extensive data mining capabilities, providing our clients the flexibility to easily retrieve and format valuable customer information for specifically targeting cross-selling or up-selling opportunities.

      Some of the key features of our core data processing software include:

• customer-centric, user-friendly system;

• integrated real-time and/or batch processing;

• comprehensive lending and deposit processing;

• customizable web-based reporting;

• comprehensive teller/customer service applications;

• commercial lending and deposit functionality;

• holding company, main office and branch functionality;

• comprehensive general ledger reporting; and

• extensive customer profitability analysis and reporting.

Item Processing and Check Imaging

      The recent passage of the Check Clearing for the 21st Century Act, or Check 21, along with increased technological development, has created a demand for faster, more efficient electronic handling of bank documents. The need to reduce labor, research time and costs has increased the demand for check imaging solutions. Check 21 has removed legal obstacles to electronic check clearing and has facilitated the use of check truncation and check imaging. Financial institutions employ check imaging as part of their efforts to reduce operating costs and provide enhanced banking services to their customers.

      We provide a turn-key outsourced solution for check imaging activities that gives our clients the ability to offer check imaging without a large capital expenditure. Our systems deliver a suite of check imaging products, including:

•  front and back imaging for customer statements;

•  clearing and settlement;

•  reconciliation; and

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•  automated exception processing.

To establish a presence on the east coast and enhance the redundancy of our operations, we are planning to build an item processing and imaging center in Atlanta, Georgia during 2006.

ACH Origination and Processing

      An ACH transaction is a type of electronic funds transfer in which the holder of a deposit account authorizes a direct credit or debit to the account, such as a direct deposit from an employer or a direct payment to a mortgage lender. Once the deposit holder provides the necessary initial authorization, no check or other paper documentation is required. Our Goldleaf suite of hosted ACH origination and processing solutions helps our community financial institution clients increase their operating efficiency. In addition, our Goldleaf suite of ACH solutions helps our clients strengthen their existing relationships with small business customers and build new ones by enabling their small business customers to lower their processing costs, improve their cash flow and benefit their employees.

      Goldleaf Manager and Goldleaf Client give financial institutions and their customers a private label, Internet-based ACH origination solution with online file delivery. Many community financial institutions do not have the technical expertise or resources to offer ACH origination. Goldleaf Manager provides banks with the ability to manage and maintain ACH transactions for their customers. Goldleaf Client, the origination solution used by the small business customers of community financial institutions, uses a broadband connection to the Internet, thereby enabling the real-time transmission of files as opposed to the traditional method of transmitting files by batch processing. We believe Goldleaf Manager and Goldleaf Client deliver greater control for financial institutions by permitting online administration and a user-friendly solution for an unlimited number of small business originators.

Remote Check Capture and Deposit Processing

      With the passage of Check 21, financial institutions can present, and are legally required to accept, image replacement documents that meet the necessary legal requirements of Check 21. Our Remote Deposit Express product enables community financial institutions to offer this solution to their small business customers. Small business customers benefit by no longer having to physically travel to a financial institution branch to deposit their checks because they can scan and transmit their deposits electronically. Our remote check capture and deposit processing product saves time for the small business and potentially extends the cut-off for receiving credit for deposited funds on the same day. In addition, it allows the community financial institution to increase core customer deposits more easily by removing the geographic barrier. With remote deposit, a community financial institution can have a small business customer outside of its branch footprint, because proximity to a branch is no longer necessary.

Accounts Receivable Financing Solutions

      Our BusinessManager product enables community financial institutions to manage accounts receivable financing, from the purchase of receivables from small businesses to the ongoing processing, billing and tracking of these receivables. Many of our clients outsource this activity to us. To automate the process further, we offer electronic links for the financial institutions and their small business customers through secure connections to our Internet portal, BusinessManager.com. During 2005, our network of client financial institutions purchased approximately $3.82 billion of accounts receivable from approximately 2,600 small businesses. We do not act as a lender for any of our accounts receivable financing solutions and do not have any credit risk for the accounts receivable. BusinessManager, including insurance brokerage fees related to BusinessManager, generated $26.3 million, or 68.9%, of our total revenues in 2005, $28.6 million, or 72.1%, of our total revenues in 2004 and $31.5 million, or 73.0%, of our revenues in 2003.

      Our network of local sales consultants, or business development managers, helps our client financial institutions develop new marketing strategies and facilitates the market penetration of BusinessManager. Once a client financial institution contracts to use BusinessManager, our business development

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managers help the client design, implement and manage the sale of the BusinessManager accounts receivable financing program to the client’s small business customers and prospects.

      In addition to BusinessManager, we offer the following complementary products and services:

• MedCashManager—an accounts receivable financing product using a third party solution specifically tailored for medical facilities and practices;

• LendingNetwork—a referral network that offers small business financing from a group of alternative commercial lenders, allowing our community financial institutions to provide their small business customers with another financing option when a traditional line of credit or accounts receivable financing through BusinessManager is not available; and

• Insurance—our insurance brokerage subsidiary offers credit and fraud insurance to our accounts receivable financing clients.

Teller Automation Systems

      Our teller automation systems, including WinTELLER, WinGUARD and CaptureFIRST, are installed in approximately 80 financial institutions in the United States and are designed to help financial institution branches better manage customer account transactions, improve teller efficiency and enhance customer experiences. WinGUARD is a transactional fraud detection solution and CaptureFIRST is a branch image capture and signature verification tool.

Turn-key Leasing Solutions

      We offer a turn-key leasing solution to community financial institutions that consists of lease structuring and pricing, lease equipment procurement, monthly processing and servicing and off-lease equipment sales. Most community financial institutions have avoided the leasing business because of its complexity. As a result, many of the community financial institutions’ customers lease equipment through other financing sources, including larger regional and national financial institutions. Our solution allows a community financial institution to brand its own leasing program and offer a comprehensive leasing option to small businesses in its market. The loan for the leased equipment is structured as a non-recourse note payable to us, and we in turn use the funds to acquire the leased asset and close the lease with the lessee. We do not act as a lender for our turn-key leasing solutions and do not bear any credit risk for the lease.

Financial Institution Website Design and Hosting

      Our website design and hosting services for community financial institutions provide solutions that give a community financial institution a variety of options for its website. We have designed and currently host over 600 financial institution websites across the United States, but we do not host any confidential bank data on our servers. We also design and host small business websites for customers of our community financial institution clients.

Related Products and Services

      To complement our product and service offerings described above, we provide a variety of related services, software products and equipment. Our current ancillary products and services include:

• loan and deposit platform automation;

• Free Checking—our direct mail campaign to assist community financial institutions with new account initiation;

• Internet banking;

• electronic bill presentment and payment; and

•  IdentificationManager—a United States Patriot Act verification tool.

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      In addition to the products and services we offer to community financial institutions and their small business customers, we also provide small business retailers with retail inventory management services through our RMSA division. We believe that between 30,000 and 90,000 retail businesses fit the profile of a RMSA client. We believe that RMSA’s inventory management software, called Freedom, is unique in the industry as a result of its ability to provide retailers with a ten-month “forecast” of inventory needs based on a “bottom-up” approach to planning. RMSA’s system looks at the performance of individual classifications of inventory in each store, as opposed to most inventory management services, which are “top down” systems. RMSA generated $8.7 million, or 22.6%, of our total revenues in 2005, $9.0 million, or 22.7%, of our total revenues in 2004 and $9.1 million, or 21.1%, of our revenues in 2003.

      We operate in two industry segments, financial institution services and retail inventory management services. Note 22 to our audited consolidated financial statements included in this prospectus discloses our segment results.

Sales and Marketing

      We seek to retain and expand our community financial institution client base and to help our clients drive end user adoption rates for their small business customers. As of June 5, 2006, we had approximately 113 employees involved in direct sales, marketing and business development activities. As of that date, our financial institutions sales team was composed of 17 sales representatives and product specialists who sell our suite of products and services. Because they have the ability to sell our full range of products and services, our sales representatives can capitalize on their relationships with community financial institutions by cross-selling additional products and services to existing clients.

      In addition, we have 41 business development managers who work closely with our community financial institution clients to sell some of our products to small businesses. These sales professionals use our database marketing tools to provide a detailed analysis of small businesses that are likely candidates for our products in the community financial institution’s prospective market area. We also sell and market our retail inventory management services through analysts located throughout the United States and Canada. As of June 5, 2006, we employed 39 such analysts. The average RMSA analyst has been with RMSA for more than 13 years and has more than 20 years’ experience in the retail sector.

      Our marketing efforts consist of sponsorship and attendance at trade shows, email newsletters, print media advertisement placements, direct mail, telemarketing and national and regional marketing campaigns. We also conduct a user group meeting, which enables us to keep in close contact with our clients and demonstrate new products and services to them. Our marketing efforts also include obtaining referrals and endorsements from our clients and various banking-related organizations including bankers’ banks, the Independent Community Bankers Association and the American Bankers Association.

Customer Service

      We believe exceptional customer service is a strong competitive differentiator in the community financial institution marketplace, and we are creating a corporate culture that promotes and rewards exceptional customer service from all of our employees. For example, most of our senior executives interact regularly with our existing and potential clients and are readily accessible by them. In addition, our dedicated customer service and technical support departments enhance our ability to offer reliable, secure and automated solutions.

      Our customer service department is responsible for educating and assisting our clients in the use of our services. Our technical support department is generally responsible for consulting with clients regarding technical issues and for solving any technical problems our customer service department brings to their attention. Our technical support department is also responsible for maintaining our backup systems and for coordinating the disaster recovery services maintained by some of our information processing clients.

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Competition

      The market for companies that provide technology solutions to financial institutions is intensely competitive and highly fragmented, and we expect increased competition from both existing competitors and companies that enter our existing or future markets. Numerous companies supply competing products and services, and many of these companies specialize in one or more of the services that we offer or intend to offer to our clients.

      In our financial institution services business, we compete with several national companies, including FiServ, Inc., Jack Henry & Associates, Inc., Open Solutions, Inc., John H. Harland Company, and Fidelity National Information Services, Inc. In addition, we compete with multiple smaller and regional providers. The principal competitive factors affecting the market for our products and services include quality and reliability of customer care and service, price, degree of product and service integration, ease of use and service features. There has been significant consolidation among providers of information technology products and services to financial institutions, and we believe this consolidation will continue in the future.

      With respect to our receivables financing product offering, the market for small business financial services continues to be intensely competitive, fragmented and rapidly changing. We believe that we compete effectively as a result of our highly trained and motivated sales force as well as the functionality of BusinessManager. We face primary competition from companies offering products similar to BusinessManager to financial institutions. Only a limited number of companies offer similar broad solutions, including marketing on behalf of the client financial institution. We believe that we are the largest of such companies in terms of revenue, number of client financial institutions and size of our dedicated sales force. We believe that other firms typically offer software, but not sales support, to the financial institution.

      In the retail inventory management area, we compete primarily with other consulting and planning firms. In addition, many larger retail firms have in-house forecasting and inventory management groups. We expect that competition could increase as new consulting and planning firms attempt to enter the retail forecasting market or other retailers bring inventory planning in-house.

      Many of our competitors are larger and have substantially greater resources than we have. As a result, we may be unable to compete effectively against these businesses in our product and service offerings or in our efforts to acquire businesses and products that could support our growth or expand our operations.

Government Regulation

      We are not licensed by the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Office of Thrift Supervision, the FDIC, the National Credit Union Administration or any other federal or state agency that regulates or supervises depository institutions or other providers of financial services. However, our current and prospective community financial institution clients operate in markets that are subject to substantial federal and state regulatory oversight and supervision. Because we provide products and services to regulated entities, we are subject to examination under the authority of the Bank Service Company Act and must comply with the Gramm-Leach-Bliley Act of 1999 and other laws and regulations that apply to depository and financial institutions. These regulators have broad supervisory authority to require the correction of any deficiencies or other negative findings identified in any such examination.

      Financial institutions are required to comply with privacy regulations imposed under the Gramm-Leach-Bliley Act and applicable regulations under that Act. These regulations place restrictions on financial institutions’ use of non-public personal information. All financial institutions must provide detailed privacy policies to their customers and offer them the opportunity to opt out of the sharing by the financial institutions of the customer’s non-public personal information with non-affiliated parties. As a provider of services to financial institutions, we are required to comply with the privacy regulations

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and are bound by the same limitations on disclosure of the information received from our clients as apply to the financial institutions themselves.

Intellectual Property and Other Proprietary Rights

      We regard intellectual property and other proprietary rights as important to our success. We rely on a combination of copyright, trademark and trade secret laws, confidentiality procedures and contractual provisions to protect our proprietary technology. We also enter into confidentiality and proprietary rights agreements with our employees, consultants and other third parties and use what we believe are reasonable efforts to control access to our proprietary information. In addition, we have a number of non-exclusive licenses from third parties that allow us to incorporate their software in our product offerings. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products, independently develop products similar to ours, or obtain and use information that we regard as proprietary. We cannot assure you that the steps we have taken will adequately protect our proprietary rights or that our competitors will not independently develop similar technology. If we fail to protect our proprietary rights adequately, our competitors could offer similar services, potentially significantly harming our competitive position and decreasing our revenues. If a claim is asserted that we have infringed the intellectual property of a third party or if our products or services are found to infringe the proprietary rights of others, we may be required to change our business practices or seek licenses to that intellectual property. We may also become subject to significant costs and monetary penalties.

      In addition to a portfolio of trade secrets and registered and unregistered copyrights and trade marks, we have filed a United States patent application and a related continuation-in-part covering an invention related to remote check deposits. The United States Patent and Trademark Office is examining the patent application and related continuation-in-part. We believe that the patent, if issued, may give us a competitive advantage. We cannot assure you, however, that the patent will be granted or that none of its claims will be rejected.

Employees

      At June 1, 2006, we employed 361 people.

Properties

      In March 2000, we signed a ten-year lease for approximately 45,000 square feet of office space in a building in Brentwood, Tennessee. This leased space houses our headquarters, processing, insurance and other staff offices. We also lease approximately 14,000 square feet of office space in a building in Atlanta, Georgia. This leased space has a three-year term and houses a portion of our executive management and will house an item processing and imaging center scheduled to be built out during 2006. Our retail forecasting services group is based in Riverside, California where we lease 6,100 square feet of office space. The term for this space expires January 31, 2008. We also lease approximately 7,500 square feet of office space in Denver, Colorado for our core and item processing services. This lease expires July 31, 2007. Through our acquisition of Goldleaf Technologies in 2006, we lease approximately 12,000 square feet of office space in a building in Brentwood, Tennessee. This lease has approximately four years remaining and houses the Goldleaf Technologies operations staff.

Legal Proceedings

      We are from time to time a party to legal proceedings which arise in the normal course of business. We are not currently involved in any material litigation, the outcome of which would, in management’s judgment based on information currently available, have a material adverse effect on our results of operations or financial condition, nor is management aware of any such litigation threatened against us.

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MANAGEMENT

Executive Officers and Directors

      The following table sets forth certain information concerning our executive officers and directors as of April 24, 2006.

Name	Age		Position
G. Lynn Boggs		50	Chief Executive Officer and Director
Henry M. Baroco		62	President and Chief Operating Officer
Scott R. Meyerhoff		37	Executive Vice President, Finance and Strategy
J. Scott Craighead		34	Chief Financial Officer
W. Todd Shiver		41	Executive Vice President, Sales and Marketing
Matthew W. Pribus		41	Executive Vice President, Information Technology and Operations
R. Paul McCulloch		47	Executive Vice President and President of Goldleaf Technologies
David W. Glenn		38	Director
Thierry F. Ho		47	Director
Lawrence A. Hough		62	Director
David B. Ingram		43	Director
Robert A. McCabe, Jr.		55	Director
John D. Schneider		52	Director

      Lynn Boggs. Mr. Boggs became our chief executive officer and a director in December 2005 when we merged with Captiva, a company of which Mr. Boggs served as chief executive officer. Before founding Captiva in April 2005, Mr. Boggs served as president and chief operating officer of InterCept, Inc., a provider of technology products and services for financial institutions, from February 2002 until March 2005. From February 2000 until August 2001, Mr. Boggs served as the chief executive officer of Towne Services, a provider of technology services and products for small and mid-sized retail and commercial businesses and banks, which we acquired in 2001. Mr. Boggs served as a senior vice president with The Bankers Bank (Atlanta, Georgia) from March 1999 to February 2000.

      Henry M. Baroco. Mr. Baroco currently serves as our president and chief operating officer, positions he assumed on December 9, 2005. From January 31, 2003 to December 9, 2005 Mr. Baroco served as our chief executive officer. Mr. Baroco was our chief operating officer beginning in 2001 after our merger with Towne Services. Mr. Baroco served as president, chief operating officer and a director of Towne Services from September 1996 until October 1999, and he served as chief executive officer of Towne Services from October 1999 to February 2000. Before joining Towne Services, Mr. Baroco was senior vice president and general manager of the vendor finance division of CIT Industrial Finance, and served as senior vice president of sales and marketing for Norwest Equipment Finance. Mr. Baroco also spent more than 19 years with GE Capital, where he last served as national sales manager of its vendor finance business.

      Scott R. Meyerhoff. Mr. Meyerhoff currently serves as our executive vice president of finance and strategy, a position he assumed on December 9, 2005. Mr. Meyerhoff served as the chief financial officer of Captiva from September 2005 until he joined us. Mr. Meyerhoff was executive vice president and chief financial officer of Infor Global Solutions, Inc., a global provider of enterprise software solutions, from April 2004 until May 2005 and served as chief financial officer for InterCept, Inc. from January 1998 until March 2004. From January of 1991 until January 1998, Mr. Meyerhoff was employed by Arthur Andersen LLP, and served as audit manager on his departure. Mr. Meyerhoff is a certified public accountant.

      J. Scott Craighead. Mr. Craighead became our chief financial officer in January 2005. Mr. Craighead originally joined us in July 2002 as our vice president of financial management. Mr. Craighead served as a senior audit manager with Ernst & Young LLP from March 2002 until July

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2002. Mr. Craighead was employed by Arthur Andersen LLP from December 1992 until March 2002, and was serving as an audit manager upon his departure from Arthur Andersen. Mr. Craighead is a certified public accountant.

      W. Todd Shiver. Mr. Shiver became our executive vice president of financial institution sales on December 9, 2005 and became executive vice president, sales and marketing, on April 24, 2006. Mr. Shiver served as senior vice president of Captiva from April 2005 until he joined us. Mr. Shiver served as senior vice president of client services for Fidelity National Information Services, Inc., a financial institution sales and services company, from November 2004 until April 2005. Mr. Shiver also served as the vice president of east sales for InterCept, Inc. from December 2001 until November 2004. Mr. Shiver served as senior vice president—national sales manager of Netzee, Inc., a provider of Internet banking services, from May 2001 to November 2001. He served as senior vice president—national sales manager of Towne Services from June 2000 to May 2001.

      Matthew W. Pribus. Mr. Pribus became our executive vice president of information technology and operations on December 9, 2005. Mr. Pribus served as senior vice president of operations for Captiva from May 2005 until he joined us. Mr. Pribus also served as the senior vice president of operations for InterCept, Inc. from September 2000 until May 2005.

      R. Paul McCulloch. Mr. McCulloch became our executive vice president and president of our Goldleaf Technologies subsidiary in January 2006 upon the acquisition of Goldleaf Technologies, a company for which Mr. McCulloch served as chief executive officer and president. Mr. McCulloch founded Bank Internet Group in 1999, which acquired Goldleaf Technologies in 2001, with the combined company taking the Goldleaf Technologies name.

      David W. Glenn. Mr. Glenn has served as a director since January 2004. Mr. Glenn has been managing director since August 2004 and before that served as senior vice president of Lightyear Capital, LLC, an affiliate of The Lightyear Fund, L.P., beginning in 2001. Before joining Lightyear, Mr. Glenn served for two years as a vice president in the merchant banking group at Greenhill & Co., an investment bank specializing in mergers and acquisitions and corporate restructuring.

      Thierry F. Ho. Mr. Ho has served as a director since January 2004. Mr. Ho has been a senior vice president of Lightyear Capital, LLC, an affiliate of The Lightyear Fund, L.P., since July 2001. From 1999 until July 2001, Mr. Ho served as the vice president of strategic eFinance at Paine Webber Inc.

      Lawrence A. Hough. Mr. Hough has served as a director since February 2006. From 1997 until present, Mr. Hough has served as president and chief executive officer of Stuart Mill Capital, Inc., a Virginia-based management firm. Mr. Hough was appointed chairman of SynXis Corporation in January 2004 and was named its chief executive officer in May 2004. SynXis is a provider of distribution technology services for the hospitality industry. In January 2005, SynXis was acquired by Sabre, Inc., a worldwide leader in electronic network and travel services. Mr. Hough served as vice chairman and chief executive officer of Scheduled Airlines Travel Offices, Inc., or SatoTravel^®, from 1999 until 2001 when SatoTravel was acquired by Navigant International, Inc. Mr. Hough served as a member of the board of directors of Navigant from 2001 until 2003. Mr. Hough worked at Sallie Mae for 25 years and served as president and chief executive officer from 1990 until 1997.

      David B. Ingram. Mr. Ingram has served as a director since August 2001. Mr. Ingram is currently the chairman and president of Ingram Entertainment Inc., a distributor of videos, DVDs and video games, a position he has held since April 1996. He joined Ingram Entertainment Inc. in July 1991, where he held a variety of positions before being named president in August 1994. Mr. Ingram is a former board member of Buy.com Inc., Ingram Micro Inc., and the Video Software Dealers Association.

      Robert A. McCabe, Jr. Mr. McCabe has served as a director since May 2004. Since 2000, Mr. McCabe has served as chairman of the board of directors of Pinnacle Financial Partners, Inc. (NASDAQ: “PNFP”), a bank headquartered in Nashville, Tennessee. Mr. McCabe served as the vice chairman for First American Corporation until its merger with AmSouth Bancorporation in 1999. In

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addition to his banking experience with First American, Mr. McCabe serves as a director of National Health Investors, Inc. (NYSE: “NHI”) of Murfreesboro, Tennessee, a nursing home provider.

      John D. Schneider. Mr. Schneider has served as a director since February 2006. Mr. Schneider serves as vice chairman of the board of directors and chief executive officer of Bankers’ Bancorp Inc., a bank holding company headquartered in Springfield, Illinois. He also serves in the following capacities of its subsidiaries: vice chairman of the board of directors and chief executive officer of Independent Bankers Bank; chairman of Bankers Bank Service Corporation; and president, chief executive officer and a director of Bankers Bank Insurance Services, Inc. Mr. Schneider has served as chief executive officer of each of Bankers’ Bancorp Inc. and Independent Bankers Bank for more than 19 years. Mr. Schneider is also a director of Sullivan Bancshares, Inc. and First National Bank of Sullivan (Sullivan, Illinois), Community Bank Mortgage Corp. (Chatham, Illinois) and The Trust Company (San Antonio, Texas). Mr. Schneider formerly served as a director of public financial technology companies Towne Services, which we acquired in August 2001, and InterCept, Inc., which Fidelity National Financial, Inc. acquired in November 2004.

Board of Directors

      Our corporate charter provides that the number of directors to be elected by the shareholders shall be at least one and not more than 12, as established by the board of directors from time to time. The number of directors is currently set at seven. The charter also requires that the board be divided into three classes that are as nearly equal in number as possible. The directors in each class will serve staggered three-year terms or until their successors are elected and qualified. Our Class 1 directors, who are Mr. Hough, Mr. McCabe and Mr. Schneider, will serve until the annual meeting in 2006, at which meeting they will stand for election to new three-year terms until our 2009 annual meeting. Our Class 2 directors, Mr. Boggs and Mr. Glenn, will serve until 2007. One of our Class 3 directors, Mr. Ingram, will serve until 2008. Our other Class 3 director, Mr. Ho, will resign from the board on the closing of the Lightyear recapitalization.

      Because Lightyear has controlled a majority of our voting stock, we have qualified as a “controlled company” under NASD Rule 4350(c)(5). Therefore, we have not been required to comply with the Nasdaq listing requirement to have a majority of independent directors, to create a standing nominations committee composed solely of independent directors and to adopt a nominations committee charter. Following this offering and the Lightyear recapitalization, we will no longer qualify as a “controlled company” and will be required to comply with these Nasdaq listing requirements. Promptly following this offering and the Lightyear recapitalization, we intend to create a nominating committee of our board of directors and to adopt a nominating committee charter. We anticipate that our board of directors will determine that a majority of our directors are independent under applicable NASD rules.

Committees of the Board

      The board of directors has standing audit and compensation committees, and the board established a special committee composed of Mr. Ingram, Mr. McCabe and Mr. Schneider in connection with this offering and the proposed transactions with Lightyear as described in “Certain Relationships and Related Party Transactions—Transactions with Lightyear.”

      Audit Committee. We have established a standing audit committee in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, or the Exchange Act. The audit committee supervises matters relating to the audit function, reviews our quarterly reports, and reviews and approves the annual report of our independent auditors. The audit committee also has oversight with respect to our financial reporting, including our annual and other reports filed with the SEC and the annual report to the shareholders. The current members of the audit committee are Mr. McCabe, who is chairman, Mr. Hough and Mr. Ingram. The board of directors, in its business judgment, has determined that each of the audit committee members is an independent director both under the NASD general independence rule (Rule 4200(a)(15)) and under NASD Rule 4350(d)(2)(A) regarding heightened independence standards for audit committee members. The board has determined

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that Mr. McCabe, Mr. Hough and Mr. Ingram each qualify as “audit committee financial experts” as described in NASD Rule 4350(d)(2)(A).

      Compensation Committee. The compensation committee is responsible for:

• establishing compensation programs for our chief executive officer, executive vice presidents and senior vice presidents that are designed to attract, motivate and retain key senior officers responsible for our success;

• administering and maintaining those programs in a manner that will benefit the long-term interests of our shareholders and us;

• determining the salary, bonus, stock option and other compensation of our employees and executive officers; and

• setting goals and standards for hiring, compensating and retaining employees.

The compensation committee serves pursuant to a charter adopted by the board. The current members of the compensation committee are Mr. Glenn, Mr. Ho and Mr. Schneider. As further described in “Certain Relationships and Related Party Transactions—Transactions with Lightyear—Lightyear Recapitalization,” we anticipate replacing Mr. Ho on his resignation with an independent director in compliance with NASD rules.

      Nominating Committee. Our board does not have a standing nominating committee or a nominating committee charter. Because a majority of our voting stock is controlled by Lightyear, we qualify as a “controlled company” under NASD Rule 4350(c)(5). Nomination procedures are also prescribed in the Lightyear securityholders agreement. Accordingly, the board has determined that it is not appropriate for us to have a committee that selects nominees for the board. Replacements for the three board positions that are not nominated by Lightyear are nominated by the directors not nominated by Lightyear.

      The three directors not selected by Lightyear, who are Mr. Boggs, Mr. Ingram and Mr. Schneider, evaluate potential nominees for the three board positions that are not nominated by Lightyear by examining, among other things, their qualifications, background information, references and relevant experience and strive to select individuals who have the highest personal and professional integrity, have demonstrated exceptional ability and judgment throughout their careers and who will be most effective, in conjunction with the other nominees to the board, in collectively serving the long-term interests of our shareholders.

      Mr. Hough, Mr. McCabe, Mr. Ho and Mr. Glenn were recommended for nomination to the board of directors and were nominated by Lightyear. Mr. Boggs was nominated and elected to the board of directors following our acquisition of Captiva, a company headed by Mr. Boggs. Mr. Schneider was recommended for nomination to the board of directors by Mr. Boggs and Mr. Ingram. Mr. Ingram was nominated as a director prior to the January 2004 transaction with Lightyear.

      Our board does not have a policy in place with regard to the consideration of any director candidates recommended by shareholders. For the same reasons that the board has determined that it is not appropriate to have a nominating committee, as described above, the board of directors does not believe that it is appropriate to enact a formal policy regarding the consideration of candidates recommended by our shareholders. We anticipate that, upon the closing of the Lightyear recapitalization, the newly constituted nominating committee will reexamine this policy.

Director Compensation

      In consideration for their service on the board of directors, non-employee directors receive an annual fee of $25,000 or, at the election of the director, 3,000 restricted shares of our common stock. The $25,000 fee is payable in equal quarterly installments. The restricted share grants, if elected, are granted as of the board of directors meeting corresponding with the annual shareholder meeting and vest 25% on the date of grant and 25% on each of the three subsequent anniversaries so long as the

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director served as a director for not less than six of the twelve months before such anniversary. These restrictions lapse upon a change of control of the company.

      Each non-employee director receives an annual fee of $5,000 for each committee of the board upon which that director serves, payable in full at the board meeting corresponding with the annual shareholder meeting. The chairman of the audit committee receives an additional $5,000 fee for serving as chairman, payable in full at the board meeting corresponding with the annual shareholder meeting. Non-employee directors receive $1,000 for each board or committee meeting attended, whether in person or via telephone. The directors serving on the special committee that is authorized to evaluate and approve the terms of this offering and the Lightyear recapitalization receive $1,000 for each committee meeting attended in person and $500 for each committee meeting attended via telephone. Directors are reimbursed for expenses incurred in connection with attendance at board and committee meetings.

Compensation Committee Interlocks and Insider Participation

      Our compensation committee is currently composed of Mr. Glenn, Mr. Ho and Mr. Schneider. None of our present or former executive officers serves, nor did any of them serve during 2005, as a member of our compensation committee. Further, during 2005 and as of the date of this prospectus, none of our executive officers:

• served on the compensation committee, or other body performing a similar function, of any entity for which any member of our compensation committee served as an executive officer;

• served as a director of any entity for which any member of our compensation committee served as an executive officer; or

• served as a member of the compensation committee, or other body performing a similar function, of any entity for which one of our directors served as an executive officer.

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EXECUTIVE COMPENSATION

      The following section describes the compensation that we paid our chief executive officer and the persons who, at December 31, 2005, were our other four most highly compensated executive officers, collectively, the “named executive officers.” This section includes a detailed table showing compensation of the named executive officers for the last three years and information about stock options and other benefits.

      The following table provides information as to annual, long-term or other compensation earned during fiscal years ended December 31, 2003, 2004 and 2005 by the named executive officers.

Summary Compensation Table

												Long-Term
												Compensation
												Awards
				Annual Compensation
												Securities
									Other Annual			Underlying
Name and Principal Position		Year		Salary		Bonus			Compensation(1)			Options(#)
G. Lynn Boggs(2)			2005	$	233,333	$	—		$	—			155,942
	Chief Executive Officer		2004		—		—			—			—
			2003		—		—			—			—
Henry M. Baroco			2005		275,000		182,500	(3)		86,895	(4)		91,000
	President and Chief Operating Officer		2004		257,500		—			566,433	(4)		20,000
	(former Chief Executive Officer)		2003		240,000		—			470,678	(4)		36,400
J. Scott Craighead			2005		200,000		—			—			50,000
	Chief Financial Officer		2004		135,000		—			—			—
			2003		125,000		—			—			1,000
Brian M. Riley(5)			2005		140,533		46,791			—			500
	Executive Vice President		2004		64,038		—			2,293			—
			2003		—		—			—			—
Brian P. O’Neill(6)			2005		171,094		—			—			9,000
	Former Executive Vice President,		2004		150,000		—			—			—
	Strategic Development		2003		150,000		—			3,705			8,080

(1)	In accordance with the rules of the SEC, the compensation described in this table does not include (a) medical, group life insurance or other benefits received by these executive officers which are available generally to all of our salaried employees, and (b) perquisites and other personal benefits received by these executive officers that do not exceed the lesser of $50,000 or 10% of any officer’s salary and bonus disclosed in this table.
(2)	Mr. Boggs became our chief executive officer on December 9, 2005. The compensation shown for 2005 is composed of (a) the prorated portion of his $400,000 annual salary from December 9 through December 31, 2005, and (b) a payment of $200,000 on December 15, 2005 under an arrangement whereby we assumed, in the merger with Captiva, Captiva’s obligation to pay deferred compensation due from Captiva to Mr. Boggs in the amount of $25,000 per month (plus applicable taxes associated with those payments) for the period from April 1, 2005 through December 9, 2005.
(3)	This amount was paid in accordance with Mr. Baroco’s July 2004 employment agreement to compensate Mr. Baroco for the termination of his prior employment agreement.
(4)	This amount represents taxable fringe benefits for a company-owned car given to Mr. Baroco and for a loan that was forgiven by Towne Services before the Towne Services merger in consideration for Mr. Baroco’s entering into a new employment agreement that reduced the term of the agreement from three years to two years and reduced the period for which insurance benefits would be provided from until death to until age 65. In 2003, the amount also includes payments

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	made to pre-pay the non-compete payment clause within Mr. Baroco’s employment agreement. In 2004, this amount includes $52,978 in relocation expenses and $398,750 in payments made to pre-pay the non-compete payment clause within Mr. Baroco’s employment agreement. In 2005, this amount includes $80,650 in payments made to pre-pay the non-compete payment clause in Mr. Baroco’s employment agreement.
(5)	Mr. Riley resigned as executive vice president on April 20, 2006, effective May 15, 2006.
(6)	Mr. O’Neill resigned as executive vice president of strategic development effective December 31, 2005 and is now an advisor to us.

      In addition to the named executive officers, we also note that Paul McCulloch, our executive vice president and president of Goldleaf Technologies who joined us in January 2006, has an annual salary of $250,000, and that Scott Meyerhoff, our executive vice president of finance and strategy who joined us in December 2005, has an annual salary of $220,000. See “Certain Relationships and Related Party Transactions” for additional information about options granted to and other transactions with Mr. McCulloch and Mr. Meyerhoff.

Option Grants

      The tables below provide certain information with respect to grants of stock options to the named executive officers pursuant to our stock option plans during the year ended December 31, 2005.

Option Grants in Last Fiscal Year

			Percent of
			Total
			Options/
	Securities		SARs					Market				Potential Realizable Value at
	Underlying		Granted to			Exercise		Price on				Assumed Annual Rate of Stock Price
	Options		Employees			or Base		Date of				Appreciation for Options Term(2)
	Granted		in Fiscal			Price		Grant		Expiration
Name	(#)(1)		Year(1)			($/Share)		($/Share)		Date		0%		5%		10%
G. Lynn Boggs		155,942		20.51	%	$	6.60	$	6.10		10/20/2015	$	—	$	520,263	$	1,438,070
Henry M. Baroco		60,000		7.89			6.60		6.10		10/20/2015		—		200,175		553,310
		31,000		4.08			6.60		6.10		10/21/2015		—		103,424		285,877
J. Scott Craighead		40,000		5.26			6.60		6.10		10/20/2015		—		133,450		368,873
		10,000		1.31			10.95		11.20		02/17/2015		2,500		72,936		181,000
Brian M. Riley		500		0.07			10.95		11.20		02/17/2015		125		3,646		9,050
Brian P. O’Neill		5,000		0.66			6.60		6.10		10/20/2015		—		16,681		46,109
		4,000		0.53			10.95		11.20		02/17/2015		1,000		29,177		72,400

(1)

The percent of total options granted was calculated based on a total of 760,442 options granted during fiscal year 2005.

(2)

The potential realizable values illustrate values that might be realized upon exercise immediately before the expiration of the term of these options using 0%, 5% and 10% appreciation rates, as required by the SEC, compounded annually. These values do not, and are not intended to, forecast possible future appreciation, if any, of our stock price. Additionally, these values do not take into consideration the provisions of the options providing for vesting over a period of years or termination of options following termination of employment.

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      The table below provides information as to exercise of options by the named executive officers during fiscal year 2005 under our stock option plans and the year-end value of unexercised options.

Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values

					Number of Securities				Value of Unexercised
	Shares				Underlying Unexercised				In-the-Money Options
	Acquired on				Options at Fiscal Year-End				at Fiscal Year-End(1)
	Exercise		Value
Name	(#)		Realized		Exercisable		Unexercisable		Exercisable		Unexercisable
G. Lynn Boggs		0		N/A		3,002		155,942	$	—	$	—
Henry M. Baroco		0		N/A		171,507		60,000		107,380		—
J. Scott Craighead		0		N/A		3,000		50,000		2,950		—
Brian M. Riley		0		N/A		—		500		—		—
Brian P. O’Neill		0		N/A		13,350		9,000		23,836		—

(1) This amount represents the aggregate of the number of “in-the-money” options multiplied by the difference between $5.90, the fair market value of the common stock at December 30, 2005, and the exercise price for that option. Options are classified as “in-the-money” if the market value of the underlying common stock exceeds the exercise price of the option. Actual values that may be realized, if any, upon the exercise of options will be based on the per share market price of the common stock at the time of exercise and are thus dependent upon future performance of the common stock.

Equity Compensation Plans

      We currently have stock options outstanding under seven separate stock option plans known as the Private Business, Inc. 2005 Long-Term Equity Incentive Plan, or the 2005 Plan, the Private Business, Inc. 2004 Equity Incentive Plan, or the 2004 Plan, the Private Business, Inc. 1999 Amended and Restated Stock Option Plan, or the 1999 Plan, the Towne Services, Inc. 1996 Stock Option Plan, the Towne Services, Inc. 1998 Stock Option Plan, the Towne Services, Inc. Director Stock Option Plan and the Towne Services, Inc. Non-Qualified Stock Option Plan. We also have options outstanding under individual stock option grants that are not governed by the terms of a stock option plan but that were made pursuant to forms of option agreements (we refer to those grants as the 1994 Plan). All of the Towne Services, Inc. stock option plans have been terminated and no future stock options will be granted under these plans. There are 100,384 stock options issued and outstanding under the Towne Services, Inc. plans, 674,942 stock options issued and outstanding under the 2005 Plan, 89,109 stock options issued and outstanding under the 2004 Plan, 149,917 stock options issued and outstanding under the 1999 Plan, and 58,345 options issued and outstanding under the 1994 Plan.

      We have unvested options under our Private Business, Inc. 2005 Long-Term Equity Incentive Plan, Private Business, Inc. 2004 Equity Incentive Plan, and Private Business, Inc. 1999 Equity Incentive Plan. Each of the 2005 Plan, the 2004 Plan and the 1999 Plan provides for option acceleration upon the acquisition by a person or group of more than 50% of our voting securities. In connection with the offering, we expect that the underwriters will acquire more than 50% of our voting securities and, accordingly, trigger acceleration of all the unvested options under the 2005 Plan and the 2004 Plan, and acceleration of one-half of all the unvested options under the 1999 Plan.

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      The following table provides information about our equity compensation plans in effect as of December 31, 2005, aggregated for two categories of plans, those approved by shareholders and those not approved by shareholders.

Equity Compensation Plan Information

						Number of Securities
						Remaining Available for
		Number of Securities to		Weighted-Average		Future Issuance Under
		Be Issued Upon		Exercised Price of		Equity Compensation
		Exercise		Outstanding		Plans (Excluding
		of Outstanding Options,		Options,		Securities Reflected
Plan Category		Warrants and Rights		Warrants and Rights		in Column(a))
		(a)		(b)		(c)
Equity compensation plans approved by shareholders			1,072,659	$	11.20		484,178
Equity compensation plans not approved by shareholders			—		—		—
	Total		1,072,659	$	11.20		484,178

Employment Agreements with Executive Officers

Employment Agreement with Lynn Boggs

      Effective December 9, 2005, we entered into an employment agreement with Mr. Boggs, our chief executive officer. Mr. Boggs’ agreement provides for an annual base salary of not less than $400,000 and an annual bonus, which will be at least $200,000 in 2006. The employment agreement has an initial term of two years from December 9, 2005, which term is extended automatically each day for an additional day so that the remaining term will continually be two years, until such time as either party gives notice to fix the term to a finite term of two years, commencing on the date of such written notice.

      Mr. Boggs’ employment agreement further provides for our grant to Mr. Boggs of options to acquire 155,942 shares of our common stock at an exercise price of $6.60 per share. We will also reimburse Mr. Boggs for up to $100,000 in relocation expenses if he decides to move to the Nashville, Tennessee greater metropolitan area.

      The employment agreement provides for various payments to Mr. Boggs upon cessation of employment, depending on the circumstances. If Mr. Boggs is terminated for “cause” at any time, he will receive his pro rata base salary and perquisites to the date of termination. “Cause” means fraud, dishonesty or gross malfeasance of duty likely to result in injury to us or personal gain to Mr. Boggs, unless (a) Mr. Boggs believed the conduct to be unopposed to our interests; (b) the conduct was not intended to result in gain to Mr. Boggs; (c) the conduct did not actually result in gain to Mr. Boggs; or (d) the conduct is not cured by Mr. Boggs within 30 days of receiving notice from our board of directors. If Mr. Boggs dies or becomes disabled during his term of employment, he will receive his pro rata base salary, perquisites and incentive bonus to the date of termination or resignation. If Mr. Boggs is terminated without “cause” or resigns with “adequate justification,” Mr. Boggs will receive 200% of his base salary plus 200% of his annual bonus (as calculated in the employment agreement), continuation of his company benefits (e.g., medical, dental, disability, life insurance) for 24 months, and the immediate vesting of all stock options or stock-based compensation. “Adequate justification” means: (a) our noncompliance with the employment agreement for a period of more than 20 days; (b) a

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required relocation by Mr. Boggs; or (c) substantial diminution of Mr. Boggs’s responsibility or authority. If Mr. Boggs is terminated with or without “cause” or if Mr. Boggs resigns with “adequate justification,” then Mr. Boggs will be subject to a two year obligation not to compete with us so long as we pay him an additional lump sum equal to 100% of his base salary plus 100% of his annual bonus.

Employment Agreement with Henry Baroco

      Effective July 1, 2004, we entered into an employment agreement with Mr. Baroco, our president and chief operating officer. Mr. Baroco’s agreement provides for an annual base salary of not less than $275,000 and an annual incentive award calculated as a percentage of Mr. Baroco’s base salary based upon our annual pretax net income. The employment agreement has an initial term from July 1, 2004 until June 30, 2006, subject to automatic annual renewals absent prior notice from either party.

      Mr. Baroco’s employment agreement further provided for our grant to Mr. Baroco of options to acquire 20,000 shares of our common stock at an exercise price equal to the closing trading price on the date of grant, August 4, 2004. Pursuant to an amendment to Mr. Baroco’s employment agreement dated October 21, 2005, all of these options became vested. This amendment also required us to grant to Mr. Baroco additional options to acquire 31,000 shares of our common stock at an exercise price of $6.60 per share, and we have granted those options.

      The employment agreement provides for various payments to Mr. Baroco upon cessation of employment, depending on the circumstances. If Mr. Baroco is terminated for “cause” at any time, he will receive his pro rata base salary and perquisites to the date of termination. “Cause” means: (a) willful refusal to follow an order of the board of directors; (b) willful engagement in conduct materially injurious to our interests; (c) indictment for a felony; or (d) material breach of the employment agreement not cured within 60 days and not due to illness. If Mr. Baroco dies or becomes disabled during his term of employment, he will receive his pro rata base salary, perquisites and incentive bonus to the date of termination or resignation. If Mr. Baroco is terminated without “cause” at any time, or if there is a change in control of the company, Mr. Baroco will receive 150% of his base salary plus the average of his annual incentive awards paid for the two prior years. “Change in control” means: (a) a successful tender offer for more than 50% of our stock; (b) a merger after which less than 75% of the new entity is owned by our former shareholders; (c) the sale of substantially all our assets; or (d) an acquisition by a person or certain groups of more than 50% of our stock.

Employment Agreement with Paul McCulloch

      When we closed the acquisition of Goldleaf Technologies on January 31, 2006, Paul McCulloch became one of our executive vice presidents and the president of Goldleaf Technologies. His employment agreement has a term of two years, which term is extended automatically each day for an additional day so that the remaining term will continually be two years, until such time as either party gives notice to fix the term to a finite term of two years, commencing on the date of such written notice. Mr. McCulloch received a signing bonus of $1.5 million, payable in the form of $500,000 in cash and two unsecured promissory notes, one in the original principal amount of $850,000 due June 15, 2006 and the other in the original principal amount of $150,000 due April 30, 2007. Both notes bear interest at the prime rate and mature in one balloon payment of principal and all accrued interest on the due date. Mr. McCulloch will receive a base salary of $250,000 per year and will be entitled to participate in our executive bonus plan and to participate in all retirement, life and health insurance, disability and other similar benefit plans or programs, provided that he will not be required to pay the

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premiums for those benefits. On January 23, 2006, as an inducement to him to enter into his employment agreement, we granted Mr. McCulloch options to purchase 180,000 shares of common stock at an exercise price of $6.65 per share, the closing price of our common stock on the Nasdaq Capital Market on the previous trading day. If we terminate Mr. McCulloch’s employment without cause, or if he terminates his employment for “good reason”, for two years we will pay Mr. McCulloch (at its regular pay intervals) the amount of his then current base salary, and continue to permit him to participate in all retirement, life and health insurance, disability and other similar benefit plans or programs, without charge for premiums. “Good reason” means: (a) a change in Mr. McCulloch’s duties or status following a change in control; (b) a reduction in his base salary or target bonus following a change in control; (c) a relocation of his principal office greater than 50 miles following a change in control. A “change in control” is defined in the employment agreement to mean: (a) transfer of more than 40% of our voting securities to a third party; (b) a merger, consolidation, or reorganization that results in a significant change to the composition of our shareholders; (c) our bankruptcy; or (d) the sale of substantially all of our assets.

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PRINCIPAL SHAREHOLDERS

      We are authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. As of June 2, 2006, there were outstanding: 3,162,290 shares of common stock (net of treasury shares); 21,012.5 shares of Series A preferred stock; 40,031 shares of Series B preferred stock; and 10,000 shares of Series C preferred stock. For more information regarding the shares of preferred stock and warrants we issued and will issue to Lightyear, see “Certain Relationships and Related Party Transactions— Transactions with Lightyear.”

      The following table shows, as of April 14, 2006, the amount of our common stock beneficially owned, unless otherwise indicated, by (a) all shareholders we know to be the beneficial owners of more than 5%, (b) each of our directors and named executive officers and (c) all directors and executive officers as a group. Based on information furnished by the owners and except as otherwise noted, we believe that the beneficial owners of the shares listed below have, or share with a spouse, voting and investment power with respect to the shares. The address for all of the persons listed in the table below is, except as otherwise listed in the footnotes, 9020 Overlook Boulevard, Third Floor, Brentwood, Tennessee 37027. The figures set forth in the table below give effect to the one-for-five reverse stock split that will occur before the closing of this offering. For the persons identified with the † symbol below, the amounts and percentages in the columns under the heading “Prior to the Offering and the Lightyear Recapitalization” do not include shares underlying the stock options for which vesting will be accelerated on the closing of the offering. Those shares are reflected in the columns under the heading “After the Offering and the Lightyear Recapitalization.” See “Certain Relationships and Related Party Transactions—Acceleration of Stock Options on Closing of this Offering” for the amounts of options so accelerated for each of those persons.

	Prior to the Offering and the					After the Offering and the
	Lightyear Recapitalization					Lightyear Recapitalization
Name and Address of Beneficial Owner	Amount		Percent of Class			Amount	Percent of Class
Common Stock:
The Lightyear Fund, L.P.(2)(3)		3,732,197		54.0	%			%
Wynnefield Capital Management LLC(2)(4)		395,603		12.5
David M. Knott(2)(5)		287,992		9.1
Potomac Capital Management LLC(2)(6)		236,471		7.5
Gruber and McBaine Capital Management, LLC(2)(7)		194,180		6.1
Henry M. Baroco(8)†		191,251		6.0
G. Lynn Boggs(9)†		69,276		2.2
Paul McCulloch†		24,899		*
Brian O’Neill(10)†		12,939		*
David B. Ingram(11)		13,067		*
W. Todd Shiver†		7,348		*
Brian M. Riley(12)		6,206		*
Matthew W. Pribus†		4,675		*
J. Scott Craighead(13)†		3,000		*
Robert A. McCabe, Jr.(14)		1,000		*
John D. Schneider(15)		2,042		*
David W. Glenn(16)		0		*
Thierry F. Ho(17)		0		*
Lawrence A. Hough(18)		3,000		*
Scott R. Meyerhoff†		0		*
All directors and executive officers as a group (13 persons)(19)		332,499		9.7

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	Prior to the Offering and the				After the Offering and the
	Lightyear Recapitalization				Lightyear Recapitalization
Name and Address of Beneficial Owner	Amount		Percent of Class		Amount		Percent of Class
Series A Preferred Stock:
The Lightyear Fund, L.P.(2)(3)		21,012.5		100.0		0		0
Series B Preferred Stock:
Synovus Financial Corporation		40,031		100.0		0		0
Series C Preferred Stock:
The Lightyear Fund, L.P.(2)(20)		10,000		100.0		0		0

* Less than 1%.

(1)	The percentages shown are based on 3,162,290 shares of common stock outstanding on April 14, 2006. Pursuant to Rule 13d-3 under the Exchange Act, shares of common stock which a person has the right to acquire pursuant to the exercise of stock options and warrants held by such holder that are exercisable within 60 days of such date are deemed outstanding for the purpose of computing the percentage ownership of such person, but are not deemed outstanding for computing the percentage ownership of any other person.
(2)	The address for The Lightyear Fund, L.P. is 375 Park Avenue, 11th Floor, New York, NY 10152. The address for Wynnefield Capital Management, LLC is 450 Seventh Avenue, Suite 509, New York, NY 10123. The address for David M. Knott is 485 Underhill Boulevard, Suite 205, Syosset, NY 11791. The address for Potomac Capital Management LLC is 153 E. 53rd Street, 26th Floor, New York, NY 10022. The address for Gruber and McBaine Capital Management, LLC is 50 Osgood Place, Penthouse, San Francisco, CA 94133.
(3)	Pursuant to the warrants issued to Lightyear on January 20, 2004, December 9, 2005 and April 1, 2006, Lightyear is the beneficial owner of 3,732,197 shares of our common stock. Subject to adjustment for stock splits, reorganizations or similar events, or adjustments relating to distributions to all of the holders of our common stock, the exercise price of the warrants exercisable for 3,200,000 shares is $6.25 per share, and the exercise price of the warrants exercisable for 532,197 shares is $6.60 per share.
(4)	As reported on a Schedule 13D/A filed with the SEC on November 23, 2005 and a Form 4 filed with the SEC on April 10, 2006. Wynnefield Capital Management, LLC holds an indirect beneficial interest in 106,415 shares owned by Wynnefield Partners Small Cap Value, L.P. Wynnefield Capital Management, LLC holds an indirect beneficial interest in 149,980 shares owned by Wynnefield Partners Small Cap Value, L.P. I. Wynnefield Capital, Inc. holds an indirect beneficial interest in 136,208 shares owned by Wynnefield Small Cap Value Offshore, Ltd. Mr. Nelson Obus, as the sole general partner of Channel Partnership II, L.P., holds an indirect beneficial interest in the 3,000 shares owned by Channel Partnership II, L.P., which is an entity related to Wynnefield Capital Management LLC.
(5)	As reported on a Schedule 13G filed with the SEC on February 14, 2006. Mr. Knott reports sole voting and dispositive power over 159,080 shares, shared voting over 94,292 shares and shared dispositive power over 97,872 shares.
(6)	As reported on a Schedule 13G/A filed with the SEC on February 28, 2006. Voting power and dispositive power are reported to be shared with Potomac Capital Management Inc. and Paul J. Solit.
(7)	As reported on a Schedule 13G filed with the SEC on February 13, 2006. Voting power and dispositive power are reported to be shared with Jon D. Gruber, J. Patterson McBaine, Eric B. Swergold, and J. Lynne Rose.
(8)	Includes options to purchase 170,871 shares of common stock.
(9)	Includes options to purchase 3,002 shares of common stock and 3,447 shares owned by Mr. Boggs’ children.
(10)	Includes options to purchase 12,314 shares of common stock.

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(11)	Includes 66 shares owned by Ingram Entertainment Inc., an entity controlled by Mr. Ingram, and options to purchase 5,000 shares of common stock.
(12)	Mr. Riley shares investment power with his spouse in 6,006 shares. Mr. Riley resigned from his position on April 20, 2006, effective May 15, 2006.
(13)	Includes options to purchase 3,000 shares of common stock.
(14)	Mr. McCabe was nominated to our board of directors by Lightyear pursuant to the securityholders agreement. Mr. McCabe disclaims beneficial ownership of the shares held by Lightyear.
(15)	Includes options to purchase 363 shares of common stock.
(16)	Mr. Glenn is a managing director of Lightyear Capital, LLC, an affiliate of The Lightyear Fund, L.P. Mr. Glenn disclaims beneficial ownership of the shares held by Lightyear.
(17)	Mr. Ho is a senior vice president of Lightyear Capital, LLC, an affiliate of The Lightyear Fund, L.P. Mr. Ho disclaims beneficial ownership of the shares held by Lightyear.
(18)	Mr. Hough was nominated to our board of directors by Lightyear pursuant to the Lightyear securityholders agreement. Mr. Hough disclaims beneficial ownership of the shares held by Lightyear.
(19)	Includes options to purchase 194,550 shares of common stock.
(20)	Shares of Series C preferred stock have limited voting rights.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Transactions with Lightyear

          Historical Transactions with Lightyear

      Two of our directors, Mr. Ho and Mr. Glenn are executive officers of Lightyear Capital, LLC, a private equity investment firm providing buyout and growth capital to companies in the financial services industry. Based in New York, Lightyear Capital manages approximately $2 billion in assets with investments across the financial services spectrum. Lightyear Capital is an affiliate of The Lightyear Fund, L.P., a $750 million private equity fund that is a member of Lightyear PBI Holdings, LLC, or Lightyear. As of April 1, 2006, Lightyear owns 21,012.5 shares of Series A preferred stock and 10,000 shares of Series C preferred stock. On April 1, 2006, we declared a payment-in-kind dividend, or PIK dividend, in lieu of a cash dividend on our Series A preferred stock, increasing the outstanding number of shares of Series A preferred stock as explained below. We have engaged in several transactions with Lightyear since January 20, 2004 as described below.

      On January 20, 2004, we issued 20,000 shares of Series A preferred stock to Lightyear for $20.0 million in cash. Each share of Series A preferred stock was initially entitled to 160 votes per share, but the number of votes per share has been reduced slightly to 159.6 votes due to the issuance of additional shares of Series A preferred stock on April 1, 2006 as described below. In connection with Lightyear’s purchase of the Series A preferred stock, we also issued to Lightyear a warrant entitling Lightyear to purchase up to 3,200,000 shares of our common stock at a price of $6.25 per share, and we entered into the securityholders agreement with Lightyear that grants Lightyear the right to nominate four out of seven nominees for election to our board of directors. In the securityholders agreement, we agreed to use our best efforts to cause the election of each nominee of Lightyear to the board. As noted above, two of our directors, Mr. Glenn and Mr. Ho, are affiliated with Lightyear.

      The Lightyear securityholders agreement grants “demand” and “piggyback” registration rights to Lightyear with respect to any shares of our common stock that Lightyear acquires upon exercise of the warrants that we have granted to Lightyear. These demand registration rights can be exercised, subject to limitations, not more than four times and not more than once in any 180-day period. Further, for Lightyear to be eligible to request registration of its shares, the expected aggregate price to the public of the securities sold in the registration must be at least $8.0 million or the number of securities sought to be registered must equal at least 10% of our outstanding common stock. We are also required to pay all registration expenses incurred by Lightyear in any such registration.

      The Lightyear securityholders agreement also provides that, subject to limitations, including the discretion of the managing underwriter in an underwritten offering, Lightyear may request inclusion of their securities in any registration of securities by us. We are also required to pay all registration expenses incurred by Lightyear in any such registration. Lightyear has waived any right under the securityholders agreement to participate in this offering.

      On December 9, 2005, we issued to Lightyear a $10.0 million senior subordinated note due on December 9, 2010 as approved by our shareholders during a special shareholders meeting on December 7, 2005. Also on that date, we issued warrants to Lightyear that gave Lightyear the right to purchase 757,575 shares of our common stock at an exercise price of $6.60 per share. We paid Lightyear a fee of $250,000 in connection with this transaction and agreed to reimburse Lightyear for its legal fees up to $100,000. On January 23, 2006, as described below, we issued shares of our Series C preferred stock in exchange for the Lightyear note, and we amended and restated the warrants we had issued to Lightyear on December 9, 2005.

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      On January 23, 2006, we entered into an amended and restated credit agreement with Bank of America, which, as subsequently amended, provides for a total of $19.75 million, has a two-year term and is secured by a pledge of all of our assets. In connection with the credit facility:

• The Lightyear Fund, L.P. guaranteed a $6.0 million term loan included in the facility that matures on July 23, 2006, and we agreed to pay The Lightyear Fund, L.P. a fee of $45,000 and to reimburse The Lightyear Fund, L.P. for up to $50,000 of its expenses in connection with this guaranty;

• Lightyear exchanged its senior subordinated $10.0 million note for 10,000 shares of our Series C preferred stock; and

• we amended and restated the warrants that we issued in December 2005 in connection with the Lightyear note.

      The shares of Series C preferred stock issued to Lightyear have a mandatory redemption date of December 9, 2010 at a redemption price of $10.0 million, and they have a 10% annual dividend rate that increases to 12% on June 9, 2007. The shares of Series C preferred stock have very limited voting rights. Due to the mandatory redemption requirement, we include the Series C preferred stock in the liability section of our consolidated balance sheet.

      The amended and restated warrant agreement and warrants give Lightyear the right to purchase, at the exercise price of $6.60 per share, subject to adjustment:

• up to 378,788 shares of common stock at any time through January 20, 2014; and

• beginning on June 9, 2007, up to an additional 378,787 shares of common stock at any time through January 20, 2014.

      The amended and restated warrant agreement and warrants also provide that Lightyear can pay the exercise price:

• in cash or by wire transfer;

• by the surrender of shares of common stock that would otherwise be issuable upon exercise of the warrant that have a market price equal to the aggregate exercise price; or

• through a redemption of shares of Series C preferred stock having a liquidation value equal to the aggregate exercise price.

Under the terms of the amended warrant agreement and amended warrants, if we redeem any shares of Series C preferred stock on or before June 9, 2007, then the right to purchase one share under the warrant that becomes exercisable on June 9, 2007 will be terminated for each $26.40 that is paid to Lightyear for the redemption of the Series C preferred stock. The designations in the charter regarding the Series A preferred stock provide that the voting rights of the Series A preferred stock will be proportionately reduced as the Lightyear warrants issued in connection with the Series A preferred stock are exercised such that, upon full exercise of the warrants, the Series A preferred stock will have no voting rights.

      Under the terms of the Bank of America credit facility, we are prohibited from declaring and paying cash dividends on the Series A, Series B and Series C preferred stock during the term of the facility. On January 23, 2006, Lightyear agreed to accept PIK dividends consisting of preferred stock

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and warrants, in lieu of cash dividends on (a) the Series A preferred stock through January 1, 2007 and (b) the Series C preferred stock through January 1, 2008. Accordingly, on April 1, 2006, we issued:

• an additional 500 shares of Series A preferred stock to Lightyear in lieu of $500,000 in cash dividends that became due on January 1, 2006 on the Series A preferred stock;

• an additional 512.5 shares of Series A preferred stock to Lightyear in lieu of $512,500 in cash dividends that became due on April 1, 2006 on the Series A preferred stock; and

• warrants to Lightyear that give Lightyear the right to purchase 153,409 shares of our common stock at an exercise price of $6.60 per share.

      If we are unable to repay the $6.0 million Term B loan by July 23, 2006, and The Lightyear Fund, L.P. is required to repay the Term B loan on our behalf, then we will be obligated to issue new Series D preferred shares to The Lightyear Fund, L.P. If issued, the Series D preferred shares will carry a 10% per annum dividend rate, will have a mandatory redemption date nine months from the date of issuance, and will require the issuance of warrants to purchase 13,209 shares of common stock with an exercise price of $0.05 per share. We would also be required to pay to The Lightyear Fund, L.P. a closing fee equal to 3.75% of the amount it repays to Bank of America.

Lightyear Recapitalization

      Overview. At the closing of this offering, we will use approximately $33.3 million of the net proceeds of this offering to purchase and retire all of the outstanding shares of our Series A preferred stock and Series C preferred stock from Lightyear and to purchase and cancel a portion of common stock warrants that we issued to Lightyear as described below. We will also issue shares of our common stock to Lightyear in exchange for a portion of other common stock warrants we issued to Lightyear in January 2004 and April 2006 in connection with the Series A preferred stock. The precise number of shares of common stock we issue to Lightyear will be equal to 14.9% of the shares of our common stock to be outstanding after the closing of this offering, calculated on a fully diluted basis as described below. We refer to these transactions with Lightyear and other related matters described below as the Lightyear recapitalization.

      Redemption of Series A Preferred Stock and Series C Preferred Stock. Lightyear will surrender to us for cancellation all of its Series A preferred stock and Series C preferred stock. In exchange, we will pay Lightyear a purchase price equal to the liquidation preference of those shares, including accrued but unpaid dividends, which we estimate to be approximately $32.1 million, assuming a closing date of July 1, 2006.

      Recapitalization of Warrants Related to Series A Preferred Stock. In the recapitalization, Lightyear will surrender to us for cancellation:

• the warrant we issued to Lightyear in January 2004, which entitles Lightyear to purchase 3,200,000 shares of our common stock at an exercise price of $6.25 per share; and

• the PIK warrants we issued to Lightyear in April 2006, which entitle Lightyear to purchase 153,409 shares of our common stock at an exercise price of $6.60.

To recapitalize these warrants, we will issue that number of shares of our common stock equal to 14.9% of the fully diluted common stock as of the closing of the offering. For purposes of this calculation under our agreement with Lightyear, the fully diluted common stock as of the closing of the offering means:

• the number of shares of common stock issued and outstanding immediately following the closing, excluding shares underlying (A) the preferred stock and warrants owned by Lightyear

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and (B) our Series B preferred stock, which we will redeem from the holder of that stock as promptly as practicable following Closing; plus

• 212,121 shares of common stock, which is the number of shares we agreed with Lightyear as representing the estimated number of shares we are obligated to issue to the former Captiva members under an earnout arrangement; plus

•  the number of shares of common stock allocable to the issued and outstanding options to purchase common stock as of the closing (up to 1,542,936 shares of common stock), as calculated using the treasury stock repurchase method at the offering price.

For example, if                      shares of common stock are outstanding immediately before the offering and we issue                      shares at a price of $          per share in this offering, we estimate that we will issue a total of                      shares to Lightyear at the closing of this offering, which shares would equal 14.9% of the fully diluted common stock as of the closing of this offering, or      % of the number of shares of common stock then outstanding, without regard for options that are outstanding as so calculated or contingent shares we may be obligated to issue. Lightyear has agreed, for a period of 18 months from the closing with certain limited exceptions, not to offer to sell, contract to sell, or otherwise sell, pledge, dispose of or hedge, directly or indirectly, any of the shares of common stock we issue to Lightyear in the recapitalization.

      Redemption of January 2006 Warrant. Lightyear will surrender to us for cancellation a warrant we issued to Lightyear in January 2006, which entitles Lightyear to purchase 378,788 shares of our common stock at an exercise price of $6.60 per share. In exchange, we will pay Lightyear $1.2 million.

      Termination of Remaining Warrant According to its Terms. Lightyear will surrender to us for cancellation a warrant we issued to Lightyear in January 2006, in connection with the issuance of the Series C preferred stock, to purchase 378,787 shares of our common stock at an exercise price of $6.60 per share that becomes exercisable on June 9, 2007. Under the terms of the warrant, it is terminated if we redeem the Series C preferred stock in full within 18 months of the date we issued the warrant.

      Registration Rights. Lightyear will be entitled to a single piggyback registration right during the 18 months following the closing of the Lightyear recapitalization. After that time, Lightyear will have a one-time demand and unlimited piggyback registration rights.

      Termination of Prior Agreements. At the closing of the offering, all obligations and agreements between Lightyear and us will be terminated, excluding the obligations associated with the Lightyear recapitalization.

      Covenants of Lightyear to Vote for the Lightyear Recapitalization. Lightyear has agreed to vote its shares of our voting stock:

•  to approve any proposal required to be made to our shareholders to facilitate this offering or any other transaction by which we raise the equity and/or debt required to consummate the Lightyear recapitalization;

• against any proposal made in opposition to, or in competition or inconsistent with, the Lightyear recapitalization; and

• against any liquidation or winding up of us.

      Right of Lightyear to Nominate One Director After Closing. In addition, Lightyear has agreed that, immediately following the closing of this offering, David Glenn will be the sole director nominated to our board by Lightyear. Accordingly, Mr. Ho will resign from the board immediately following the closing of this offering. Mr. McCabe and Mr. Hough, who were nominated to the board by Lightyear

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but who are not affiliated with Lightyear, will continue to serve on the board. We have agreed, following the closing, to take the actions required under applicable law to cause our board of directors, including any nominating committee, to nominate and elect Mr. Glenn to continue to serve on our board of directors until the earlier of (a) his resignation or (b) the date on which Lightyear has disposed of one-third of the shares we issue to Lightyear in the recapitalization. If Mr. Glenn dies, becomes disabled, retires, resigns or is removed (with or without cause) from our board before the termination of Lightyear’s rights to nominate him to our board, Lightyear may designate another individual to be elected to fill the vacancy created by his departure from the board, and we have agreed to cause the vacancy to be filled by Lightyear’s new designee as soon as possible.

      Conditions to Closing of Lightyear Recapitalization. Unless Lightyear waives these conditions in writing, the Lightyear capitalization will close when all of the following events have occurred:

• we have repaid all principal and accrued interest on our Bank of America credit facility;

• we have obtained Bank of America’s release of The Lightyear Fund, L.P. from its guarantee of a portion of our credit facility;

• our special committee, with input and advice from our management and from Friedman, Billings, Ramsey & Co., Inc., has selected a co-managing underwriter for this offering and the co-managing underwriter has been named on the cover of this prospectus;

• we enter into an agreement with Lightyear that is intended to allow Lightyear to qualify its investment in us as a “venture capital investment” as defined under federal regulations;

• we provide irrevocable notice of our intent to redeem our Series B preferred stock to the holder of our Series B preferred stock; and

• at the time that we have satisfied the above conditions, there is no pending material shareholder litigation in connection with the offering or the Lightyear recapitalization naming as defendants Lightyear or any of our directors nominated by Lightyear.

In addition, if we fail to redeem our Series B preferred stock within 60 days following the closing of the Lightyear recapitalization, we will issue additional shares of our common stock to Lightyear so that Lightyear’s beneficial ownership remains at 14.9% of the fully diluted shares.

      Indemnification. We have agreed to indemnify Lightyear, its affiliates and our directors that were nominated by Lightyear for any damages they incur in connection with this offering or the Lightyear recapitalization.

      Expenses of Lightyear. We have agreed to pay the legal fees of Lightyear associated with the Lightyear recapitalization in an amount not to exceed $200,000.

Captiva Merger

      On December 9, 2005, Captiva merged into CSL Acquisition Corporation, our wholly owned subsidiary, in accordance with an agreement and plan of merger dated October 20, 2005, among us, Captiva, CSL Acquisition Corporation and certain Captiva members. Our shareholders approved the merger and other related proposals at a special shareholders meeting held on December 7, 2005. In connection with the merger, we entered into an employment agreement with Mr. Boggs, under which he became our chief executive officer. For a description of the terms of Mr. Boggs’ employment agreement, see “Executive Compensation— Employment Agreements with Executive Officers— Employment Agreement with Lynn Boggs.”

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Interests of Lynn Boggs in the Captiva Merger

      Mr. Boggs was the beneficial owner of approximately 37% of the equity interests in Captiva. In connection with the Captiva merger, Mr. Boggs or an affiliate of Mr. Boggs received the following:

• repayment of his original $25,000 investment in Captiva;

• repayment of his $125,000 loan to Captiva, plus interest of $3,246;

• the cancellation of his personal guarantee of a $500,000 bank loan to Captiva that was repaid from the cash portion of the merger consideration;

• $961,107 in cash from the cash portion of the merger consideration after all debt and certain other obligations were repaid;

• 57,221 shares of our common stock; and

• the right under an earnout arrangement to receive up to 91,554 additional shares of our common stock based upon additional revenue generated from acquisitions or strategic bankers’ bank partnerships during 2006.

      In addition, Mr. Boggs’ children received a total of 3,447 shares of our common stock for their interests in Captiva. We also granted options to Mr. Boggs as described below. Mr. Boggs is liable for indemnification under the terms of the merger agreement and received registration rights with respect to the shares he received as part of the merger consideration. Also in connection with the Captiva merger, we assumed Captiva’s obligation to pay deferred compensation due from Captiva to Mr. Boggs in the amount of $25,000 per month (plus applicable taxes associated with those payments) for the period from April 1, 2005 through December 9, 2005. We paid Mr. Boggs $200,000 on December 15, 2005 under this arrangement.

Interests of Former Director Glenn Sturm in the Captiva Merger

      Glenn W. Sturm, a former director who resigned effective December 12, 2005, was the beneficial owner of approximately 37% of the equity interests in Captiva. In connection with the Captiva merger, Mr. Sturm or a family limited liability partnership he beneficially owns received the following:

• repayment of his original $25,000 investment in Captiva;

• repayment of his $125,000 loan to Captiva, plus interest of $3,246;

• the cancellation of his personal guarantee of a $500,000 bank loan to Captiva that was repaid from the cash portion of the merger consideration;

• approximately $966,360 in cash from the cash portion of the merger consideration after all debt and certain other obligations were repaid;

• approximately 57,454 shares of our common stock; and

• the right under an earnout arrangement to receive up to 91,927 additional shares of our common stock based upon additional revenue generated from acquisitions or strategic bankers’ bank partnerships during 2006.

      Mr. Sturm’s family limited liability partnership referenced above is liable for indemnification under the terms of the merger agreement and has received registration rights with respect to the shares it received as part of the merger consideration. We also granted options to Mr. Sturm as described below. For a description of Mr. Sturm’s beneficial ownership of our shares, see “Legal Matters.”

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Interests of Certain Other Persons in the Captiva Merger— Adoption of the Private Business, Inc. 2005 Long-Term Equity Incentive Plan and Grant of Options Thereunder

      In connection with the Captiva merger, we established the Private Business, Inc. 2005 Long-Term Equity Incentive Plan. Our shareholders approved the 2005 Plan at the December 7, 2005 shareholders meeting. Under the 2005 Plan, we reserved for issuance 1,007,376 shares of our common stock, which represented 15% of the number of our fully-diluted shares then outstanding. On October 20, 2005, the date the Captiva merger agreement was signed, our compensation committee (without Mr. Sturm) granted options under the 2005 Plan exercisable for 674,942 shares of our common stock at an exercise price of $6.60 per share to the following persons. Options granted to our executive officers and directors and to the officers of Captiva under the 2005 Plan are shown in the following table:

Name and Position with		Position with Private Business
Private Business on the Date of Grant		after the Captiva Merger	Number of Options
Henry M. Baroco		President and Chief		60,000
	Chief Executive Officer	Operating Officer
J. Scott Craighead		Chief Financial Officer		40,000
	Chief Financial Officer
Brian P. O’Neill		None		5,000
	Executive Vice President Strategic Development(1)
Glenn W. Sturm		None		134,000
	Director (and also a Captiva member)(2)

Name and Position with
Captiva on the Date of Grant
G. Lynn Boggs		Chief Executive Officer	155,942
	Chief Executive Officer
Scott R. Meyerhoff		Executive Vice President,	90,000
	Chief Financial Officer	Finance and Strategy
W. Todd Shiver		Executive Vice President,	80,000
	Senior Vice President and Secretary	Financial Institution Sales
Matthew W. Pribus		Executive Vice President,	80,000
	Senior Vice President	Information Technology
		and Operations

(1)	Mr. O’Neill resigned as executive vice president, strategic development effective December 31, 2005 and is now an advisor to us.
(2)	Effective December 12, 2005, Mr. Sturm resigned from his position as a member of our board of directors. Under the terms of an agreement between us and Mr. Sturm, he retains the options described above, which vest in accordance with the terms of the option agreement and will remain exercisable for the duration of their 10-year term, subject to the acceleration of vesting described below.

      The exercise price of options granted under the 2005 Plan on October 20, 2005 was $6.60 per share, and the closing price of our common stock on the Nasdaq Capital Market on that date was $6.10 per share. The options will vest 25% on each of the first four anniversaries following the closing of the merger subject to continued employment, provided that all of the options will vest immediately on the closing of this offering, as described in the following section.

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Acceleration of Stock Options on Closing of this Offering

      We granted options under the Private Business, Inc. 2005 Long-Term Equity Incentive Plan to our executive officers, key employees and a former director in 2005 and 2006. The vesting of those options will accelerate on the closing of this offering. The options granted in connection with the Captiva merger and the Goldleaf Technologies acquisition in each case would otherwise have vested 25% on each of the first four anniversaries following the closing of the applicable transaction subject to continued employment. The executive officers and a former director listed below hold the numbers of options shown. These individuals are expected to agree to the lock-up agreements described in “Underwriting” that will subject the shares underlying one-half of their options to a lock-up period of 180 days and the shares underlying the remaining one-half of their shares to a lock-up period of two years, subject to extension as described in “Underwriting.”

Name and Position		Number of Options		Transaction
G. Lynn Boggs			155,942		Captiva
	Chief Executive Officer
Henry M. Baroco			60,000		Captiva
	President and Chief Operating Officer
Scott R. Meyerhoff			90,000		Captiva
	Executive Vice President, Finance and Strategy
J. Scott Craighead			40,000		Captiva
	Chief Financial Officer
W. Todd Shiver			80,000		Captiva
	Executive Vice President, Sales and Marketing
Matthew W. Pribus			80,000		Captiva
	Executive Vice President, Information Technology and Operations
R. Paul McCullough			180,000		Goldleaf
	Executive Vice President and President of Goldleaf Technologies
Brian P. O’Neill			5,000		Captiva
	Executive Vice President Strategic Development(1)
Glenn W. Sturm			134,000		Captiva
	Former Director(2)

(1)	Mr. O’Neill resigned as executive vice president, strategic development effective December 31, 2005 and is now an advisor to us.
(2)	Effective December 12, 2005, Mr. Sturm resigned from his position as a member of our board of directors.

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DESCRIPTION OF CAPITAL STOCK

      Upon the closing of this offering, our authorized capital stock, after giving effect to the one-for-five reverse stock split, will consist of 100,000,000 shares of common stock, no par value per share, and 20,000,000 shares of preferred stock, no par value per share. In this section, we describe the material features and rights of our common stock. As it is only a summary, it does not contain all of the information that may be important to you. For a complete description, you should refer to our charter and bylaws, copies of which are incorporated by reference in the registration statement of which this prospectus is a part, as well as to the relevant portions of Tennessee law.

Common Stock

      General. As of June 5, 2006, there were 3,162,290 shares of common stock outstanding, net of treasury shares, and 2,563 shareholders of record. After this offering, we expect there will be                      shares of our common stock outstanding and                      shares outstanding if the underwriters exercise their over-allotment option in full.

      Voting Rights. The holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the shareholders, including the election of directors, and do not have cumulative voting rights. Accordingly, the holders of a majority of the shares of common stock entitled to vote in any election of directors can elect all of the directors standing for election, if they so choose. Each outstanding share of common stock is entitled to vote on all matters submitted to a vote of shareholders.

      Dividends. Subject to the prior rights of the holders of any preferred stock, the holders of outstanding shares of common stock are entitled to receive dividends out of assets legally available for that purpose at the time and in the amounts as our board of directors may determine from time to time.

      Liquidation, Dissolution and Winding Up. Upon our liquidation, dissolution or winding up, the holders of common stock will be entitled to receive pro rata our assets that are legally available for distribution, after payment of all debts and other liabilities and subject to the prior rights of any holders of preferred stock then outstanding.

      Redemption, Conversion and Preemptive Rights. The shares of common stock are not redeemable or convertible, and the holders of common stock have no preemptive or subscription rights to purchase any of our securities.

      Assessment. The issued and outstanding shares of common stock are, and the shares of common stock being issued in the offering will be, validly issued, fully paid and nonassessable.

Preferred Stock

      As of June 5, 2006, there were 21,012.5 shares of Series A preferred stock, 40,031 shares of Series B preferred stock and 10,000 shares of Series C preferred stock outstanding. Immediately after the closing of this offering, we intend to repurchase and retire all the outstanding shares of our preferred stock. See “Use of Proceeds.”

Future Rights to Issue Preferred Stock

      Following the completion of this offering and the redemption of all of our preferred stock, our board of directors will have the authority, without further action by the shareholders, to issue from time to time up to 20,000,000 undesignated shares of preferred stock in one or more series and to fix the number of shares, designations, preferences, powers, and relative, participating, optional or other special rights and the qualifications or restrictions of that stock. The preferences, powers, rights and restrictions of different series of preferred stock may differ with respect to dividend rates, amounts payable on

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liquidation, voting rights, conversion rights, redemption provisions, sinking fund provisions and purchase funds and other matters. The issuance of preferred stock could decrease the amount of earnings and assets available for distribution to holders of common stock or adversely affect the rights and powers, including voting rights, of the holders of common stock, and may have the effect of delaying, deferring or preventing a change in control of the company.

Anti-Takeover Effects of Provisions of our Charter and Bylaws

      The provisions of our articles of incorporation, our bylaws and Tennessee law summarized in the following paragraphs may have anti-takeover effects and may delay, defer, or prevent a tender offer or takeover attempt that a shareholder might consider to be in such shareholder’s best interest, including those attempts that might result in a premium over the market price for the shares held by shareholders, and may make removal of management more difficult.

      Our charter and bylaws provide for the board of directors to be divided into three classes, as nearly equal in number as possible. The term of the Class 2 directors will expire at the 2007 annual meeting of shareholders, the term of the Class 3 directors will expire at the 2008 annual meeting of shareholders and the term of the Class 1 directors will expire at the 2009 annual meeting of shareholders. At each annual meeting of shareholders, successors to the class of directors whose term expires at that meeting will be elected to serve for three-year terms or until their successors are duly elected and qualified.

      Our charter and bylaws provide that the board of directors will range from one to 12 directors and that the size of the board of directors may be fixed by the directors then in office. To increase the number of our directors beyond 12, shareholders representing 70% of the shares entitled to vote generally on the election of directors must, as a single class, vote in favor of the increase. Our bylaws currently provide that at least two of the members of our board of directors must be independent directors. Following this offering and the redemption of our Series A, Series B and Series C preferred stock, however, we will revise our bylaws to comply with the listing requirements of the Nasdaq National Market, which requires a majority of our directors to be independent. Our directors are elected by a plurality of votes cast at the annual meeting of shareholders or at a special meeting called for the purpose of electing directors. Vacancies in the board of directors created by the removal or resignation of a Lightyear-nominated director may only be filled by the board of directors with another Lightyear designee. Otherwise, vacancies in the board of directors and newly created directorships resulting from any increase in the authorized number of directors are filled by a majority of directors then in office, except that vacancies resulting from a removal of a director for cause by the shareholders shall be filled by a vote of the shareholders. Our bylaws provide that a director may be removed only for cause by an affirmative vote of holders of at least a majority of the voting power of the shares entitled to vote at a special meeting of the shareholders called for the purpose of removing the director. The provisions relating to the size of our board, the removal of directors and the filling of vacancies on the board of directors contained in the Tennessee Act, our charter and our bylaws will preclude a third party from removing incumbent directors without cause and simultaneously gaining control of the board of directors by filling, with its own nominees, the vacancies created by removals. These provisions also reduce the power of shareholders generally, even those with a majority voting power, to remove incumbent directors without cause and to fill vacancies on the board of directors.

      Our charter and bylaws provide that any action of the shareholders of our common stock must be effected at a duly called meeting and not by a consent in writing. Our charter and bylaws do not permit shareholders to call special meetings of shareholders. A special meeting of shareholders may only be called by our president or a majority of the board of directors.

      Our bylaws establish an advance notice procedure for the nomination, other than by or at the direction of the board of directors or a committee of it, of candidates for election as directors as well as

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for other shareholder proposals to be considered at shareholders’ meetings. Notice to us from a shareholder who proposes to nominate a person at a meeting for election as a director must contain:

• the name and address of the shareholder who intends to make the nomination as it appears on our books;

• the name, age, business address, residential address and principal occupation or employment of the nominee;

• the class and number of our shares that are beneficially owned by both the shareholder who intends to make the nomination and the nominee, held as of the record date of the meeting, if the record date is publicly available, and as of the date of the notice; and

• any other information relating to the nominee proposed by the shareholder that is required to be disclosed in a proxy solicitation for the election of directors or otherwise required pursuant to Regulation 14A under the Exchange Act, including the written consent of each nominee to be named in the proxy statement as a nominee and to serve as a director if so elected.

      The chairman of the meeting may refuse to acknowledge the nomination of any person not made in compliance with this nomination procedure. The purpose of requiring advance notice is to afford the board of directors an opportunity to consider the qualifications of the proposed nominees or the merits of other shareholder proposals and, to the extent deemed necessary or desirable by the board of directors, to inform shareholders about these matters. Although the advance notice provisions do not give the board of directors any power to approve or disapprove of shareholder nominations or proposals for action, they may have the effect of precluding a contest for the election of directors or the consideration of shareholder proposals if the procedures established by our bylaws are not followed and of discouraging or deterring a third party from conducting a solicitation of proxies to elect its own slate of directors or to approve its own proposals, without regard to whether consideration of such nominees or proposals might be harmful or beneficial to us and our shareholders.

Anti-Takeover Legislation

      Tennessee Business Combination Act. The Tennessee Business Combination Act, or the Combination Act, contained in Tennessee Act Sections 48-103-201 through 48-103-209, provides that any corporation to which the Combination Act applies, which includes us, shall not engage in any business combination with an interested shareholder for a period of five years from the date that the shareholder became an interested shareholder unless before that date the board of directors of the corporation approved either the business combination or the transaction that resulted in the shareholder becoming an interested shareholder (referred to as the “five-year moratorium”).

      The Combination Act defines business combination generally to mean any:

• merger or consolidation;

• share exchange;

• sale, lease, exchange, pledge, mortgage, transfer or other disposition (in one transaction or a series of transactions) of assets representing 10% or more of (a) the market value of the corporation’s consolidated assets, (b) the market value of the corporation’s outstanding shares, or (c) the corporation’s consolidated net income;

• issuance or transfer of shares from the corporation to the interested shareholder;

• plan of liquidation or dissolution;

• reincorporation of the corporation into another jurisdiction if proposed by or on behalf of an interested shareholder;

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• transaction in which the interested shareholder’s proportionate share of the outstanding shares of any class of securities is increased; and

• financing arrangements pursuant to which the interested shareholder, directly or indirectly, receives a benefit except proportionately as a shareholder.

      Under the Combination Act, an interested shareholder generally is defined as any person who is the direct or indirect beneficial owner of 10% or more of any class or series of the outstanding voting stock, or any affiliate or associate of the corporation who has been the direct or indirect beneficial owner of 10% or more of the voting power of any class or series of the corporation’s stock at any time within the five-year period preceding the date in question.

      Some business combinations are exempt from the Combination Act. Consummation of a business combination that is subject to the five-year moratorium is permitted after that period, provided the transaction complies with all applicable charter and bylaw requirements and applicable Tennessee law and is approved by at least two-thirds of the outstanding voting stock not beneficially owned by the interested shareholder, or when the transaction meets fair price criteria. The fair price criteria include, without limitation, the requirement that the per share consideration received in any such business combination by each of the shareholders is equal to the highest of:

• the highest per share price paid by an interested shareholder for any shares of the same class or series acquired by it (a) within the five-year period immediately before the announcement date with respect to that business combination or (b) within the five-year period immediately before the transaction in which the interested shareholder became an interested shareholder, whichever is higher; plus, in either case, interest compounded annually at the rate for one-year United States treasury obligations from the earliest date on which the highest per share acquisition price was paid through the consummation date; less the aggregate amount of any cash dividends paid and the market value of any dividends paid other than in cash per share since the earliest date on which the highest per share acquisition price was paid, up to the amount of that interest;

• the highest preferential amount, if any, that the class or series is entitled to receive on liquidation; and

• the market value of the shares on either the date the business combination is announced or the date when the interested shareholder reaches the 10% threshold, whichever is higher, plus interest thereon less dividends as set forth above.

      The Tennessee Investor Protection Act. The Investor Protection Act contained in Tennessee Act Sections 48-103-101 through 48-103-113 generally requires the registration, or an exemption from registration, of an individual before that person can make a tender offer for shares of a Tennessee corporation if, after the tender offer, the individual would be directly or indirectly a beneficial owner of more than 10% of any class of the outstanding equity securities of the corporation. Registration requires the filing with the Tennessee Commissioner of Commerce and Insurance of a registration statement, a copy of which must be sent to the corporation, and the public disclosure of the material terms of the proposed offer. The Investor Protection Act also prohibits fraudulent and deceptive practices in connection with takeover offers and provides remedies for violations.

      The Investor Protection Act does not apply to an offer involving a vote by holders of equity securities of a corporation, pursuant to its charter, on a merger, consolidation or sale of corporate assets in consideration of the issuance of securities of another corporation, or on a sale of its securities in exchange for cash or securities of another corporation. Also excluded from the Investor Protection Act are tender offers that are open on substantially equal terms to all shareholders, are recommended by the board of directors of the corporation and include full disclosure of all terms.

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      Tennessee Greenmail Act. The Tennessee Greenmail Act, or the Greenmail Act, contained in Tennessee Act Sections 48-103-501 through 48-103-505, prohibits any publicly-traded Tennessee corporation from purchasing any of its shares at a price above the market value from any person who holds more than 3% of the class of securities to be purchased if such person has held the shares for less than two years. For purposes of the Greenmail Act, the market value is the average of the highest and lowest closing market price for such shares during the 30 trading days preceding the purchase and sale of the shares; provided that, if the seller of those shares has commenced a tender offer or has announced an intention to seek control of the corporation, the market price must be based upon the average of the highest and lowest closing price for the shares during the 30 trading days preceding the commencement of the tender offer or the making of the announcement of a tender offer. The Greenmail Act permits the corporation to purchase the shares from the seller if the purchase has been approved by the affirmative vote of a majority of the outstanding shares of each class of voting stock issued by the corporation or if the corporation makes an offer of at least equal value per share to all holders of shares of that class of stock. Any person who sells securities to a corporation in violation of the Greenmail Act is liable to the corporation for damages equal to two times the amount by which the aggregate sum paid by the corporation for those securities exceeds the maximum amount permitted under the Greenmail Act.

      The effects of the Combination Act, the Investor Protection Act and the Greenmail Act may be to render more difficult a change of control of us by delaying, deferring or preventing a tender offer or takeover attempt that a shareholder might consider to be in the shareholder’s best interest, including an attempt that might result in the payment of a premium over the market price for the shares held by the shareholder.

Registration Rights

      As described in “Certain Relationships and Related Party Transactions— Captiva Merger,” the former Captiva members have registration rights that do not apply to this offering. Further, as described in “Certain Relationships and Related Party Transactions— Transactions with Lightyear,” Lightyear has certain registration rights that it has waived in connection with this offering.

Transfer Agent and Registrar

      The transfer agent and registrar for our common stock is Computershare Investor Services, LLC.

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SHARES ELIGIBLE FOR FUTURE SALES

      We cannot make any prediction as to the effect, if any, that sales of common stock or the availability of common stock for sale will have on the market price of our common stock. The market price of our common stock could decline because of the sale of a large number of shares of our common stock or the perception that those sales could occur. These factors could also make it more difficult for us to raise funds through future offerings of common stock. See “Risk Factors— Risks Related to this Offering— Our stock price may drop when the lock-up period expires.”

Sale of Restricted Shares

      Based upon the number of shares outstanding as of                , 2006, on the closing of this offering, we expect to have approximately                 shares outstanding, or approximately                 shares if the underwriters exercise their over-allotment option in full, excluding approximately                 shares underlying outstanding options. Of these shares,                 shares, or                 shares if the underwriters exercise their over-allotment option in full, will be freely tradable without restriction or further restriction under the Securities Act, except that any of those shares held by our affiliates, as that term is defined in Rule 144 under the Securities Act, may generally only be sold in compliance with the limitations of Rule 144 described below. As defined in Rule 144, an affiliate of an issuer is a person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the issuer. After this offering, approximately                 of our outstanding shares of common stock, or                 shares if the underwriters exercise their over-allotment option in full, will be deemed “restricted securities,” as that term is defined under Rule 144. Restricted securities may be sold in the public market only if they qualify for an exemption from registration under Rules 144, 144(k) or 701 under the Securities Act, which rules are summarized below, or any other applicable exemption under the Securities Act.

Rule 144

      In general, under Rule 144 under the Securities Act, a person (or persons whose shares are aggregated) who has beneficially owned restricted securities within the meaning of Rule 144 for at least one year (and including the holding period of any prior owner except an affiliate), including persons deemed to be our affiliates, would be entitled to sell within any three-month period a number of shares that does not exceed the greater of one percent of the then outstanding shares of our common stock or the average weekly trading volume of our common stock on the Nasdaq Capital Market during the four calendar weeks before the sale. Sales under Rule 144 are also subject to certain manner of sale provisions, notice requirements and the availability of current public information about us.

Rule 144(k)

      Under Rule 144(k) under the Securities Act, any person (or persons whose shares are aggregated) who is not deemed to have been our affiliate at any time during the three months preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years, including the holding period of any prior owner other than an affiliate, is entitled to sell these shares without regard to the volume limitations, manner of sale provisions, public information requirements or notice provisions of Rule 144.

Options and Warrants

      We have filed or intend to file registration statements on Form S-8 under the Securities Act to register approximately 1,617,410 shares of common stock issuable under our stock option plans. All of the shares of our common stock issuable upon the exercise of options under our stock option plans and arrangements are and will be freely tradable without restrictions under the Securities Act, except to the extent that the shares are held by an “affiliate” of ours or subject to other contractual restrictions.

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      On completion of this offering, there will be no warrants outstanding, because the currently outstanding warrants held by Lightyear will either be purchased by us or exercised by Lightyear concurrently with the closing of this offering.

Lock-up Agreements

      We and our senior executive officers, directors and some of our existing shareholders are subject to the lock-up agreements described in “Underwriting” and a lock-up period of 180 days after the date of this prospectus, subject to extension as described in “Underwriting.” After the expiration of this lock-up period, approximately                 of the shares of common stock subject to the lock-up agreements will be eligible for sale in the public market under Rule 144 under the Securities Act of 1933. In addition, with respect to shares underlying options for which vesting will accelerate upon the closing of this offering, our executive officers and a former director are subject to lock-up agreements described in “Underwriting” and a lock-up period of 180 days for the shares underlying one-half of their options and a lock-up period of two years for the shares underlying the remaining one-half of their options. After the expiration of the first lock-up period, approximately                     of the shares of common stock that may be acquired on the exercise of those options will be eligible for sale in the public market under Rule 144. After two years, the same number of shares of common stock that may be acquired on the exercise of the remaining options will be eligible for sale in the public market. Friedman, Billings, Ramsey & Co., Inc. may release these individuals from their lock-up agreements at any time and without notice, which would allow for earlier sale of shares in the public market.

      Lightyear will also be subject to a lock-up agreement with regard to its shares of our common stock received in the Lightyear recapitalization, as further described in “Underwriting,” and a lock-up period of 18 months after the date of this prospectus, subject to extension as described in “Underwriting.” After the expiration of this lock-up period, approximately                     of the shares of common stock subject to the lock-up agreement will be eligible for sale in the public market under Rule 144 under the Securities Act of 1933.

Registration Rights

Captiva

      In connection with our acquisition of Captiva by merger in December 2005, we entered into a registration rights agreement that grants “piggyback” registration rights to the former Captiva members with respect to the 151,515 shares of our common stock we issued and the 242,424 shares we may become obligated to issue in the future to the former Captiva members under an earnout arrangement. The registration rights agreement provides that, subject to limitations, including the discretion of the managing underwriter in an underwritten offering, the former Captiva members may request inclusion of the shares of our common stock they received in the Captiva merger in any registration of securities by us. We are also required to pay all registration expenses incurred by the former Captiva members in such registration. All shares of our common stock that the Captiva members received in the merger are currently in escrow to secure certain indemnification obligations under the merger agreement. Because of the escrow arrangement and the restricted legend on the stock certificates to that effect, those shares cannot be sold in this offering or in any future offering until the escrow arrangement terminates in April 2007.

Lightyear

      The Lightyear securityholders agreement grants “demand” and “piggyback” registration rights to Lightyear with respect to any shares of our common stock that Lightyear acquires upon exercise of the warrants that we have granted to Lightyear. These demand registration rights can be exercised, subject to limitations, not more than four times and not more than once in any 180-day period. Further, for Lightyear to be eligible to request such registration, the expected aggregate price to the public of the

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securities sold in the registration must be at least $8.0 million or the number of securities sought to be registered must equal at least 10% of our outstanding common stock. We are also required to pay all registration expenses incurred by Lightyear in any such registration.

      The Lightyear securityholders agreement also provides that, subject to limitations, including the discretion of the managing underwriter in an underwritten offering, Lightyear may request inclusion of their securities in any registration of securities by us. We are also required to pay all registration expenses incurred by Lightyear in any such registration. Lightyear has waived any right under the Lightyear securityholders agreement to participate in this offering. During the first 18 months following the closing of the Lightyear recapitalization, Lightyear will have a single piggyback registration right. After that time, Lightyear will have a one-time demand and unlimited piggyback registration rights.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

FOR NON-U.S. HOLDERS OF COMMON STOCK

      The following is a summary of the material U.S. federal income and estate tax consequences of the acquisition, ownership and disposition of shares of our common stock purchased pursuant to this offering by a holder that, for U.S. federal income tax purposes, is not a “U.S. person,” as we define that term below. A beneficial owner of our common stock who is not a U.S. person is referred to below as a “non-U.S. holder.” This summary is based upon current provisions of the Internal Revenue Code of 1986, as amended, Treasury regulations promulgated thereunder, judicial opinions, administrative pronouncements and published rulings of the U.S. Internal Revenue Service, or IRS, all as in effect as of the date hereof. These authorities may be changed, possibly retroactively, resulting in U.S. federal tax consequences different from those set forth below. We have not sought, and will not seek, any ruling from the IRS or opinion of counsel with respect to the statements made in the following summary, and there can be no assurance that the IRS will not take a position contrary to such statements or that any such contrary position taken by the IRS would not be sustained.

      This summary is limited to non-U.S. holders who purchase shares of our common stock issued pursuant to this offering and who hold our common stock as a capital asset, generally, property held for investment. This summary also does not address the tax considerations arising under the laws of any state, local or non-U.S. jurisdiction, or under United States federal estate or gift tax laws, except as specifically described below. In addition, this summary does not address tax considerations that may be applicable to an investor’s particular circumstances nor does it address the special tax rules applicable to special classes of non-U.S. holders, including, without limitation:

• banks, insurance companies or other financial institutions;

• partnerships or other entities treated as partnerships for U.S. federal income tax purposes;

• U.S. expatriates;

• tax-exempt organizations;

• tax-qualified retirement plans;

• brokers or dealers in securities or currencies;

• traders in securities that elect to use a mark-to-market method of accounting for their securities holdings; or

• persons that will hold common stock as a position in a hedging transaction, “straddle” or “conversion transaction” for tax purposes.

      If a partnership, including any entity treated as a partnership for U.S. federal income tax purposes, is a holder, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. A holder that is a partnership, and partners in such partnership, should consult their own tax advisors regarding the tax consequences of the purchase, ownership and disposition of shares of our common stock.

      For purposes of this discussion, a U.S. person means a person who is for U.S. federal income tax purposes:

• a citizen or resident of the U.S.;

• a corporation (including any entity treated as a corporation for U.S. federal income tax purposes) created or organized in the U.S. or under the laws of the U.S., any state within the U.S., or the District of Columbia;

• an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

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• a trust, if its administration is subject to the primary supervision of a U.S. court and one or more U.S. persons have the authority to control all of its substantial decisions, or other trusts considered U.S. persons for U.S. federal income tax purposes.

Please consult your tax advisor with respect to the application of the United States federal income tax laws to your particular situation as well as any tax consequences arising under the federal estate or gift tax rules or under the laws of any state, local, non-U.S. or other taxing jurisdiction or under any applicable tax treaty.

Dividends

      If distributions are paid on shares of our common stock, such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. To the extent a distribution exceeds our current and accumulated earnings and profits, it will constitute a return of capital that is applied against and reduces, but not below zero, the adjusted tax basis of your shares in our common stock. Any remainder will constitute gain on the common stock. Dividends paid to a non-U.S. holder generally will be subject to withholding of U.S. federal income tax at the rate of 30% or such lower rate as may be specified by an applicable income tax treaty. If the dividend is effectively connected with the non-U.S. holder’s conduct of a trade or business in the U.S. and, if a tax treaty applies, attributable to a U.S. permanent establishment or fixed base maintained by such non-U.S. holder, the dividend will not be subject to any withholding tax, provided certain certification requirements are met, as described below, but will be subject to U.S. federal income tax imposed on net income on the same basis that applies to U.S. persons generally. A corporate holder under certain circumstances also may be subject to a branch profits tax equal to 30%, or such lower rate as may be specified by an applicable income tax treaty, of a portion of its effectively connected earnings and profits for the taxable year.

      To claim the benefit of a tax treaty or to claim exemption from withholding because the income is effectively connected with the conduct of a trade or business in the U.S., a non-U.S. holder must provide to us or our paying agent a properly executed IRS Form W-8BEN for treaty benefits or W-8ECI for effectively connected income (or such successor forms as the IRS designates), prior to the payment of dividends. These forms must be periodically updated. Non-U.S. holders may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.

Gain on Disposition

      A non-U.S. holder generally will not be subject to U.S. federal income tax, including by way of withholding, on gain recognized on a sale or other disposition of shares of our common stock unless any one of the following is true:

• the gain is effectively connected with the non-U.S. holder’s conduct of a trade or business in the U.S. and, if a tax treaty applies, attributable to a U.S. permanent establishment or a fixed base maintained by such non-U.S. holder;

• the non-U.S. holder is a nonresident alien individual present in the U.S. for 183 days or more in the taxable year of the disposition and certain other requirements are met; or

• our common stock constitutes a United States real property interest by reason of our status as a “United States real property holding corporation,” or a USRPHC, for U.S. federal income tax purposes at any time during the shorter of (i) the period during which you hold our common stock or (ii) the 5-year period ending on the date you dispose of our common stock.

      We believe that we are not currently and will not become a USRPHC. However, because the determination of whether we are a USRPHC depends on the fair market value of our United States real property interests relative to the fair market value of our other business assets, there can be no assurance that we will not become a USRPHC in the future. As long as our common stock is regularly

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traded on an established securities market, however, it will not be treated as a United States real property interest, in general, with respect to any non-U.S. holder that holds no more than five percent of such regularly traded common stock. If we are determined to be a USRPHC and the foregoing exception does not apply, then a purchaser may be required to withhold 10% of the proceeds payable to a non-U.S. holder from a disposition of our common stock and the non-U.S. holder generally will be taxed on its net gain derived from the disposition at the graduated U.S. federal income tax rates applicable to U.S. persons.

      Unless an applicable treaty provides otherwise, gain described in the first bullet point above will be subject to the U.S. federal income tax imposed on net income on the same basis that applies to U.S. persons generally but will generally not be subject to withholding. Corporate holders also may be subject to a branch profits tax on such gain. Gain described in the second bullet point above will be subject to a flat 30% U.S. federal income tax, which may be offset by U.S. source capital losses. Non-U.S. holders should consult any applicable income tax treaties that may provide for different rules.

U.S. Federal Estate Taxes

      Shares of our common stock owned or treated as owned by an individual who at the time of death is a non-U.S. holder are considered as assets located in the U.S. and will be included in his or her estate for U.S. federal estate tax purposes, unless an applicable estate tax treaty provides otherwise.

Information Reporting and Backup Withholding

      Under U.S. Treasury regulations, we must report annually to the IRS and to each non-U.S. holder the gross amount of distributions on our common stock paid to such non-U.S. holder and the tax withheld with respect to those distributions. These information reporting requirements apply even if withholding was not required because the dividends were effectively connected dividends or withholding was reduced or eliminated by an applicable tax treaty. Pursuant to an applicable tax treaty, that information may also be made available to the tax authorities in the country in which the non-U.S. holder resides.

      Backup withholding will generally not apply to payments of dividends made by us or our paying agents, in their capacities as such, to a non-U.S. holder of our common stock if the holder has provided the required certification that it is not a U.S. person or certain other requirements are met. Dividends paid to a non-U.S. holder who fails to certify status as a U.S. person in accordance with the applicable U.S. Treasury regulations generally will be subject to backup withholding at the applicable rate, currently 28%. Dividends paid to non-U.S. holders subject to the 30% withholding tax described above in “Dividends,” generally will be exempt from backup withholding.

      Payments of the proceeds from a disposition effected outside the U.S. by a non-U.S. holder of our common stock made by or through a foreign office of a broker generally will not be subject to information reporting or backup withholding. However, information reporting, but not backup withholding, generally will apply to such a payment if the broker has certain connections with the U.S. unless the broker has documentary evidence in its records that the beneficial owner is a non-U.S. holder and specified conditions are met or an exemption is otherwise established.

      Payment of the proceeds from a disposition by a non-U.S. holder of common stock made by or through the U.S. office of a broker is generally subject to information reporting and backup withholding unless the non-U.S. holder certifies under penalties of perjury that it is not a U.S. person and satisfies certain other requirements, or otherwise establishes an exemption from information reporting and backup withholding.

      Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against the non-U.S. holder’s U.S. federal income tax liability if certain required information is furnished to the IRS. Non-U.S. holders should consult their own tax

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advisors regarding application of backup withholding to them and the availability of, and procedure for obtaining an exemption from, backup withholding.

      TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT CIRCULAR 230, INVESTORS ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF U.S. FEDERAL TAX ISSUES IN THIS OFFERING MEMORANDUM IS NOT INTENDED OR WRITTEN TO BE RELIED UPON, AND CANNOT BE RELIED UPON, BY INVESTORS FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON INVESTORS UNDER THE INTERNAL REVENUE CODE; (B) SUCH DISCUSSION IS INCLUDED HEREIN BY US IN CONNECTION WITH THE PROMOTION OR MARKETING (WITHIN THE MEANING OF CIRCULAR 230) BY US OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C) INVESTORS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

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UNDERWRITING

      Friedman, Billings, Ramsey & Co., Inc. is acting as representative of the underwriters named below. Subject to the terms and conditions in the underwriting agreement, each underwriter named below has agreed to purchase from us, on a firm commitment basis, the respective number of shares of common stock shown opposite its name:

Underwriters	Number of Shares
Friedman, Billings, Ramsey & Co., Inc.
JMP Securities LLC
D.A. Davidson & Co.
Total

      The underwriting agreement provides that the underwriters’ obligations to purchase our common stock are subject to approval of legal matters by counsel and the satisfaction of other conditions. These conditions include, among others, the continued accuracy of representations and warranties made by us in the underwriting agreement, delivery of legal opinions, and the absence of material adverse changes in our assets, business or prospects after the date of this prospectus. The underwriters are obligated to purchase all of our shares in this offering, other than those covered by the over-allotment option described below, if they purchase any of our shares.

      The representative of the underwriters has advised us that the underwriters propose to offer the common stock directly to the public at the public offering price listed on the cover page of this prospectus and to selected dealers, who may include the underwriters, at the public offering price less a selling concession not in excess of $           per share. The underwriters may allow, and the selected dealers may reallow, a concession not in excess of $           per share to brokers and dealers. After the completion of the offering, the underwriters may change the offering price and other selling terms.

      The following table summarizes the underwriting discounts and commissions that we will pay to the underwriters in connection with this offering. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares of common stock.

		Total
	Price per	Without	With
	Share	Over-allotment	Over-allotment
Public offering price	$	$	$
Underwriting discount paid by us

      We estimate that the total expenses of the offering, including registration, filing and listing fees, printing fees, blue sky fees and legal, accounting and transfer agent expenses, but excluding underwriting discounts and commissions, will be approximately $        million.

      Our common stock is listed on the Nasdaq Capital Market under the symbol “GFSI.” We have applied to list our common stock on the Nasdaq National Market.

      We have granted to the underwriters an option to purchase up to an aggregate of                      shares of common stock, exercisable solely to cover over-allotments, if any, at the public offering price less the underwriting discounts and commissions shown on the cover page of this prospectus. The underwriters may exercise this option in whole or in part at any time until 30 days after the date of the underwriting agreement. To the extent the underwriters exercise this option, each underwriter will be committed, so long as the conditions of the underwriting agreement are satisfied, to purchase a number of additional shares proportionate to that underwriter’s initial commitment as indicated in the table at the beginning of this section.

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      We and our senior executive officers, directors and some of our existing stockholders have agreed not to, with certain limited exceptions, directly or indirectly, offer to sell, contract to sell, or otherwise sell, pledge, dispose of or hedge any of our common stock or any securities convertible into or exchangeable for shares of common stock for a period of 180 days from the date of this prospectus, except with the prior written consent of the representative of the underwriters. With respect to shares underlying options for which vesting will accelerate as a result of this offering, as further described in “Certain Relationships and Related Party Transactions—Acceleration of Stock Options on Closing of this Offering,” our executive officers and a former director have agreed not to, with certain limited exceptions, directly or indirectly, offer to sell, or otherwise sell, pledge, dispose of or hedge any of the shares of our common stock underlying those accelerated options, except with the prior written consent of the representative of the underwriters, for (a) a period of 180 days following the closing of this offering with respect to one-half of those underlying shares and (b) a period of two years following the closing of this offering with respect to the remaining one-half of those underlying shares. Lightyear will also be subject to a lock-up agreement with regard to its shares of our common stock received in the Lightyear recapitalization, as further described in “Certain Relationships and Related Party Transactions—Transactions with Lightyear—Lightyear Recapitalization,” and a lock-up period of 18 months after the date of this prospectus, except with the prior written consent of the representative of the underwriters. In addition, if (a) during the last 17 days of any of those periods, (1) we release earnings results or (2) material news or a material event relating to us occurs, or (b) prior to the expiration of any of those periods, we announce that we will release earnings results during the 16-day period following the last day of any of those periods, then in each case the applicable period will be extended, and the restrictions imposed shall continue to apply, until the expiration of the 18-day period beginning on the date of the release of the earnings results or the occurrence of material news or a material event relating to us, as the case may be, unless the representative waives, in writing, such extension.

      We have agreed to indemnify the underwriters against liabilities relating to the offering, including liabilities under the Securities Act and liabilities arising from breaches of the representations and warranties contained in the underwriting agreement, and to contribute to payments that the underwriters may be required to make for these liabilities.

      The representative of the underwriters may engage in over-allotment transactions, stabilizing transactions, syndicate covering transactions, penalty bids and passive market making or purchases for the purpose of pegging, fixing or maintaining the price of our common stock in accordance with Regulation M under the Securities Exchange Act of 1934.

• Over-allotment transactions involve sales by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriters is not greater than the number of shares that they may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. The underwriters may close out any short position by either exercising their over-allotment option and/or purchasing shares in the open market.

• Stabilizing transactions permit bids to purchase the underlying security as long as the stabilizing bids do not exceed a specific maximum.

• Syndicate covering transactions involve purchases of our common stock in the open market after the distribution has been completed to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. If the underwriters sell more shares than could be covered by the over-allotment option, a naked short position, the

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	position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.
•	Penalty bids permit the representative to reclaim a selling concession from a syndicate member when the common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.
•	In passive market marking, market makers in the common stock who are underwriters or prospective underwriters may, subject to limitations, make bids for or purchase shares of our common stock until the time, if any, at which a stabilizing bid is made.

      These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of our common stock. As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market. These transactions may be effected on the Nasdaq Capital Market or otherwise and, if commenced, may be discontinued at any time.

      Neither we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our common stock. In addition, neither we nor any of the underwriters make any representation that the representative of the underwriters will engage in these stabilizing transactions or that any transaction, once commenced, will not be discontinued without notice.

      A prospectus in electronic format will be made available on the Internet sites or through other online services maintained by one or more of the underwriters and/or selling group members participating in this offering, or by their affiliates. In those cases, prospective investors may view offering terms online and, depending upon the particular underwriter or selling group member, prospective investors may be allowed to place orders online. The underwriters may agree with us to allocate specific number of shares for sale to online brokerage account holders. Any such allocations for online distributions will be made by the representative on the same basis as other allocations.

      Other than the prospectus in electronic format, the information on any underwriter’s or selling group member’s web site and any information contained in any other web site maintained by an underwriter or selling group member is not part of the prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or any underwriter or selling group member in its capacity as underwriter or selling group member and should not be relied upon by investors.

      The principal business address of Friedman, Billings, Ramsey & Co., Inc. is 1001 Nineteenth Street North, Arlington, Virginia 22209.

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LEGAL MATTERS

      The validity of shares of our common stock offered by this prospectus will be passed upon for us by our counsel, Harwell Howard Hyne Gabbert & Manner, P.C., Nashville, Tennessee. Certain other legal matters relating to this offering will be passed upon for us by our counsel, Nelson Mullins Riley & Scarborough LLP, Atlanta, Georgia. Glenn W. Sturm, a partner with Nelson Mullins Riley & Scarborough LLP, beneficially owns 57,454 shares of our common stock (including 1,202 shares that he may acquire on the exercise of presently exercisable options); and may receive up to an additional 91,927 shares of our common stock as his pro rata portion of additional shares of our common stock that the former Captiva members can receive based upon the growth of our company in 2006. In addition to these shares, an additional 134,000 options will vest on the closing of this offering and will be subject to a lock-up agreement as described in “Underwriting.” Certain other partners of Nelson Mullins Riley & Scarborough beneficially own an aggregate of 180 shares of our common stock. Certain legal matters in connection with the offering will be passed upon for the underwriters by Pillsbury Winthrop Shaw Pittman LLP, New York, New York.

EXPERTS

      Grant Thornton LLP, an independent registered public accounting firm, has audited our consolidated financial statements and financial schedule at December 31, 2005 and for the year ended December 31, 2005, the consolidated financial statements of Goldleaf Technologies, Inc. as of December 31, 2005 and 2004 and for the years ended December 31, 2005, 2004 and 2003, and the financial statements as of and for the four months ended July 31, 2005 for KVI Capital, Inc. as set forth in their reports appearing in this prospectus and elsewhere in the registration statement. Our financial statements and schedule as well as those for Goldleaf Technologies, Inc. and KVI Capital, Inc. as referenced in this paragraph are included in this prospectus and in the registration statement in reliance on Grant Thornton LLP’s reports, given on their authority as experts in accounting and auditing.

      Ernst & Young LLP, an independent registered public accounting firm, has audited our consolidated financial statements and schedule at December 31, 2004 and for each of the two years in the period ended December 31, 2004, as set forth in their report. We have included our financial statements and schedule in this prospectus and elsewhere in the registration statement in reliance on Ernst & Young LLP’s reports, given on their authority as experts in accounting and auditing.

      Stockman Kast Ryan & Co., LLP, an independent public accounting firm, has audited the balance sheet of Total Bank Technology, L.L.C. at December 31, 2004 and the related statement of operations, members’ equity and cash flows the year then ended, and the balance sheet of Total Bank Technology Solutions, Inc. at December 31, 2003 and the related statements of operations, stockholders’ equity and cash flows for the year then ended as set forth in their reports appearing in this prospectus and elsewhere in the registration statement. The financial statements as referenced in this paragraph are included in this prospectus and the registration statement in reliance on Stockman Kast Ryan & Co., LLP’s reports, given on their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

      We have filed with the Securities and Exchange Commission a registration statement on Form S-1, together with any amendments and related exhibits, under the Securities Act of 1933, with respect to our shares of common stock offered by this prospectus. The registration statement contains additional information about us and our shares of common stock being offered by this prospectus.

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      We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission under the Securities Exchange Act of 1934. You can inspect any materials we file with the Securities and Exchange Commission without charge, at the Securities and Exchange Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the Public Reference Room. The Securities and Exchange Commission maintains a website that contains reports, proxy statements and other information regarding registrants, including us, that file such information electronically with the Securities and Exchange Commission. The address of the Securities and Exchange Commission’s website is www.sec.gov. Our website address is www.goldleaf.com. We also make available, free of charge through our website, a direct link to our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other materials we file with the SEC electronically. Information about us contained on the Securities and Exchange Commission’s website or on our website is not incorporated into this prospectus, and you should not consider information contained on the Securities and Exchange Commission’s website or on our website to be part of this prospectus.

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INDEX TO FINANCIAL STATEMENTS

GOLDLEAF FINANCIAL SOLUTIONS, INC. (FORMERLY PRIVATE BUSINESS, INC.) AND SUBSIDIARIES
	Unaudited Pro Forma Consolidated Financial Data		F-2
		Unaudited Pro Forma Consolidated Statement of Operations Data	F-3
		Notes to Unaudited Pro Forma Consolidated Financial Data	F-5
	Unaudited Interim Consolidated Financial Data
		Unaudited Consolidated Balance Sheet as of March 31, 2006	F-7
		Unaudited Consolidated Statements of Operations for the Three Months Ended March 31, 2006 and 2005	F-8
		Unaudited Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2006 and 2005	F-9
		Notes to Unaudited Consolidated Financial Statements	F-11
	Historical
		Report of Independent Registered Public Accounting Firm	F-24
		Consolidated Balance Sheets as of December 31, 2005 and 2004	F-27
		Consolidated Statements of Income for the years ended December 31, 2005, 2004, and 2003	F-28
		Consolidated Statements of Stockholders’ Equity (Deficit) for the years ended December 31, 2005, 2004, and 2003	F-29
		Consolidated Statements of Cash Flows for the years ended December 31, 2005, 2004, and 2003	F-30
		Notes to Consolidated Financial Statements	F-32
		Schedule II Valuation and Qualifying Accounts	F-57
GOLDLEAF TECHNOLOGIES, INC. AND SUBSIDIARY			F-58
	Historical
		Report of Independent Registered Public Accounting Firm	F-59
		Consolidated Balance Sheets as of December 31, 2005 and 2004	F-60
		Consolidated Statements of Operations for the years ended December 31, 2005, 2004, and 2003	F-61
		Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit for the years ended December 31, 2005, 2004, and 2003	F-62
		Consolidated Statements of Cash Flows for the years ended December 31, 2005, 2004, and 2003	F-63
		Notes to Consolidated Financial Statements	F-64
TOTAL BANK TECHNOLOGY, L.L.C. AND TOTAL BANK TECHNOLOGY SOLUTIONS, INC. (collectively, predecessor to Captiva Solutions, LLC)			F-74
	Historical
	Total Bank Technology, L.L.C.		F-75
		Independent Auditors’ Report	F-76
		Balance Sheet as of December 31, 2004	F-77
		Statement of Operations for the year ended December 31, 2004	F-78
		Statement of Members’ Equity for the year ended December 31, 2004	F-79
		Statement of Cash Flows for the year ended December 31, 2004	F-80
		Notes to Financial Statements	F-81
	Total Bank Technology Solutions, Inc.		F-85
		Independent Auditors’ Report	F-87
		Balance Sheet as of December 31, 2003	F-88
		Statement of Operations for the year ended December 31, 2003	F-89
		Statement of Stockholders’ Equity for the year ended December 31, 2003	F-90
		Statement of Cash Flows for the year ended December 31, 2003	F-91
		Notes to Financial Statements	F-92
KVI CAPITAL, INC.			F-96
	Historical
		Report of Independent Registered Public Accounting Firm	F-97
		Balance Sheet as of July 31, 2005	F-98
		Statement of Operations for the four months ended July 31, 2005	F-99
		Statement of Stockholders’ Equity for the four months ended July 31, 2005	F-100
		Statement of Cash Flows for the four months ended July 31, 2005	F-101
		Notes to Financial Statements	F-102

F-1

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA

      The following unaudited pro forma consolidated financial data have been prepared to give effect to three acquisitions we made on the dates specified: KVI Capital, Inc. on August 1, 2005, Captiva Solutions, LLC, or Captiva, on December 9, 2005 and Goldleaf Technologies, Inc. on January 31, 2006. Our pro forma selected unaudited consolidated statement of operations data for the three months ended March 31, 2006 give effect to our acquisition of Goldleaf Technologies as if it had occurred on January 1, 2006. Our pro forma selected consolidated statement of operations data for the year ended December 31, 2005 give effect to our acquisitions of KVI Capital, Captiva and Goldleaf Technologies as if those acquisitions had occurred on January 1, 2005. Captiva was organized and began operations on April 1, 2005. Before it acquired TBT on June 1, 2005, Captiva had no customers or revenues, thus Captiva’s only operating expenses for the period from April 1, 2005 through May 31, 2005 were those associated with the management team and facility expense. The 2005 pro forma statement of operations data for Captiva consists of the full five months’ results of TBT (January 1 – May 31, 2005) before Captiva acquired it, along with the results of Captiva from April 1, 2005 through November 30, 2005, including the results of the former TBT operations from June 1, 2005 through November 30, 2005. For the month of December 2005, Captiva’s results are included in the Private Business column. Had Captiva been in existence as of January 1, 2005, the 2005 results would have reflected additional expenses for the management team and facilities expense of Captiva for the period from January 1, 2005 through March 31, 2005. The KVI Capital historical financial data included in the 2005 pro forma statement of operations data is derived from KVI Capital’s historical unaudited financial data for the period from January 1, 2005 through July 31, 2005.

      We recorded the assets acquired and liabilities assumed in connection with the Goldleaf Technologies acquisition at estimated fair values as determined by our management based on information currently available and on current assumptions as to future operations. We have allocated the purchase price based on preliminary estimates of the fair values of the acquired property, plant and equipment, and identified intangible assets, and their estimated remaining useful lives. Accordingly, the allocation of the purchase price and the assigned estimated useful lives are subject to revision, based on the final determination of appraised and other fair values, and related tax effects.

      The unaudited pro forma financial data are presented for informational purposes. You should not rely on the pro forma amounts as being indicative of the financial position or the results of operations of the consolidated companies that would have actually occurred had the transactions been effective during the periods presented or of the future financial position or future results of operations of the consolidated companies. You should read this information in conjunction with the accompanying notes and with the historical consolidated financial statements and accompanying notes of Private Business, KVI Capital, Captiva and Goldleaf Technologies included elsewhere in this prospectus.

      The unaudited pro forma information gives effect only to adjustments set forth in the accompanying notes and does not reflect any anticipated future cost savings or other benefits from the acquisition. These data do not reflect the one-for-five reverse stock split that will occur immediately before the consummation of this offering.

F-2

GOLDLEAF FINANCIAL SOLUTIONS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS DATA

For the Three Months Ended March 31, 2006

							Unaudited
							Pro forma Adjustments
	Private
(in thousands, except per share data)	Business			Goldleaf			Debit			Credit		Pro Forma
Revenues	$	13,031		$	1,014	A	$	41		$		$	14,004
Operating expenses		12,614			1,010	B		88
						C		6					13,718
Operating income (loss)		417			4			(135	)				286
Other Expenses:
Interest expense, net		655			—	D		87					742
Total other expenses		655			—			87					742
Income (loss) before provision for income taxes		(238	)		4			(222	)				(456	)
Income tax benefit		91			—			—			E 87		178
Net Income (Loss)		(147	)		4			(222	)		87		(278	)
Preferred Stock Dividends		552			—								552
Net Income (Loss) Attributable to Common Shareholders		(699	)		4			(222	)		87		(830	)
Loss Per Share:
Basic	$	(0.04	)									$	(0.05	)
Diluted	$	(0.04	)									$	(0.05	)
Weighted Average Common Shares Outstanding:
Basic		15,723				G		105					15,828
Diluted		15,723				G		105					15,828

      NOTE: During the three months ended March 31, 2006, no employee stock options were included in the diluted weighted average shares outstanding, as their effect would be anti-dilutive. For the three months ended March 31, 2006, we excluded approximately 27.0 million shares of common stock issuable upon the exercise or conversion of employee stock options (7.2 million, including 1.8 million stock options that were issued in conjunction with the Goldleaf Technologies acquisition), warrants (19.8 million) and the Series B preferred shares (40,000) from the diluted earnings per share calculation, as their effects were anti-dilutive. The warrants and the Series B preferred shares will no longer be outstanding upon the consummation of the offering contemplated in this registration statement.

F-3

GOLDLEAF FINANCIAL SOLUTIONS, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS DATA

For the Twelve Months Ended December 31, 2005

													Unaudited
													Pro forma Adjustments
	Private
(in thousands, except per share data)	Business		Captiva			KVI			Goldleaf				Debit			Credit		Pro Forma
Revenues	$	38,351	$	1,713		$	757		$	9,412		A	$	917		$		$	49,316
Operating expenses		34,276		2,289			935			10,721		B		1,124
												C		468					49,813
Operating income (loss)		4,075		(576	)		(178	)		(1,309	)			(2,509	)				(497	)
Other Expenses:
Interest expense, net		381		164			91			(39	)	D		2,369					2,966
Total other expenses		381		164			91			(39	)			2,369					2,966
Income (loss) before provision for income taxes		3,694		(740	)		(269	)		(1,270	)			(4,878	)				(3,463	)
Provision (benefit) for income taxes		1,359		—			—			—				—			E 2,710		(1,351	)
Net Income (Loss)		2,335		(740	)		(269	)		(1,270	)			(4,878	)		2,710		(2,112	)
Preferred Stock Dividends		2,160		—			—			2,915							F 2,915		2,160
Net Income (Loss) Attributable to Common Shareholders		175		(740	)		(269	)		(4,185	)			(4,878	)		5,625		(4,272	)
Loss Per Share:
Basic	$	0.01																$	(0.28	)
Diluted	$	0.01																$	(0.28	)
Weighted Average Common Shares Outstanding:
Basic		14,727										G		670					15,397
Diluted		15,018										G		670					15,397

      NOTE: During the twelve months ended December 31, 2005, 291,000 employee stock options were included in the diluted weighted average shares outstanding. However, after taking into account the pro forma adjustments above, we would have incurred a net loss attributable to common shareholders. Therefore, on a pro forma basis, we have excluded the 291,000 employee stock options in calculating diluted loss per share, as their effect would be anti-dilutive. For the twelve months ended December 31, 2005, we also excluded approximately 27.0 million shares of common stock issuable upon the exercise or conversion of employee stock options (7.2 million, including 1.8 million stock options that were issued in conjunction with the Goldleaf acquisition), warrants (19.8 million) and the Series B preferred shares (40,000) from the diluted earnings per share calculation, as their effects were anti-dilutive. The warrants and the Series B preferred shares will no longer be outstanding upon the consummation of the offering contemplated in this registration statement.

F-4

GOLDLEAF FINANCIAL SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA

A.  To reduce revenues for Goldleaf Technologies related to estimated deferred revenues that would not have been realized had we acquired Goldleaf Technologies as of January 1, 2006 and January 1, 2005, respectively, recorded the deferred service obligation at its estimated fair value as of that date.

B.  To increase amortization expense of new intangibles recorded as a result of the acquisitions. For 2006, the pro forma amounts assume that we record approximately $10.5 million of identified intangibles, consisting of acquired technology ($2.0 million), customer lists ($5.0 million), non-compete agreements ($500,000), tradenames and trademarks ($1.0 million) and product patents ($2.0 million), and that we amortize these amounts over estimated useful lives of seven, ten, three, indefinite and twenty years, respectively. For 2005, the pro forma amounts assume that we recorded approximately $13.7 million of identified intangibles, consisting of acquired technology ($2.8 million), customer lists ($6.6 million), vendor program ($0.1 million), non-compete agreements ($1.2 million), tradenames and trademarks ($1.0 million) and product patents ($2.0 million), and that we amortize these amounts over estimated average useful lives of five, ten, seven, three, indefinite, and twenty years, respectively.

C.

To increase general and administrative costs for the increased salary of our new chief executive officer and executive officers of KVI Capital and Goldleaf Technologies based on the employment agreements executed as part of these acquisitions.

D.

To increase interest expense for additional debt we acquired to fund the purchase prices of KVI Capital, Captiva and Goldleaf Technologies. We have estimated interest expense assuming a weighted average interest rate for the two debt instruments used to complete the transactions: the $10.0 million Lightyear Series C redeemable preferred stock at 10% (as received in exchange for a $10.0 million subordinated note we originally issued) and the $18.0 million Bank of America credit facility. Therefore, the pro forma interest expense was calculated using an interest rate of 8.3% and includes accretion of the debt discount (related to common stock warrants issued to Lightyear in connection with the $10.0 million financing) using the effective interest method.

E.	To record income tax effects of the pro forma adjustments at our effective rate of 39%.
F.	To reduce preferred dividends for the elimination of Goldleaf Technologies dividends ($2.9 million in 2005). As a result of our acquisition of Goldleaf Technologies, it no longer has a preferred stockholder. Therefore, on a pro forma basis, no preferred stock dividends would have existed in 2005 related to Goldleaf Technologies.

G.  To reflect our issuance of our common stock as part of the consideration we paid for the following acquisitions, with the stock price being valued at $1.18 and $2.35 per share, respectively, the stock prices as of January 1, 2006 and 2005, respectively:

	As of		As of
	January 1, 2006		January 1, 2005
•  Goldleaf Technologies		300,035		150,656
•  Captiva (2005 only)		—		433,839
•  KVI Capital (2005 only)		—		85,251

      The pro forma statement of operations data for the year ended December 31, 2005 do not include stock compensation expense for the new stock options issued in conjunction with the Captiva and GTI acquisitions. The stock option grants made on October 20, 2005 (related to Captiva) and January 31, 2006 (related to GTI) totaled 4.6 million. Had these option grants been issued as of January 1, 2005, the estimated fair value using the Black-Scholes model would have been $1.49 and $1.61 per share, respectively. Until January 1, 2006, the Company accounted for stock-based compensation plans under

F-5

the intrinsic value-based method of accounting prescribed by Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees, and did not utilize the fair value method. If the Company expensed options under SFAS No. 123, Accounting for Stock-Based Compensation, during 2005 and if the Company had acquired Captiva and GTI on January 1, 2005, an estimated additional $1.3 million of compensation expense would have been expensed during the year ended December 31, 2005. Beginning January 1, 2006, the Company began to expense the remaining unvested fair value of all stock options, including those issued as part of the GTI and Captiva transactions. The estimated annual stock compensation expense for the stock options issued as part of these acquisitions, using the actual calculated fair values of $0.74 and $.83, respectively, is approximately $464,000.

F-6

GOLDLEAF FINANCIAL SOLUTIONS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	March 31,		December 31,
	2006		2005
	(Unaudited)		(Audited)
	(in thousands, except share data)
Assets
Current Assets:
Cash and cash equivalents	$	1,360	$	137
Restricted cash		10,336		50
Accounts receivable— trade, net of allowance for doubtful accounts of $304 and $206, respectively		5,312		4,773
Accounts receivable— other		21		26
Deferred tax assets		430		370
Investment in direct financing leases		1,931		2,235
Prepaid and other current assets		1,732		1,567
Total current assets		21,122		9,158
Property and Equipment, Net		3,846		2,187
Operating Lease Equipment, Net		155		187
Other Assets:
Software development costs, net		1,992		1,618
Deferred tax assets		2,723		1,456
Investment in direct financing leases, net of current portion		4,080		4,642
Intangible and other assets, net		15,961		4,931
Goodwill		24,745		12,378
Total other assets		49,501		25,025
Total assets	$	74,624	$	36,557
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	3,805	$	2,535
Accrued liabilities		2,585		1,582
Dividends payable		1,052		—
Deferred revenue		2,926		456
Customer deposits		10,286		—
Current portion of capital lease obligations		258		—
Current portion of non-recourse lease notes payable		2,061		2,336
Note payable		850		—
Current portion of long-term debt		8,000		—
Total current liabilities		31,823		6,909
Revolving Line of Credit		1,600		—
Non-Recourse Lease Notes Payable, net of current portion		3,510		4,056
Deferred Revenue		3,050		—
Capital Lease Obligations, net of current portion		1,257		—
Other Non-Current Liabilities		119		230
Long-Term Debt, net of current portion		7,750		—
Note Payable		150		—
Senior Subordinated Long-Term Debt, net of unamortized discount of $1,491		—		8,509
Preferred Stock, Series C redeemable, no par value, 10,000 shares issued and outstanding; net of unamortized discount of $1,416		8,584		—
Total liabilities		57,843		19,704
Commitments and Contingencies
Stockholders’ Equity:
Common stock, no par value; 100,000,000 shares authorized; shares issued and outstanding, 15,811,452 and 15,489,454, respectively		—		—
Preferred Stock, 20,000,000 shares authorized:
Series A non-convertible, no par value; 20,000 shares issued and outstanding, respectively		6,209		6,209
Series B convertible, no par value; 40,031 shares issued and outstanding		114		114
Additional paid-in capital		7,625		6,998
Retained earnings		2,833		3,532
Total Stockholders’ Equity		16,781		16,853
Total Liabilities and Stockholders’ Equity	$	74,624	$	36,557

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

F-7

GOLDLEAF FINANCIAL SOLUTIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS — UNAUDITED

For the Three Months Ended March 31, 2006 and 2005

		2006			2005
		(in thousands, except
		per share data)
Revenues:
	Financial institution service fees	$	10,214		$	6,960
	Retail inventory management services		2,095			2,202
	Other products and services		722			37
Total revenues			13,031			9,199
Cost of Revenues:
	Financial institution service fees		1,483			544
	Retail inventory management services		247			287
Gross profit			11,301			8,368
Operating Expenses:
	General and administrative		5,017			3,165
	Selling and marketing		5,048			4,364
	Research and development		247			65
	Amortization		463			81
	Other operating (income) expense, net		109			—
Total operating expenses			10,884			7,675
Operating Income			417			693
Interest Expense, Net			655			70
Income (loss) Before Income Taxes			(238	)		623
Income tax provision (benefit)			(91	)		244
Net Income (loss)			(147	)		379
Preferred stock dividends			552			540
Net Loss Available to Common Shareholders		$	(699	)	$	(161	)
Loss Per Share:
Basic		$	(0.04	)	$	(0.01	)
Diluted		$	(0.04	)	$	(0.01	)
Weighted Average Common Shares Outstanding:
Basic			15,723			14,575
Diluted			15,723			14,575

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

F-8

GOLDLEAF FINANCIAL SOLUTIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS — UNAUDITED

For the Three Months Ended March 31, 2006 and 2005

	2006			2005
	(in thousands)
Cash Flows From Operating Activities:
Net income (loss)	$	(147	)	$	379
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Write-off of debt issuance costs		112			—
Depreciation and amortization		943			525
Depreciation on fixed assets under operating leases		23			—
Deferred taxes		(76	)		202
Amortization of debt issuance costs and discount		164			24
Stock option compensation expense		160			6
Deferred gain on land sale		(4	)		(4	)
Loss on write-down or disposal of fixed assets and software development costs		32			—
Amortization of lease income and initial direct costs		(168	)		—
Gain on sale of leased equipment		(28	)		—
Gain on sale of other assets		(40	)		—
Changes in assets and liabilities:
Accounts receivable		(107	)		(15	)
Prepaid and other current assets		281			140
Accounts payable		581			(440	)
Accrued liabilities		(236	)		(309	)
Deferred revenue		570			(100	)
Other non-current liabilities		6			—
Net cash provided by operating activities		2,066			408
Cash Flows From Investing Activities:
Acquisition of P.T.C. Banking assets		(968	)		—
Acquisition of Goldleaf Technologies, Inc, net of cash acquired		(16,396	)		—
Investment in direct financing leases		(29	)		—
Lease receivables paid		993			—
Proceeds from lease terminations		27			—
Proceeds received from sale of other assets		62			—
Additions to property and equipment		(170	)		(66	)
Additions to intangibles and other assets		(10	)		—
Software development costs		(496	)		(153	)
Payments received on notes receivable		14			—
Net cash used in investing activities		(16,973	)		(219	)

F-9

GOLDLEAF FINANCIAL SOLUTIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS — UNAUDITED

For the Three Months Ended March 31, 2006 and 2005

	2006			2005
	(in thousands)
Cash Flows From Financing Activities:
Repayments on long-term debt	$	(250	)	$	(416	)
Repayments on capital lease obligations		(42	)		—
Proceeds from amended and restated debt facility with Bank of America, net of issuance cost of $425		15,575			—
Proceeds from revolving line of credit, net		1,493			400
Repayments of non-recourse lease financing notes payable		(658	)		—
Proceeds from non-recourse lease financing notes payable		6			—
Proceeds from exercise of employee stock options		2			358
Stock issued through employee stock purchase plan		4			9
Payments of preferred dividends declared		—			(540	)
Net cash provided by (used in) financing activities		16,130			(189	)
Net Change in Cash and Cash Equivalents		1,223			—
Cash and Cash Equivalents at beginning of year		137			7
Cash and Cash Equivalents at end of period	$	1,360		$	7
Supplemental Cash Flow Information:
Cash payments for income taxes during period	$	58		$	119
Cash payments of interest during period	$	267		$	45
Noncash Investing Activities:
Issuance of 314,768 common shares as purchase consideration in the Goldleaf Technologies, Inc. and P.T.C. Banking acquisitions	$	461		$	—
Issuance of note payable to Goldleaf executive for signing bonus	$	1,000		$	—

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

F-10

GOLDLEAF FINANCIAL SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—UNAUDITED

A. The Company

      Goldleaf Financial Solutions, Inc. (“we” or the “Company”) was formerly known as Private Business, Inc. until its name changed effective May 4, 2006. The Company is a provider of a suite of technology-based products and services that help community financial institutions serve their customers, improve their operational efficiencies, enhance their competitive position, increase their profitability and help them satisfy regulatory requirements. We provide our solutions primarily on an outsourced basis, which enables our clients to obtain advanced products without having to incur substantial capital expense and hire the skilled personnel required to develop, implement and update their internal systems. In addition to the suite of solutions we offer to community financial institutions, we also offer products and services to small businesses.

B. Summary of Significant Accounting Policies

Basis of Presentation

      The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial reporting and in accordance with Rule 10-01 of Regulation S-X.

      In the opinion of management, the unaudited interim financial statements contained in this report reflect all adjustments, consisting of only normal recurring accruals, which are necessary for a fair presentation of the financial position, and the results of operations for the interim periods presented. The results of operations for any interim period are not necessarily indicative of results for the full year.

      These consolidated financial statements, footnote disclosures and other information should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2005.

Principles of Consolidation

      The accompanying financial statements include the accounts of Goldleaf Financial Solutions, Inc. and its wholly owned subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation.

      Our significant accounting policies include revenue recognition, software development costs, income taxes and acquisition accounting and accounting for long-lived assets, intangibles assets and goodwill. Please refer to our critical accounting policies as described in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2005 for a more detailed description of these accounting policies.

Comprehensive Income

      The Company applies the provisions of SFAS No. 130, Reporting Comprehensive Income. SFAS No. 130 requires that the changes in the amounts of certain items, including gains and losses on certain securities, be shown in the financial statements as a component of comprehensive income. As of March 31, 2006, there was no difference between total comprehensive income and net loss.

Stock-Based Compensation

      On January 1, 2006, the Company adopted SFAS No. 123R, Share-Based Payment, which replaces SFAS No. 123 and supersedes APB Opinion No. 25. SFAS No. 123R requires the cost of employee

F-11

GOLDLEAF FINANCIAL SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—UNAUDITED—(Continued)

services received in exchange for equity instruments awarded or liabilities incurred to be recognized in the financial statements. Under this method, compensation cost in the first quarter of 2006 includes the portion vesting in the period for (1) all share-based payments granted prior to, but not vested as of December 31, 2005, based on the grant date fair value estimated in accordance with the original provisions of SFAS No. 123, and (2) all share-based payments granted subsequent to December 31, 2005, based on the grant date fair value estimated using the Black-Scholes option pricing.

      The Company has four stock option plans; the 1994 Stock Option Plan, the 1999 Stock Option Plan, the 2004 Equity Incentive Plan, and the 2005 Long-Term Equity Incentive Plan. Options under these plans include non-qualified and incentive stock options and are issued to officers, key employees and directors of the Company. The Company has reserved 8,203,547 new shares of common stock for these plans, under which the options are typically granted at a minimum of 100% of the fair market value of common stock on the date of the grant, expire 10 years from the date of the grant and typically vest over a four-year service period as determined by the board of directors. Certain options provide for accelerated vesting if there is a change in control (as defined by the plans). The Company also has approximately 848,484 shares of common stock reserved for the issuance of options replacing the Towne options outstanding at the time of the Towne merger.

      Under the Black-Scholes option-pricing model, the Company estimated volatility using its historical share price performance over the expected life of the option. Results of prior periods do not reflect any restated amounts, and the Company had no cumulative effect adjustment upon adoption of SFAS No. 123R under the modified prospective method. The Company’s policy is to recognize compensation cost for awards with only service conditions and a graded vesting schedule on a straight-line basis over the requisite service period for the entire award. Additionally, the Company’s policy is to issue new shares of common stock to satisfy stock option exercises or grants of restricted shares. The Company has determined that it has two pools of employees for the purpose of calculating the estimated compensation cost: executive officers pool and non-executive officers’ pool. These two pools properly segregate our employees that have similar historical exercise and forfeiture behavior.

      The adoption of SFAS No. 123R decreased the Company’s first quarter 2006 reported operating income and increased the loss before income taxes by approximately $160,000, increased the reported net loss by approximately $98,000 and increased the reported basic and diluted net loss per share by $0.01 per share. The expense, before income tax effect, is reflected proportionately in the general and administrative expense, selling and marketing expense, and research and development expense. The Company’s adoption of SFAS No. 123R did not affect operating income, income before income taxes, net income, cash flow from operations, cash flow from financing activities, and basic and diluted net income per share in the comparable first quarter of 2005.

      The fair value of each option award is estimated, on the date of grant using the Black-Scholes option pricing model, which incorporates ranges of assumptions for inputs as shown in the following table.

•  The expected volatility is estimated based on the historical volatility of the Company’s stock over the contractual life of the options and the Company’s expectations regarding stock volatility in the future.

•  The Company uses historical data to estimate option exercise and employee termination behavior within the valuation model; the expected life of options granted is derived from historical Company experience and represents the period of time the options are expected to be outstanding.

F-12

GOLDLEAF FINANCIAL SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—UNAUDITED—(Continued)

•  The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the contractual life of the option.

	Quarter Ended March 31,
	2006			2005
Dividend yield range		0.0	%		0.0	%
Expected volatility		58	%		75	%
Risk-free interest rate range		4.5	%		4.0	%
Expected term (in years)		6.2 years			8 years

      As of March 31, 2006, there was $2.6 million of total unrecognized compensation cost related to unvested share-based compensation arrangements. We expect to recognize this cost over a weighted-average period of 3.6 years.

      Below is a summary of the Company’s option activity as of March 31, 2006, and changes during the quarter then ended:

				Weighted Average		Remaining		Intrinsic
	Number of Shares			Exercise Price		Contractual Life		Value
Balance of December 31, 2005		5,363,296		$	2.24
Granted		1,777,300			1.33
Exercised		(2,800	)		0.59
Canceled		(94,677	)		2.17
Balance of March 31, 2006		7,043,119		$	1.94		8.4 years	$	2,389,427
Balance exercisable at March 31, 2006		1,689,828		$	3.78		7.4 years	$	443,455

      The weighted-average grant date fair value of options granted during the quarter ended March 31, 2006 and 2005 was $0.79 and $1.65, respectively. The total fair value of stock options that vested during the three months ended March 31, 2006 was $84,956. The total intrinsic value of stock options exercised during the three months ended March 31, 2006 was $3,162.

      During the first quarter of 2006, cash received from options exercised was $1,652, and the actual tax benefit realized for the tax deductions from stock options exercised totaled $0.

      Prior to January 1, 2006, the Company accounted for its stock-based compensation plans under the intrinsic value-based method of accounting prescribed by Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and did not utilize the fair value method.

F-13

GOLDLEAF FINANCIAL SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—UNAUDITED—(Continued)

      The following table illustrates the effect on net loss available to common shareholders and earnings loss per share if the fair value based method had been applied to all outstanding and unvested awards for the three-month period ended March 31, 2005.

	Three Months Ended
	March 31, 2005
	(In thousands,
	except per share
	data)
Net loss available to common shareholders, as reported	$	(161	)
Add: Stock-based employee compensation expense included in reported net loss, net of related tax effects		4
Add: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		15
Pro forma net loss	$	(142	)
Loss per share:
Basic — as reported	$	(0.01	)
Basic — pro forma	$	(0.01	)
Diluted — as reported	$	(0.01	)
Diluted — pro forma	$	(0.01	)

C. Reclassifications

      Historically, we have reported our results of operations using the following revenue line items; participation fees; software license; retail inventory management services; insurance brokerage fees; and maintenance and other. Due to our recent acquisitions, we believe that the presentation using revenue line items for financial institution service fees, retail inventory management services and other products and services, will be more useful to an understanding of our operations. Also, we have added a cost of revenues category to capture direct cost associated with the generation of our revenues. Therefore, we intend to present our consolidated statement of operations in this manner on an ongoing basis beginning with the consolidated unaudited financial statements included in this Quarterly Report on Form 10-Q. Revenues for the three-month period ended March 31, 2005 have been reclassified to reflect this presentation.

      Certain prior year amounts have been reclassified to conform with current year presentation.

D. Acquisitions

Assets of P.T.C. Banking Systems, Inc.

      On January 18, 2006, the Company executed an asset purchase agreement to acquire certain operating assets and liabilities from P.T.C. Banking Systems, Inc. (“P.T.C.”), in exchange for cash consideration of $948,836 and common stock consideration of $61,000 (42,427 shares valued at $1.46). Simultaneous with the execution of the asset purchase agreement, the Company entered into a one-year employment agreement with the principal officer of P.T.C. The operating results of P.T.C. were included with those of the Company beginning January 18, 2006. The transaction was accounted for in

F-14

GOLDLEAF FINANCIAL SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—UNAUDITED—(Continued)

accordance with SFAS No. 141, Business Combinations. The preliminary purchase price allocation is as follows:

(In thousands, except per share amounts)
Purchase Price:
Cash	$	949
Common shares (42,427 shares valued at $1.46 per share)		61
Direct costs of acquisition		19
Total purchase price	$	1,029
Value assigned to assets and liabilities:
Assets:
Current assets		10
Property and equipment		38
Customer list (estimated life of ten years)		150
Acquired technology (estimated life of five years)		500
Trademarks/tradenames (indefinite life)		50
Non-compete (estimated life of three years)		75
Goodwill/unidentified intangibles		476
Liabilities:
Accounts payable		10
Accrued liabilities		10
Deferred revenue		250
Total net assets	$	1,029

      The Company is continuing to evaluate and value any identifiable intangible assets of P.T.C. and expects to complete this analysis by June 30, 2006. The above preliminary purchase price allocation may be adjusted based on the results of this analysis.

Goldleaf Technologies, Inc.

      On January 31, 2006, the Company acquired 100% of the outstanding capital stock of Goldleaf Technologies, Inc. (“GTI”) in exchange for cash consideration of $16,785,121 and common stock consideration of $400,341 (272,341 shares valued at $1.47 per share). Simultaneous of the execution of the merger agreement, the Company entered into a two-year employment agreement with the chief executive officer of GTI to become an executive vice president of the Company. The operating results of GTI were included with those of the Company beginning January 31, 2006. The transaction was

F-15

GOLDLEAF FINANCIAL SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—UNAUDITED—(Continued)

accounted for in accordance with SFAS No. 141, Business Combinations. The preliminary purchase price allocation is as follows:

(In thousands except share amounts)
Purchase Price:
Cash (includes $830,000 paid to executives considered as purchase price)	$	17,615
Note payable to executive		1,000
Common shares (272,341 shares valued at $1.47 per share)		400
Direct acquisition costs		186
Total purchase price	$	19,201
Value assigned to assets and liabilities:
Assets:
Cash	$	1,405
Restricted cash		11,258
Accounts receivable		560
Other current assets		156
Property and equipment		1,811
Deferred tax asset		1,250
Customer list (estimated life of ten years)		5,000
Acquired technology (estimated life of seven years)		2,000
Trademarks/tradenames (indefinite life)		1,000
Product patents (estimated life of twenty years)		2,000
Non-compete (estimated life of three years)		500
Goodwill/unidentified intangibles		11,772
Liabilities:
Accounts payable		738
Accrued liabilities		1,638
Customer deposits		11,258
Capital lease obligations		1,557
Deferred revenue		4,320
Total net assets	$	19,201

      The Company is continuing to evaluate and value any identifiable intangible assets of GTI and expects to complete this analysis by June 30, 2006. The above preliminary purchase price allocation may be adjusted based on the results of this analysis.

      The acquisition of GTI brings an additional three primary products from which its revenues are generated; ACH Manager and Client, remote deposit and website design and hosting. Below are the current revenue recognition policies for these products.

ACH Manager and Client (“ACH”) and Remote Deposit Revenue

      The ACH and Remote Deposit products are accounted for in accordance with EITF No. 00-21, Revenue Arrangements with Multiple Deliverables. These products are licensed under automatically renewing agreements, which allow the licensees use of the software for the term of the agreement

F-16

GOLDLEAF FINANCIAL SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—UNAUDITED—(Continued)

(typically five years) and each renewal period. Typically, there is an up-front fee, an annual or monthly maintenance fee for each year of the contract, and per transaction fees for processing of ACH and remote deposit transactions. The Company also offers training services on a per training day basis if the customer requests training. The Company has not established sufficient evidence of stand-alone value of the distinct elements of the arrangement and therefore has deferred the up-front fees and is amortizing the fees to revenue over the estimated life of the customer relationship, which was estimated at six years for the ACH revenue stream and five years for the remote deposit revenue stream, for the periods presented in the accompanying financial statements. The annual maintenance fee covers phone support and all unspecified software enhancements and upgrades. Annual maintenance fees are deferred and recognized into income over the one-year life of the maintenance agreement. Monthly maintenance fees are recognized on a monthly basis as earned. The transaction fees are recognized monthly as the transactions occur. Training is recognized when delivered based on the fair value of the training services when delivered separately.

Website Design and Hosting

      The Company offers financial institution website design services as well as hosting services for the website once design is complete. The Company charges an up-front fee for the design services and charges a monthly website hosting fee each month of the contract, which is typically five years. Typically included in the monthly hosting fee is a limited amount of website maintenance hours each month. Any maintenance work exceeding the designated number of hours included in the monthly hosting fee is billed at an agreed upon hourly rate as the services are rendered. The Company accounts for the website design and hosting services in accordance with EITF No. 00-21. The Company has not established objective and reliable evidence of fair value of the undelivered elements (the hosting and maintenance services) and therefore has deferred the up-front design fees and amortizes the fees to revenue over the estimated life of the customer, which was estimated at five years for the periods presented in the accompanying financial statements. Monthly hosting and maintenance revenues are recognized on a monthly basis as earned.

E.     Debt

      On January 23, 2006, the Bank of America Credit Agreement was amended and restated in its entirety (“Amended and Restated Credit Facility”). The Amended and Restated Credit Facility is for an original principal amount of $18.0 million, consisting of a $10.0 million term loan due January 23, 2008, a $6.0 million term loan due July 23, 2006 and a $2.0 million revolving credit facility due January 23, 2008. The $10.0 million Term A Note has scheduled principal payments as follows:

March 31, and June 30, 2006	$	250,000/quarter
September 30 and December 31, 2006	$	500,000/quarter
Thereafter (until maturity)	$	750,000/quarter

      Interest on the term notes and the revolving line of credit is due quarterly in arrears at LIBOR plus 3.0% or the lender base rate (as defined in the Amended and Restated Credit Facility) as selected by the Company.

      The $6.0 million Term B Note is guaranteed by The Lightyear Fund, L.P. If we are unable to repay the $6.0 million Term B loan by July 23, 2006 and The Lightyear Fund, L.P. is required to repay the Term B loan on our behalf, we are obligated to issue new Series D preferred shares to The Lightyear Fund, L.P. The Series D preferred shares will carry a 10% per annum dividend rate, will have a mandatory redemption date nine months from the date of issuance, and will require the issuance of a warrant to purchase 66,045 shares of common stock with an exercise price of $0.01 per share. We will

F-17

GOLDLEAF FINANCIAL SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—UNAUDITED—(Continued)

also be required to pay a closing fee equal to 3.75% of the amount The Lightyear Fund, L.P. repays to Bank of America on our behalf.

      Simultaneous with the execution of the Amended and Restated Credit Facility, the Company and Lightyear PBI Holdings, LLC (“Lightyear”) exchanged a $10.0 million subordinated note that the Company had issued to Lightyear in December 2005 (the “Lightyear Note”) for 10,000 shares of the Company’s Series C Preferred Stock. The Series C shares have a stated redemption date of December 9, 2010 at $10.0 million and carry a 10% annual dividend rate through June 8, 2007 and thereafter increasing to 12% annually. In accordance with SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity, the Series C preferred shares are included in the liability section of our consolidated balance sheet, and dividends on the Series C Preferred Stock are charged to interest expense as accrued. Further, the originally recorded debt discount did not change as a result of the exchange, and it will continue to be accrued to interest expense until the stated redemption date. In connection with the exchange of the Lightyear Note for Series C Preferred Stock, the warrants that were issued in December 2005 in connection with the Lightyear Note were amended such that the exercise price of such warrants can now be paid, at the option of their holder: (i) in cash or by wire transfer, (ii) by the surrender of shares that would otherwise be issuable upon exercise of the warrant that have a market price equal to the aggregate exercise price, or (iii) through a redemption of shares of the Company’s Series C Preferred Stock having a liquidation value equal to the aggregate exercise price. Under the terms of the amended warrant agreement and amended warrants, in the event that the Company redeems any shares of Series C Preferred Stock on or before June 23, 2007, the number of shares issuable pursuant to the warrants will be reduced in accordance with a formula set forth in the warrant agreement.

      As a result of entering into the Amended and Restated Credit Facility with Bank of America, the Company recorded a one-time charge of $112,296 to write off the remaining unamortized debt issuance costs from the prior debt facility.

      On April 5, 2006, the Company further amended the Amended and Restated Credit Facility to allow for two additional unsecured term loans. Term Loan C and Term Loan D were executed on April 5, 2006 for $1.0 million and $750,000, respectively. Both loans mature on September 30, 2006 and carry the same interest rates as the other term loans described above.

      The Bank of America Credit Facility is secured by a pledge of all Company assets, imposes financial covenants, and requirements and contains limitations on the Company’s ability to sell material assets, redeem capital stock and pay dividends, among other actions. As of March 31, 2006, the Company was in compliance with all such covenants as amended on May 8, 2006. The facility had an interest rate of approximately 7.5% during the first quarter of 2006. Total interest expense for this facility for the first quarter of 2006 was approximately $219,000.

      In conjunction with the acquisition of GTI discussed in Note D, the Company issued two notes payable to Paul McCulloch, the President of GTI, as a portion of the consideration paid to him for executing an employment agreement with the Company. The notes are for $850,000 (due June 15, 2006) and $150,000 (due April 30, 2007), are unsecured and carry interest at prime rate as published in The Wall Street Journal (7.5% at March 31, 2006).

F.     Net Income Per Share

      Basic earnings per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income available to common shareholders by the weighted average number of common and common equivalent shares outstanding during the period, which includes the

F-18

GOLDLEAF FINANCIAL SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—UNAUDITED—(Continued)

additional dilution related to exercise of stock options and warrants as computed under the treasury stock method and the conversion of the preferred stock under the if-converted method.

      The following table represents information necessary to calculate earnings per share for the three-month period ended March 31, 2006 and 2005:

	Three Months
	Ended March 31,
	2006			2005
	(In thousands)
Net loss available to common shareholders	$	(699	)	$	(161	)
Weighted average common shares outstanding		15,723			14,575
Plus additional shares from common stock equivalent shares:
Options and convertible preferred stock		0			0
Diluted weighted average common shares outstanding		15,723			14,575

      For the three months ended March 31, 2006 and 2005, approximately 26.4 million and 18.1 million employee stock options, warrants and the Series B preferred shares were excluded from diluted earnings per share calculations, as their effects were anti-dilutive.

G.     Legal Proceedings

      We are not currently a party to, and none of our material properties is currently subject to, any material litigation other than routine litigation incidental to our business.

H.     Segment Information

      The Company accounts for segment reporting under SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information. Corporate overhead costs and interest have not been allocated to income before taxes of the retail inventory forecasting segment. Additionally, $1.5 million of goodwill associated with the Company’s August 2001 merger with Towne Services, Inc. has been allocated to the retail inventory forecasting segment and is therefore included in the segment’s total assets.

      The following tables summarize the financial information concerning the Company’s reportable segments as of and for the three months ended March 31, 2006 and 2005.

	Three Months Ended March 31, 2006								Three Months Ended March 31, 2005
				Retail							Retail
	Financial			Inventory					Financial		Inventory
	Institution			Management					Institution		Management
	Service Fees			Services		Total			Service Fees		Services		Total
	(In thousands)
Revenues	$	10,928		$	2,103	$	13,031		$	6,997	$	2,202	$	9,199
(Loss) income before taxes		(638	)		400		(238	)		346		277		623
Assets		70,990			3,634		74,624			16,646		4,012		20,658
Total expenditures for additions to long-lived assets	$	664		$	12	$	676		$	219	$	0	$	219

F-19

GOLDLEAF FINANCIAL SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—UNAUDITED—(Continued)

I. Stock Option Grants

      In conjunction with the acquisition of GTI discussed in Note D above, the Company granted 1,777,300 common stock options at an exercise price of $1.33 per share. These options were issued under the Company’s 2005 Long-Term Incentive Plan and vest one-fourth each year. The Company has calculated the estimated fair value of these options in accordance with SFAS 123R using a volatility rate of 58%, an expected dividend yield of 0.0%, a risk-free rate of return of 4.5% and an expected life of 6.2 years. The estimated fair value of these options, using the above assumptions, is $0.79 per share.

J. Supplemental Unaudited Pro Forma Financial Data

      As described in Note D, the Company acquired GTI in the first quarter of 2006. Furthermore, the Company acquired KVI Capital, Inc. (KVI Capital) and Captiva Solutions, LLC (Captiva) in the third and fourth quarters of 2005, respectively. Below is unaudited pro forma consolidated statement of operations data of the Company as if these businesses were acquired as of January 1, 2006 (GTI) and January 1, 2005 (GTI, KVI Capital, and Captiva), respectively.

	Unaudited Pro Forma Statement of Operations
	For The Three Months Ended March 31, 2006
							Unaudited
							Pro Forma
							Adjustments
	Goldleaf			GTI			Debit				Credit		Total
	(In thousands, except per share data)
Revenues	$	13,031		$	1,014	A	$	41					$	14,004
						B		88
Operating expenses		12,614			1,010	C		6						13,718
Operating income (loss)		417			4			(135	)					286
Interest expense, net		655			0	D		87						742
Income (loss) before provision (benefit) for income taxes		(238	)		4			(222	)					(456	)
Income tax benefit		91			0			0		E		87		178
Net loss		(147	)		4			(222	)			87		(278	)
Preferred dividends		552			0			0				0		552
Net loss available to common shareholders	$	(699	)	$	4			(222	)	E		87	$	(830	)
Diluted earnings (loss) per share	$	(0.04	)										$	(0.05	)

F-20

GOLDLEAF FINANCIAL SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—UNAUDITED—(Continued)

	Unaudited Pro Forma Statement of Operations
	For The Year Ended December 31, 2005
													Unaudited
													Pro Forma Adjustments
	Goldleaf		Captiva			KVI Capital			GTI				Debit				Credit		Pro Forma
	(In thousands, except per share data)
Revenues	$	38,351	$	1,713		$	757		$	9,412		A	$	917			$		$	49,316
Operating expenses		34,276		2,289			935			10,721		B		1,124
												C		468						49,813
Operating income (loss)		4,075		(576	)		(178	)		(1,309	)			(2,509	)					(497	)
Interest expense, net		381		164			91			(39	)	D		2,369						2,966
Total other expenses		381		164			91			(39	)	D		2,369						2,966
Income (loss) before provision for income taxes		3,694		(740	)		(269	)		(1,270	)			(4,878	)					(3,463	)
Provision (benefit) for income taxes		1,359														E		2,710		(1,351	)
Net income (loss)		2,335		(740	)		(269	)		(1,270	)			(4,878	)			2,710		(2,112	)
Preferred stock dividends		2,160								2,915						F		2,915		2,160
Net income (loss) attributable to common shareholders		175		(740	)		(269	)		(4,185	)			(4,878	)			5,625		(4,272	)
Diluted earnings (loss) per share	$	0.01																	$	(0.28	)

      The 2006 Goldleaf column above includes the results of GTI from its date of acquisition of January 31, 2006. The 2005 Goldleaf columns above includes the results of KVI Capital and Captiva from their dates of acquisition of August 1 and December 9, 2005, respectively.

      Pro forma adjustments:

A.	To reduce revenues for GTI related to estimated deferred revenues that would not have been realized had we acquired GTI as of January 1, 2006 and January 1, 2005, respectively, and recorded the deferred service obligation at its estimated fair value as of that date.
B.	To increase amortization expense of new intangibles recorded as a result of the acquisitions. For 2006, the pro forma amounts assume that the Company recorded approximately $10.5 million of identified intangibles, consisting of acquired technology ($2.0 million), customer lists ($5.0 million), non-compete agreements ($500,000), tradenames and trademarks ($1.0 million) and product patents ($2.0 million), and that the Company amortizes these amounts over estimated useful lives of seven, ten, three, indefinite and twenty years, respectively. For 2005, the pro forma amounts assume that the Company recorded approximately $13.7 million of identified intangibles, consisting of acquired technology ($2.8 million), customer lists ($6.6 million), vendor program ($0.1 million), non-compete agreements ($1.2 million), tradenames and trademarks ($1.0 million) and product patents ($2.0 million), and that the Company amortizes these amounts over estimated average useful lives of five, ten, seven, three, indefinite, and twenty years, respectively.
C.	To increase general and administrative costs for the increased salary of the Company’s new chief executive officer and executive officers of KVI Capital and GTI based on the employment agreements executed as part of these acquisitions.

F-21

GOLDLEAF FINANCIAL SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—UNAUDITED—(Continued)

D.	To increase interest expense for additional debt we acquired to fund the purchase prices of KVI Capital, Captiva and GTI. The Company has estimated interest expense assuming a weighted average interest rate for the two debt instruments used to complete the transactions: the $10.0 million Lightyear Series C redeemable preferred stock at 10% (as received in exchange for a $10.0 million subordinated note we originally issued) and the $18.0 million Bank of America credit facility. Therefore, the pro forma interest expense was calculated using an interest rate of 7.5% (2006) and 8.3% (2005) and includes accretion of the debt discount (related to common stock warrants issued to Lightyear in connection with the $10.0 million financing ) using the effective interest method.
E.	To record income tax effects of the pro forma adjustments at the Company’s effective rate of 39%.
F.	To reduce preferred dividends for the elimination of GTI dividends ($2.9 million in 2005).

      The pro forma statement of operations data for the year ended December 31, 2005 do not include stock compensation expense for the new stock options issued in conjunction with the Captiva and GTI acquisitions. The stock option grants made on October 20, 2005 (related to Captiva) and January 31, 2006 (related to GTI) totaled 4.6 million. Had these option grants been issued as of January 1, 2005, the estimated fair value using the Black-Scholes model would have been $1.41 and $1.61 per share, respectively. Until January 1, 2006, the Company accounted for stock-based compensation plans under the intrinsic value-based method of accounting prescribed by Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees, and did not utilize the fair value method. If the Company expensed options under SFAS No. 123, Accounting for Stock-Based Compensation, during 2005 and if the Company had acquired Captiva and GTI on January 1, 2005, an estimated additional $1.3 million of compensation expense would have been expensed during the year ended December 31, 2005. Beginning January 1, 2006, the Company began to expense the remaining unvested fair value of all stock options, including those issued as part of the GTI and Captiva transactions. The estimated annual stock compensation expense for the stock options issued as part of these acquisitions, using the actual calculated fair values of $0.74 and $.83, respectively, is approximately $464,000.

      Captiva organized and began operations on April 1, 2005. On June 1, 2005, Captiva acquired all the operating assets of Total Bank Technology, LLC (“TBT”). The year ended December 31, 2005 consists of the full five months’ results of TBT (January 1 — May 31, 2005 presented separately) prior to the acquisition by Captiva along with the results of Captiva from April 1, 2005 through December 31, 2005, including the results of TBT for the months of June through December 2005. Had Captiva been in existence as of January 1, 2005, the 2005 results would have reflected additional expenses for the management team and facilities expense of Captiva.

      The pro forma financial data are presented for informational purposes. You should not rely on the pro forma amounts as being indicative of the financial position or the results of operations of the consolidated companies that would have actually occurred had the acquisitions been effective during the periods presented or of the future financial position or future results of operations of the consolidated companies. You should read this information in conjunction with the accompanying notes thereto and with the historical consolidated financial statements and accompanying notes of the company included elsewhere in this document.

K. Related Party Transaction

      In conjunction with the acquisition of GTI discussed in Note D, the Company issued two notes payable to Paul McCulloch, the President of GTI, as a portion of the consideration paid to him for

F-22

GOLDLEAF FINANCIAL SOLUTIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—UNAUDITED—(Continued)

executing an employment agreement with the Company. The notes are for $850,000 (due June 15, 2006) and $150,000 (due April 30, 2007), are unsecured and carry interest at prime rate as published in The Wall Street Journal (7.5% at March 31, 2006). These notes were classified as additional purchase price.

L. Subsequent Events

      On April 5, 2006, the Company entered into an amendment to its existing credit facility with Bank of America. The amendment increased the total facility from $18.0 million to $19.75 million through the issuance of two additional term notes. Term Note C is for a total of $1.0 million and term Note D is for a total of $750,000. Both of these notes are unsecured and mature on September 30, 2006. Interest is payable quarterly at the Company’s option of LIBOR plus 3.0% or the lender’s base rate.

      Under the terms of the Bank of America credit facility, we are prohibited from declaring and paying cash dividends on our preferred stock during the term of the facility. On January 23, 2006, Lightyear agreed to accept PIK (paid in kind) dividends consisting of preferred stock and warrants, in lieu of cash dividends on (a) the Series A preferred stock through January 1, 2007 and (b) the Series C preferred stock through January 1, 2008. Accordingly, on April 1, 2006, we issued:

•  an additional 500 shares of Series A preferred stock to Lightyear in lieu of $500,000 in cash dividends that became due on January 1, 2006 on the Series A preferred stock;

•  an additional 512.5 shares of Series A preferred stock to Lightyear in lieu of $512,500 in cash dividends that became due on April 1, 2006 on the Series A preferred stock; and

•  warrants to Lightyear that give Lightyear the right to purchase 767,045 shares of our common stock at an exercise price of $1.32 per share.

      On May 4, 2006 at the Company’s annual shareholder meeting, the shareholders approved a proposal for a one for five, one for six, or one for seven reverse stock split, only one of which, if any, is to be effected as finally approved by the registrant’s board of directors. The Company anticipates that the reverse split will take effect before the Company’s proposed secondary offering of common stock. Also at the May 4, 2006 annual shareholder meeting, the shareholders approved changing the name of the Company from Private Business, Inc. to Goldleaf Financial Solutions, Inc., and the name change became effective on May 5, 2006.

F-23

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

Goldleaf Financial Solutions, Inc. (formerly Private Business, Inc.)

We have audited the accompanying consolidated balance sheet of Goldleaf Financial Solutions, Inc. (formerly Private Business, Inc.) and subsidiaries (the “Company”) as of December 31, 2005, and the related consolidated statement of income, stockholders’ equity (deficit), and cash flows for the year ended December 31, 2005. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. Goldleaf Financial Solutions, Inc. and subsidiaries are not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Goldleaf Financial Solutions, Inc. (formerly Private Business, Inc.) and subsidiaries at December 31, 2005, and the consolidated results of their operations and their cash flows for the year ended December 31, 2005, in conformity with accounting principles generally accepted in the United States of America.

/s/ Grant Thornton, LLP

Raleigh, North Carolina

June 5, 2006

F-24

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

Goldleaf Financial Solutions, Inc. (formerly Private Business, Inc.)

We have audited in accordance with the standards of the Public Company Accounting Oversight Board (United States) the consolidated financial statements of Goldleaf Financial Solutions, Inc. (formerly Private Business, Inc.) and subsidiaries referred to in our report dated June 5, 2006, which is included in the annual report to security holders and incorporated by reference in Part II of this form. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedule titled “Schedule II-Valuation and Qualifying Accounts” is presented for purposes of additional analysis and is not a required part of the basic financial statements. This schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ Grant Thornton, LLP

Raleigh, North Carolina

June 5, 2006

F-25

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

Goldleaf Financial Solutions, Inc.

We have audited the accompanying consolidated balance sheet of Goldleaf Financial Solutions, Inc., (formerly Private Business, Inc.) and subsidiaries as of December 31, 2004, and the related consolidated statements of income, stockholders’ equity (deficit), and cash flows for each of the two years in the period then ended. Our audits also included the financial statement schedule titled “Schedule II — Valuation and Qualifying Accounts” for each of the two years in the period ended December 31, 2004. These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Goldleaf Financial Solutions, Inc., (formerly Private Business, Inc.) and subsidiaries at December 31, 2004, and the consolidated results of their operations and their cash flows for each of the two years in the period then ended, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/  Ernst & Young LLP

Nashville, Tennessee

February 18, 2005, except for the Reclassifications paragraph

of Note 1, as to which the date is June 5, 2006

F-26

GOLDLEAF FINANCIAL SOLUTIONS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31, 2005 and 2004

	2005		2004
	(Dollars in thousands)
Assets
Current Assets:
Cash and cash equivalents	$	187	$	7
Accounts receivable—trade, net of allowance for doubtful accounts of $206 and $242, respectively		4,773		4,506
Accounts receivable—other		26		104
Deferred tax assets		370		70
Investment in direct financing leases		2,235		—
Prepaid and other current assets		1,567		1,280
Total Current Assets		9,158		5,967
Property and Equipment, Net		2,187		2,327
Operating Lease Equipment, Net		187		—
Other Assets:
Software development costs, net		1,618		1,138
Deferred tax assets		1,456		2,704
Investment in direct financing leases, net of current portion		4,642		—
Intangible and other assets, net		4,931		2,074
Goodwill		12,378		7,161
Total other assets		25,025		13,077
Total assets	$	36,557	$	21,371
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable	$	2,535	$	1,861
Accrued liabilities		1,582		2,011
Deferred revenue		456		586
Current portion of non-recourse lease notes payable		2,336		—
Current portion of long-term debt		—		1,667
Total current liabilities		6,909		6,125
Revolving Line of Credit		—		110
Non-Recourse Lease Notes Payable, net of current portion		4,056		—
Other Non-Current Liabilities		230		74
Long-Term Debt, net of current portion		—		1,666
Senior Subordinated Long-Term Debt, net of unamortized debt discount of $1,491		8,509		—
Total liabilities		19,704		7,975
Commitments and Contingencies
Stockholders’ Equity:
Common stock, no par value; 100,000,000 shares authorized and 15,489,454 and 14,388,744 shares issued and outstanding, respectively		—		—
Preferred Stock, 20,000,000 shares authorized:
Series A non-convertible, no par value; 20,000 shares issued and outstanding		6,209		6,209
Series B convertible, no par value; 40,031 shares issued and outstanding		114		114
Additional paid-in capital		6,998		3,716
Retained earnings		3,532		3,357
Total Stockholders’ Equity		16,853		13,396
Total Liabilities and Stockholders’ Equity	$	36,557	$	21,371

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

F-27

GOLDLEAF FINANCIAL SOLUTIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

For the Years Ended December 31, 2005, 2004 and 2003

		2005			2004			2003
		(In thousands, except per share data)
Revenues:
	Financial institution service fees	$	29,255		$	30,405		$	33,058
	Retail inventory management services		8,678			9,003			9,124
	Other products and services		418			241			548
Total revenues			38,351			39,649			42,730
Cost of revenues:
	Financial institution service fees		2,965			2,440			2,776
	Retail inventory management service		1,004			1,153			1,235
Gross profit			34,382			36,056			38,719
Operating Expenses:
	General and administrative		12,118			13,596			16,764
	Selling and marketing		17,514			17,415			16,367
	Research and development		257			398			445
	Amortization		421			356			848
	Other operating (income) expenses, net		(3	)		1,457			282
Total operating expenses			30,307			33,222			34,706
Operating Income			4,075			2,834			4,013
Interest Expense, Net			(381	)		(468	)		(1,492	)
Other Income			—			266			427
Income Before Income Taxes			3,694			2,632			2,948
Income tax provision			1,359			62			1,150
Net Income			2,335			2,570			1,798
Preferred stock dividends			(2,160	)		(2,056	)		(160	)
Net Income Available to Common Stockholders		$	175		$	514		$	1,638
Earnings Per Share:
Basic		$	0.01		$	0.04		$	0.12
Diluted		$	0.01		$	0.04		$	0.12

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

F-28

GOLDLEAF FINANCIAL SOLUTIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

For the Years Ended December 31, 2005, 2004 and 2003

	Shares of					Additional			Retained
	Common			Preferred		Paid-In			Earnings
	Stock			Stock		Capital			(Deficit)			Total
	(In thousands)
Balance December 31, 2002		14,047			114	$	(7,195	)	$	1,206		$	(5,875	)
Preferred stock dividends					—					(160	)		(160	)
Exercise of stock options		13			—		9			—			9
Shares issued under employee stock purchase plan		71			—		54			—			54
Other		(68	)		—		(194	)		—			(194	)
Comprehensive income:
2003 net income		—			—		—			1,798			1,798
Balance December 31, 2003		14,063			114	$	(7,326	)	$	2,844		$	(4,368	)
Series A preferred stock issuance and common stock warrant issuance		—			6,209	$	10,685		$	—		$	16,894
Preferred stock dividends		—			—		—			(2,056	)		(2,056	)
Exercise of stock options		299			—		325			—			325
Shares issued under employee stock purchase plan		27			—		32			—			32
Other		—			—		—			(1	)		(1	)
Comprehensive income:
2004 net income		—			—		—			2,570			2,570
Balance December 31, 2004		14,389			6,323	$	3,716		$	3,357		$	13,396
Issuance of common stock for purchase of KVI Capital, LLC		116			—	$	200		$	—		$	200
Issuance of common stock for the merger with
Captiva Solutions, LLC		758			—		925			—			925
Issuance of Private Business stock options for the merger with Captiva Solutions, LLC		—			—		381			—			381
Issuance of common stock warrants		—			—		1,510			—			1,510
Preferred stock dividends		—			—		—			(2,160	)		(2,160	)
Exercise of stock options		299			—		381			—			381
Shares issued under employee stock purchase plan		25			—		35			—			35
Repurchase of treasury stock		(98	)		—		(150	)		—			(150	)
Comprehensive income:
2005 net income		—			—		—			2,335			2,335
Balance December 31, 2005		15,489			6,323	$	6,998		$	3,532		$	16,853

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

F-29

GOLDLEAF FINANCIAL SOLUTIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2005, 2004 and 2003

	2005			2004			2003
	(In thousands)
Cash Flows From Operating Activities:
Net income	$	2,335		$	2,570		$	1,798
Adjustments to reconcile net income to net cash provided by operating activities:
Write-off of debt issuance costs		—			780			—
Depreciation and amortization		2,056			2,844			4,159
Depreciation on fixed assets under operating leases		48			—			—
Deferred taxes		973			1,065			1,033
Amortization of debt issuance costs and discount		126			90			359
Amortization of lease income and initial direct costs		(376	)		—			—
Loss on write-down or disposal of fixed assets and software development costs		16			65			150
Deferred gain on land sale		(16	)		(16	)		(16	)
Gain on sale of leased equipment		(66	)		—			—
Gain on sale of insurance division		—			—			(427	)
Changes in assets and liabilities, net of acquisitions:
Accounts receivable		4			402			2,143
Prepaid and other current assets		(203	)		289			890
Other assets		—			—			1
Accounts payable		433			120			(298	)
Accrued liabilities		(892	)		(1,767	)		(1,610	)
Deferred revenue		(130	)		29			87
Other non-current liabilities		81			—			(333	)
Net cash provided by operating activities		4,389			6,471			7,936
Cash Flows From Investing Activities:
Proceeds from lease terminations		122			—			—
Investment in capital leases		(719	)		—			—
Lease receivables paid		1,001			—			—
Additions to property and equipment		(545	)		(530	)		(113	)
Software development costs		(1,028	)		(714	)		(765	)
Additions to intangible and other assets		(26	)		—			—
Proceeds from sale of property and equipment		—			—			25
Proceeds from sale of financial institution insurance division		—			—			325
Proceeds from note receivable		60			43			28
Acquisition of KVI Capital, LLC, net of cash acquired		(575	)		—			—
Acquisition of Captiva Solutions, LLC, net of cash acquired		(6,571	)		—			—
Net cash used in investing activities		(8,281	)		(1,201	)		(500	)

F-30

GOLDLEAF FINANCIAL SOLUTIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2005, 2004 and 2003

	2005			2004			2003
	(In thousands)
Cash Flows From Financing Activities:
Repayments on long-term debt		(3,333	)		(1,667	)		(5,077	)
Repayments on capitalized lease obligations		—			(201	)		(303	)
Extinguishment of long-term debt, facility with Fleet		—			(23,875	)		(295	)
Payments on other short term borrowings		—			(388	)		(795	)
Payment of debt issuance costs and amendment fees		(287	)		(286	)		(589	)
Payment of preferred dividends declared		(2,160	)		(2,793	)		—
Net proceeds (payments) from revolving line of credit		(110	)		(2,390	)		—
Net proceeds from sale of Series A preferred shares and common stock warrant		—			16,894			—
Proceeds from new debt facility with Bank of America		—			7,500			—
Proceeds from issuance of senior subordinated long-term debt and common stock warrant		10,000			—			—
Net repayments of non-recourse lease financing notes payable		(304	)		—			—
Repurchase of common stock		(150	)		—			—
Proceeds from exercise of employee stock options		381			325			9
Stock issued through employee stock purchase plan		35			32			54
Net cash provided by (used in) financing activities		4,072			(6,849	)		(6,996	)
Net Change in Cash and Cash Equivalents		180			(1,579	)		440
Cash and Cash Equivalents at beginning of year		7			1,586			1,146
Cash and Cash Equivalents at end of year	$	187		$	7		$	1,586
Supplemental Cash Flow Information:
Cash payments for income taxes during period	$	749		$	306		$	221
Cash payments of interest during period	$	168		$	237		$	1,492
Supplemental Non-Cash Disclosures:
Dividends accrued on preferred stock	$	—		$	—		$	160
Notes payable issued for certain insurance and software contracts	$	—		$	—		$	1,184
Common stock issued in connection with acquisitions	$	1,125		$	—		$	—

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

F-31

GOLDLEAF FINANCIAL SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Organization

      Goldleaf Financial Solutions, Inc., originally named Private Business, Inc. (the “Company”), was incorporated under the laws of the state of Tennessee on December 26, 1990 for the purpose of marketing a solution that helps financial institutions market and manage accounts receivable financing. Effective May 5, 2006, the Company changed its name to Goldleaf Financial Solutions, Inc. The Company operates primarily in the United States and its customers consist of financial institutions of various sizes, primarily community financial institutions. The Company consists of two wholly owned subsidiaries, Towne Services, Inc. and Captiva Solutions, LLC (“Captiva”). Towne Services, Inc. (“Towne”) owns Forseon Corporation (d/b/a RMSA), Private Business Insurance, LLC (“Insurance”) and KVI Capital, LLC (“KVI”). Insurance brokers credit and fraud insurance, which is underwritten through a third party, to its customers. KVI Capital was acquired in August 2005 and is in the business of providing a “turn-key” leasing solution for financial institutions who want to offer a leasing option to their commercial customers. Captiva was acquired in December 2005 and is in the business of providing core data and image processing services to financial institutions.

      The market for the Company’s services is concentrated in the financial institution industry. Further, the Company’s services are characterized by risk and uncertainty as a result of the Company’s reliance primarily on one product to generate a substantial amount of the Company’s revenues. There are an increasing number of competitors and alternative products available and rapid consolidations in the financial institution industry. Consequently, the Company is exposed to a high degree of concentration risk relative to the financial institution industry environment and its limited product offerings.

Principles of Consolidation

      The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant inter company transactions and balances have been eliminated.

Cash and Cash Equivalents

      The Company considers all highly liquid investments that mature in three months or less to be cash equivalents. As of December 31, 2005, the Company reclassified $529,000 of uncleared checks to accounts payable.

Property and Equipment

      Property and equipment are recorded at cost. Depreciation is calculated using an accelerated method over 5 to 10 years for furniture and equipment, 3 years for purchased software and the shorter of estimated useful life or the life of the lease for all leasehold improvements. Expenditures for maintenance and repairs are charged to expense as incurred, whereas expenditures for renewals and betterments are capitalized. The Company evaluates the carrying value of property and equipment whenever events or circumstances indicate that the carrying value may have been impaired in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets.

      Equipment under operating leases is carried at cost and is depreciated to the individual equipment’s net realizable value. Depreciation is calculated using the straight-line method over the shorter of the life of the lease or the estimated useful life of the equipment, typically 5 to 7 years.

F-32

GOLDLEAF FINANCIAL SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Allowance for Doubtful Accounts

      The Company estimates its allowance for doubtful accounts on a case-by-case basis, based on the facts and circumstances surrounding each potentially uncollectible receivable. An allowance is also maintained for expected billing adjustments and for accounts that are not specifically reviewed that may become uncollectible in the future. Uncollectible receivables are written-off in the period management believes it has exhausted every opportunity to collect payment from the customer. The Company considers customer balances in excess of sixty days past due to be delinquent and thus subject to consideration for the allowance for doubtful accounts.

Software Development Costs

      Development costs incurred in the research and development of new software products and significant enhancements to existing software products are expensed as incurred until technological feasibility has been established. After such time, any additional costs are capitalized in accordance with SFAS No. 86, Accounting for the Costs of Computer Software to Be Sold, Leased, or Otherwise Marketed. Capitalized software development costs are amortized on a straight-line basis over the estimated life of the product or enhancement, typically 2 to 5 years.

      Also, the Company capitalizes costs of internally used software when application development begins in accordance with American Institute of Certified Public Accounts’ Statement of Position (“AICPA SOP”) No. 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use. This is generally defined as the point when research and development have been completed, the project feasibility is established, and management has approved a development plan. Many of the costs capitalized for internally used software are related to upgrades or enhancements of existing systems. These costs are only capitalized if the development costs will result in specific additional functionality of the existing system, and are capitalized at the point that application development begins. Typically these costs are amortized on a straight-line basis over a three to five year time period.

      Amortization expense associated with capitalized software development costs was approximately $548,000, $788,000 and $954,000 during the years ended December 31, 2005, 2004, and 2003, respectively, and is included in cost of revenues in the accompanying consolidated statements of operations.

Intangible and Other Assets

      On January 1, 2002, the Company adopted SFAS No. 142, Goodwill and Other Intangible Assets (“SFAS No. 142”). SFAS No. 142 addresses how intangible assets and goodwill should be accounted for upon and after their acquisition. Specifically, goodwill and intangible assets with indefinite useful lives are not amortized, but are subject to impairment tests based on their estimated fair value.

      Intangible and other assets consist primarily of the excess of purchase price over the fair value of the identifiable assets acquired for the minority share of Insurance purchased during 1998, Towne acquired in 2001, and KVI and Captiva acquired in 2005. Also included in intangible and other assets are debt issuance costs that are amortized using the effective interest method over the respective terms of the financial institution loans. In addition, intangible and other assets include non-competition agreements, customer lists and acquired technology.

F-33

GOLDLEAF FINANCIAL SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Revenue Recognition

          Software Licenses

      The Company accounts for software revenues in accordance with the AICPA SOP No. 97-2, Software Revenue Recognition (“SOP 97-2”). Further, the Company has adopted the provisions of SOP 98-9, Modification of SOP 97-2, Software Revenue Recognition With Respect to Certain Transactions, which supercedes and clarifies certain provisions of SOP 97-2.

      The Company licenses its software under automatically renewing agreements, which allow the licensees use of the software for the term of the agreement and each renewal period. The fee charged for this license is typically stated in the contract and is not inclusive of any post contract customer support. The original license agreement also includes a fee for post contract customer support (“PCS”), which must be renewed annually. This fee covers all customer training costs, marketing assistance, phone support, and any and all software enhancements and upgrades. The Company defers the entire amount of this fee and recognizes it over the twelve-month period in which the PCS services are provided. The Company has established vendor specific objective evidence (“VSOE”) for its PCS services, therefore the portion of the up-front fee not attributable to PCS relates to the software license and to all other services provided during the initial year of the agreement, including installation, training and marketing services. The portion of the up-front fee related to these activities is recognized over the first four months of the contract, which is the average period of time over which these services are performed. The agreements typically do not allow for cancellation during the term of the agreement. However, for agreements that contain refund or cancellation provisions, the Company defers the entire fee until such refund or cancellation provisions lapse.

          Participation Fees

      The Company’s license agreements are structured in a manner that provides for a continuing participation fee to be paid for all receivables purchased by customers using the Company’s software product. These fees are recognized as earned based on the volume of receivables purchased by customers.

          Retail Inventory Management Services

      Retail inventory management services revenue is recognized as earned as the inventory forecasting services are performed.

          Insurance Brokerage Fees

      The Company acts as a licensee insurance agent for the credit and fraud insurance products that can be purchased in conjunction with the Company’s accounts receivable financing services. The Company earns an insurance brokerage commission for all premiums paid by our financial institution customers. The brokerage fees are recorded on a net basis as opposed to reflecting the entire insurance premium as revenues because the Company does not take any credit risk with respect to these premiums.

          Lease Accounting

      As a result of the KVI acquisition (Note 2), the Company is an equipment lessor. As such, the Company accounts for its leasing business in accordance with SFAS No. 13, Accounting for Leases. SFAS No. 13 requires lessors to evaluate each lease transaction and determine whether it qualifies as a

F-34

GOLDLEAF FINANCIAL SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

sales-type, direct financing, leveraged, or operating lease. KVI’s leases fall into two of those categories: direct financing and operating leases.

      For direct financing leases, the investment in direct financing leases caption consists of the sum of the minimum lease payments due during the remaining term of the lease and the unguaranteed residual value of the leased asset. The difference between the total above and the cost of the leased asset is then recorded as unearned income. Unearned income is amortized to income over the lease term as to produce a constant periodic rate of return on the net investment in the lease.

      For leases classified as operating leases, lease payments are recorded as rent income during the period earned.

      Amounts earned are included in Maintenance and other in the consolidated statements of income.

Core Data and Image Processing

      Core data and image processing services are primarily offered on an outsourced basis but are also offered through licenses for use by the institution on an in-house basis. Support and services fees are generated from implementation services contracted with us by the customer, ongoing support services to assist the customer in operating the systems and to enhance and update the software, and from providing outsourced data processing services. Outsourcing services are performed through our data and item centers. Revenues from outsourced item and data processing are derived from monthly usage fees typically under multi-year contracts with our customers and are recorded as revenue in the month the services are performed.

      Amounts earned are included in Maintenance and other in the consolidated statements of income.

Maintenance and Other

      Maintenance revenue is deferred and recognized over the period in which PCS services are provided. Other revenues are recognized as the services are performed.

Income Taxes

      The Company accounts for income taxes under SFAS No. 109, Accounting for Income Taxes. Under the asset and liability method of SFAS No. 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. As of December 31, 2005 the Company believes that it is more likely than not that the Company will be able to generate sufficient taxable income in future years in order to realize the deferred tax assets that are recorded. As such, no valuation allowance has been provided against the Company’s deferred tax assets as of December 31, 2005.

Concentration of Revenues

      Substantially all of the Company’s revenues are generated from financial institutions.

Earnings Per Share

      The Company applies the provisions of SFAS No. 128, Earnings per Share, which establishes standards for both the computation and presentation of basic and diluted EPS on the face of the consolidated statement of operations. Basic earnings per share have been computed by dividing net income available to common stockholders by the weighted average number of common shares

F-35

GOLDLEAF FINANCIAL SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

outstanding during each year presented. Diluted earnings per common share have been computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding plus the dilutive effect of options and other common stock equivalents outstanding during the applicable periods.

Stock Based Compensation

      The Company has elected to account for its stock-based compensation plans under the intrinsic value-based method of accounting prescribed by Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees, and does not utilize the fair value method. However, the Company has adopted the disclosure requirements of SFAS No. 123, Accounting for Stock-Based Compensation, and has adopted the additional disclosure requirements as specified in SFAS No. 148, Accounting For Stock-Based Compensation-Transition and Disclosure, for the three years ended December 31, 2005.

      The following table illustrates the effect on net income available to common shareholders and earnings per share if the fair value based method had been applied to all outstanding and unvested awards in each period.

	2005		2004			2003
(In thousands, except per share data)
Net income available to common shareholders, as reported	$	175	$	514		$	1,638
Add: Stock-based employee compensation expense included in reported net income, net of related tax effects		—		—			—
Add(Deduct): Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		71		(219	)		(509	)
Pro forma net income	$	246	$	295		$	1,129

	2005		2004		2003
(In thousands, except per share data)
Earnings per share:
Basic— as reported	$	0.01	$	0.04	$	0.12
Basic— pro forma	$	0.02	$	0.02	$	0.08
Diluted— as reported	$	0.01	$	0.04	$	0.12
Diluted— pro forma	$	0.02	$	0.02	$	0.08

Fair Value of Financial Instruments

      To meet the reporting requirements of SFAS No. 107, Disclosures About Fair Value of Financial Instruments, the Company estimates the fair value of financial instruments. At December 31, 2005 and 2004, there were no material differences in the book values of the Company’s financial instruments and their related fair values. Financial instruments primarily consists of cash, accounts receivable, accounts payable and debt instruments.

Comprehensive Income

      The Company applies the provisions of SFAS No. 130, Reporting Comprehensive Income. SFAS No. 130 requires that the changes in the amounts of certain items, including gains and losses on certain securities, be shown in the financial statements as a component of comprehensive income. The

F-36

GOLDLEAF FINANCIAL SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Company reports comprehensive income as a part of the consolidated statements of stockholders’ equity (deficit).

Segment Disclosures

      The Company applies the provisions of SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information. SFAS No. 131 establishes standards for the method that business enterprises report information about operating segments in annual and interim financial statements. SFAS No. 131 also establishes standards for related disclosures about products and services, geographic area and major customers. The Company operates in two industry segments, financial institution services and retail inventory management. Note 22 of these consolidated financial statements discloses the Company’s segment results.

Use of Estimates

      The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Reclassifications

      Certain prior year amounts have been reclassified to conform with current year classifications. For all years presented, the Company has reclassified its revenue presentation to conform to the presentation that it believes is more useful in understanding the Company’s business. Furthermore, the Company has reclassified certain expenses from its operating expense categories to a new cost of revenues category in the accompanying consolidated statements of income.

Recent Accounting Pronouncements

      In December 2004, the FASB issued SFAS No. 123 (Revised 2004) “Share-Based Payment” (“SFAS No. 123R”). SFAS No. 123R replaces SFAS No. 123 and supersedes APB Opinion No. 25. SFAS No. 123R is effective as of the beginning of the first annual reporting period that begins after December 15, 2005 and therefore the Company adopted SFAS 123R on January 1, 2006. SFAS No. 123R requires the cost of employee services received in exchange for equity instruments awarded or liabilities incurred to be recognized in the financial statements. Compensation cost will be measured using a fair-value based method over the period that the employee provides service in exchange for the award. The Company anticipates using the Black-Scholes option-pricing model to determine the annual compensation cost related to share-based payments under SFAS No. 123R. SFAS No. 123R also requires the benefits of tax deductions in excess of recognized compensation cost to be reported as a financing cash flow, rather than as an operating cash flow as required under the current rules. This requirement will reduce net operating cash flow and reduce net financing cash outflow by offsetting and equal amounts. As disclosed above, based on the current assumptions and calculations used, had the Company recognized compensation expense based on the fair value of awards of equity instruments, net income would have been increased by approximately $71,000 for the year ended December 31, 2005. This compensation expense is the after-tax net effect of the stock-based compensation expense determined using the fair-value based method for all awards and stock-based employee compensation included previously in reported net income under APB No. 25. SFAS No. 123R will apply to all awards granted after the effective date and to the unvested portion of existing awards, as well as, to modifications, repurchases or cancellations of existing awards. The impact

F-37

GOLDLEAF FINANCIAL SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

of the adoption of SFAS No. 123R for the year ending December 31, 2006, based upon the options outstanding as of February 28, 2006, is estimated to result in an increase in compensation expense of approximately $800,000. The actual impact of adopting SFAS No. 123R will change for the effect of potential future awards and actual option forfeitures which are not known at this time. The impact of those future awards will vary depending on the timing, amount and valuation methods used for such awards, and the Company’s past awards are not necessarily indicative of such potential future awards.

2. ACQUISITIONS

Leasing Business

      Effective August 1, 2005, the Company acquired 100% of the outstanding membership units of KVI in exchange for cash consideration of $699,000 and common stock consideration of $200,000 (115,607 shares). In addition to the consideration at closing, the selling shareholder will be entitled to contingent consideration equal to 20% of the operating income (as defined in the stock purchase agreement) of KVI for each of the three years ending December 31, 2008. Any contingent consideration payments made will be treated as additional purchase price and therefore increase goodwill. Simultaneous to the execution of the stock purchase agreement, the Company entered into a three year employment agreement with the principal selling member of KVI. The operating results of KVI were included with those of the Company beginning August 1, 2005. The transaction was accounted for in accordance with SFAS No. 141, Business Combinations. The purchase price allocation is as follows:

(In thousands except share amounts)
Purchase Price:
Cash	$	699
Common shares (115,607 shares valued at $1.73 per share)		200
Total purchase price	$	899
Value assigned to assets and liabilities:
Assets:
Cash and cash equivalents	$	124
Accounts receivable		200
Property and equipment		44
Operating lease equipment		209
Investment in direct financing leases		8,280
Customer list (estimated life of seven years)		116
Vendor program (estimated life of seven years)		119
Non-compete (estimated life of two years)		75
Goodwill		216
Liabilities:
Accounts payable		(196	)
Accrued liabilities		(352	)
Other non-current liabilities		(26	)
Non-recourse lease notes payable		(7,910	)
Total net assets	$	899

Core Data and Item Processing Business

      On December 9, 2005, the Company acquired 100% of the membership units of Captiva Solutions, LLC in exchange for cash consideration of $6,000,000 and common stock consideration of $925,000

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GOLDLEAF FINANCIAL SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(757,576 shares). In addition to the consideration at closing, the selling shareholders will be entitled to up to an additional 1.2 million common shares, upon the achievement of certain annualized acquired revenue targets during 2006. Any contingent consideration payments made will be treated as additional purchase price and therefore increase goodwill. Simultaneous with the execution of the merger agreement, the Company entered into a two year employment agreement with the chief executive officer of Captiva to become the chief executive officer of the Company. The operating results of Captiva were included with those of the Company beginning December 9, 2005. The transaction was accounted for in accordance with SFAS No. 141, Business Combinations. The purchase price allocation is as follows:

(In thousands except share amounts)
Purchase Price:
Cash	$	6,000
Common shares (757,576 shares valued at $1.22 per share)		925
Common stock options		381
Direct acquisition costs		579
Total purchase price	$	7,885
Value assigned to assets and liabilities:
Assets:
Cash	$	8
Accounts receivable		181
Other current assets		78
Property and equipment		317
Customer list (estimated life of ten years)		1,450
Acquired technology (estimated life of three years)		760
Non-compete (estimated life of three years)		640
Goodwill		5,033
Liabilities:
Accounts payable		(45	)
Accrued liabilities		(466	)
Other non-current liabilities		(71	)
Total net assets	$	7,885

      We expect that the goodwill originating from both the KVI and Captiva transactions will be deductible for tax purposes over fifteen years.

3. PREFERRED STOCK ISSUANCE AND CREDIT FACILITY CLOSING

      On January 20, 2004, the Company completed the sale of 20,000 shares of Series A non-convertible preferred stock and a warrant to purchase 16,000,000 shares of our common stock ($1.25 per share exercise price) for a total of $20 million to PBI Holdings, LLC (“Lightyear”), an affiliate of The Lightyear Fund, L.P. (the “Lightyear Transaction”). The preferred shares carry a cash dividend rate of 10% of an amount equal to the liquidation preference, payable quarterly in arrears, when and as declared by the Board of Directors. The Series A preferred stock has a liquidation preference superior to the common stock and to the extent required by the terms of the Series B preferred stock, in parity with the currently outstanding Series B preferred stock. The liquidation preference is equal to the original $20 million purchase price, plus all accrued but unpaid dividends. In addition, the securityholders agreement between the Company and Lightyear executed in conjunction with the sale of the preferred stock and warrant, entitles Lightyear to an additional equity purchase

F-39

GOLDLEAF FINANCIAL SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

right. The equity purchase right allows Lightyear, so long as Lightyear continues to hold any shares of Series A Preferred Stock, all or any portion of its rights under the warrant or any shares of common stock issued pursuant to an exercise of the warrant, the right to purchase its pro rata portion of all or any part of any new securities which the Company may, from time to time, propose to sell or issue. However, in the case of new security issuances resulting from the exercise of employee stock options, which have an exercise price less than $1.25 per share, Lightyear must still pay $1.25 per share under this equity purchase right. To the extent that new security issuances resulting from the exercise of employee stock options occur which have an exercise price in excess of $1.25 per share, then Lightyear will be required, if they choose to exercise their equity purchase right, to pay the same price per share as the employee stock options being exercised.

      The net proceeds from the Lightyear Transaction are shown below:

	(In thousands)
Cash Received from Lightyear	$	20,000
Less:
Broker fees		1,256
Legal and accounting fees		383
Transaction structuring fees		1,200
Other		267
Net Proceeds Received	$	16,894

      Simultaneous with the closing of the Lightyear Transaction, the Company entered into a credit facility with Bank of America. See Notes 11 and 12 for discussion of the Company’s credit facility.

      The total net proceeds of both the Lightyear Transaction and the Bank of America credit facility were used to extinguish the Company’s 1998 credit facility.

      On December 8, 2005, this facility was amended by converting the entire facility to a revolving line of credit and reducing the total amount of the facility to $5.0 million. The amended credit facility was slated to mature March 8, 2006. It was replaced by the Amended and Restated Credit Facility described below.

      On December 9, 2005, the Company entered into a $10.0 million senior subordinated note payable instrument with Lightyear (“Lightyear Note”) as approved by the shareholders of the Company during a special shareholders meeting on that same date. Prior to its conversion into Series C Preferred Stock as discussed below, the Lightyear Note was due in total on December 9, 2010, carried an interest rate of 10% through June 8, 2007, which thereafter increases to 12% annum until maturity. The Lightyear Note was unsecured and could be redeemed by the Company, in whole or part, at anytime at 100% of the principal amount plus any accrued and unpaid interest. In conjunction with the Lightyear Note, the Company issued warrants to Lightyear PBI Holdings, LLC to acquire up to 3,787,879 common shares at $1.32 per share. As part of the warrant agreement, in the event that the Company repaid all or a portion of the Lightyear Note prior to June 9, 2007, then 50% of the warrants above are cancelable on a pro-rata basis. The warrant agreement and the warrants were amended in connection with the conversion of the Lightyear Note into shares of Series C Preferred Stock.

      On January 23, 2006, the Company entered into an Amended and Restated Credit Agreement with Bank of America (“Amended and Restated Credit Facility”). The Amended and Restated Credit Facility is for a total of $18.0 million, has a two year term and is secured by a pledge of all of the Company’s assets. The Amended and Restated Credit Facility total of $18.0 million consists of two-term loans totaling $16.0 million and a revolving credit line totaling $2.0 million. The Term A loan is for $10.0 million and has a maturity date of January 23, 2008. The Term B loan is for $6.0 million and

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GOLDLEAF FINANCIAL SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

has a maturity date of no later than July 23, 2006. The revolving credit line matures on January 23, 2008.

      The Term A loan has scheduled repayment terms as follows:

March 31 and June 30, 2006	$	250,000/quarter
September 30 and December 31, 2006	$	500,000/quarter
Thereafter (until maturity)	$	750,000/quarter

      In conjunction with this Amended and Restated Credit Facility, The Lightyear Fund, L.P. guaranteed the Term B loan and exchanged its senior subordinated $10.0 million note due on December 9, 2010 for 10,000 shares of the Company’s Series C Preferred Stock. Therefore, the senior subordinated debt discussed above was converted to Series C Preferred Stock on January 23, 2006. In connection with the conversion of the Lightyear Note into Series C Preferred Stock, the warrants that were issued as part of the Lightyear Note were amended such that the exercise price of such warrants can now be paid, at the option of their holder; (i) in cash or by wire transfer, (ii) by the surrender of shares that would otherwise be issuable upon exercise of the warrant that have a market price equal to the aggregate exercise price, or (iii) through a redemption of shares of the Company’s Series C Preferred Stock having a liquidation value equal to the aggregate exercise price. Under the terms of the amended warrant agreement and amended warrants, in the event that the Company redeems any shares of Series C Preferred Stock on or before June 23, 2007, the number of shares issuable pursuant to the warrants will be reduced in accordance with a formula set forth in the warrant agreements.

      In the event that we are unable to repay the $6.0 million Term B loan by July 23, 2006 and The Lightyear Fund, L.P. is required to repay the Term B loan on our behalf, we are obligated to issue new Series D preferred shares to The Lightyear Fund, L.P. The Series D preferred shares will carry a 10% per annum dividend rate, will have a mandatory redemption date nine months from the date of issuance, and will require the issuance of 66,045 common stock warrants with an exercise price of $0.01 per share. We will also be required to pay a closing fee equal to 3.75% of the amount repaid by The Lightyear Fund, L.P. to Bank of America.

      The Series C Preferred Shares issued to Lightyear have mandatory redemption date of December 9, 2010 and have a 10% annual dividend rate that increases to 12% on June 9, 2007. The Series C preferred shares do not carry any voting rights. Due to the mandatory redemption requirement, the Series C preferred stock will be included in the liability section of our consolidated balance sheet.

      The Amended and Restated Credit Facility includes certain restrictive financial covenants, measured quarterly, relating to net worth, maximum annual capital expenditures, funded debt to EBITDA ratio and fixed charge coverage ratio, as defined in the agreement. The Amended and Restated Credit Facility also contains customary negative covenants, including but not limited to a prohibition on declaring and paying any cash dividends on any class of stock, including the Series A, Series B, and Series C preferred shares outstanding.

      As a result of the 1998 debt facility extinguishment, the Company recorded a charge of $780,000 to write-off the unamortized portion of debt issuance costs as of January 20, 2004. Also, the Lightyear Transaction required that the Company obtain directors and officers tail insurance coverage for periods prior to January 20, 2004. The premium for the tail directors and officers’ liability insurance coverage totaled approximately $900,000. The Company expensed the entire premium in January 2004. Therefore, 2004 operating results include two non-recurring expense items totaling approximately $1.7 million, and are included in other operating expenses in the accompanying 2004 consolidated statements.

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GOLDLEAF FINANCIAL SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

4. SALE OF BANK INSURANCE DIVISION

      On June 30, 2003, the Company entered into an agreement to sell certain operating assets of its Bank Insurance business for cash of $325,000 and a note receivable for $175,000. The note is secured by all assets of the business sold, is due in equal quarterly installments of principal and interest through June 2006 and bears interest at 3%. The result of this transaction was a gain on sale of approximately $427,000, which is included in other income in the accompanying 2003 consolidated statement of income.

5. PROPERTY AND EQUIPMENT

      Property and equipment are classified as follows:

	2005			2004
	(In thousands)
Purchased software	$	3,765		$	4,876
Leasehold improvements		697			694
Furniture and equipment		8,031			8,277
		12,493			13,847
Less accumulated depreciation		(10,306	)		(11,520	)
	$	2,187		$	2,327

      Depreciation expense was approximately $1,042,000, $1,642,000, and $2,698,000 for the years ended December 31, 2005, 2004 and 2003, respectively.

      During the fourth quarter of 2003, the Company completed an extensive review of its fixed assets and determined that certain fixed assets, primarily computer equipment, should be written off. As such, $160,000 of computer equipment was expensed in 2003, which is included in other operating expense in the accompanying 2003 consolidated statement of income. Also in 2003, the Company retired fully depreciated fixed assets with a cost of approximately $4,706,000.

6. OPERATING LEASE PROPERTY

      The following schedule provides an analysis of the Company’s investment in property leased under operating leases by major classes as of December 31, 2005:

	2005
	(In thousands)
Computer Equipment	$	20
Office Furniture		38
Manufacturing Equipment		7
Medical Equipment		16
Copiers		134
Total Equipment		215
Plus: Initial direct costs		2
Less: Accumulated depreciation		(30	)
Net property on operating leases	$	187

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GOLDLEAF FINANCIAL SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

      The following is a schedule by years of minimum future rentals on noncancelable operating leases as of December 31, 2005:

2006	$	88
2007		37
2008		20
2009		2
	$	147

      Depreciation expense on operating lease property was $39,000 for the year ended December 31, 2005.

7. NET INVESTMENT IN DIRECT FINANCING LEASES

      The following lists the components of the net investment in direct financing leases as of December 31, 2005:

	2005
	(In
	thousands)
Total minimum lease payment to be received	$	7,291
Less: Allowance for uncollectibles		—
Net minimum lease payments receivable		7,291
Unguaranteed estimated residual values of leased property		862
Initial direct costs		102
Less: Unearned income		(1,378	)
Net investment in direct financing leases	$	6,877

      At December 31, 2005, minimum lease payments for each of the next five years are as follows:

2006	$	2,868
2007		1,929
2008		1,351
2009		861
2010		229
Thereafter		53
	$	7,291

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GOLDLEAF FINANCIAL SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

8. INTANGIBLE AND OTHER ASSETS

      Intangible and other assets consist of the following:

	2005		2004
	(In thousands)
Debt issuance costs, net of accumulated amortization of $199 and $90, respectively	$	375	$	195
Non-compete agreements, net of accumulated amortization of $389 and $359, respectively (remaining weighted average life of 26 months)		1,626		961
Customer lists, net of accumulated amortization of $1,126 and $841, respectively (remaining weighted average life of 88 months)		1,740		459
Acquired technology, net of accumulated amortization of $308 and $279, respectively (remaining weighted average life of 50 months)		872		183
Other, net		318		276
	$	4,931	$	2,074

      Amortization expense of identified intangible assets during the years ended December 31, 2005, 2004 and 2003 was approximately $421,000, $356,000, and $342,000, respectively.

      The estimated amortization expense of intangible assets during the next five years is as follows:

	(In thousands)
2006	$	1,159
2007		840
2008		744
2009		283
2010		228
2011 and thereafter		1,653
	$	4,907

9. GOODWILL

      The changes in the carrying amount of goodwill for 2005 and 2004 are as follows:

	2005			2004
	(In thousands)
Balance as of January 1	$	7,161		$	7,161
Goodwill acquired during year		5,249			—
Decrease resulting from change to deferred tax assets associated with Towne acquisition (Note 14)		(25	)		—
Write off of goodwill		(7	)		—
Balance as of December 31	$	12,378		$	7,161

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GOLDLEAF FINANCIAL SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

10. ACCRUED LIABILITIES

      Accrued liabilities consist of the following:

	2005		2004
	(In thousands)
Commissions and other payroll costs	$	704	$	843
Accrued severance costs		103		294
Other		775		874
	$	1,582	$	2,011

11. REVOLVING LINE OF CREDIT

      In January 2004, the Company entered into a new credit facility with Bank of America, which included a revolving line of credit. The revolving line of credit with Bank of America allowed for a $6.0 million line, including a $1.0 million letter of credit sublimit. The revolver availability reduced by $1.0 million on each of the first two anniversary dates of the credit facility.

      On December 8, 2005, the Bank of America credit facility was amended such that the entire facility (both revolver and term loan) was converted into a revolving credit line with a total capacity of $5.0 million. As of December 31, 2005, there was $0 drawn against the facility and $400,000 was utilized for standby letters of credit. Weighted average borrowings drawn against the facility during 2005 were $3.1 million.

12. LONG-TERM DEBT

      Long-term debt consists of the following:

	2005		2004
	(In thousands)
Senior Subordinated Note Payable with Lightyear PBI Holdings, Inc., net of unamortized debt discount of $1,491	$	8,509	$	—
Term Loan with Bank of America, principal and interest due quarterly At LIBOR plus the applicable margin		—		3,333
Less current portion		—		(1,667	)
	$	8,509	$	1,666

      As stated in Note 11, the Bank of America facility was amended on December 8, 2005, which converted the term loan to a revolver with a maximum borrowing capacity of $5.0 million. The facility is secured by all assets of the Company. There were no amounts outstanding at December 31, 2005 and, as such, there were no scheduled term debt repayments at December 31, 2005. The facility had restrictive financial covenants including a minimum net worth requirement, a maximum debt to EBITDA ratio and a minimum fixed charge coverage ratio. The Company was in compliance with all such restrictive covenants for all periods in which they were applicable. The amended facility had a stated maturity date of March 8, 2006.

      On December 9, 2005, the Company issued a $10.0 million unsecured senior subordinated note to Lightyear PBI Holdings, Inc. (“Lightyear Note”) and warrants to acquire 3,787,879 common shares at $1.32 per share in exchange for $10.0 million in cash. On January 23, 2006, the Lightyear Note was converted into shares of the Company’s Series C Preferred Stock as described below. The Lightyear Note was unsecured and was subordinated to the then existing Bank of America facility. The Lightyear

F-45

GOLDLEAF FINANCIAL SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Note accrued interest monthly at a rate of 10%, increasing to 12% beginning June 9, 2007, and was payable semi-annually in arrears beginning July 1, 2006. The term of the Lightyear Note was five years, at which time the entire principal was to become due. In the event that the Company prepaid the Lightyear Note in full or any partial payments prior to June 9, 2007, up to 50% of the 3,787,879 of common stock warrants would be cancelled on a pro rata basis in proportion to the amount of debt prepaid. The $10.0 million in proceeds received was allocated to the two instruments in proportion to their relative fair values. As a result, the Lightyear Note has been recorded at a discount. The discount will be accrued over the term of the debt as interest expense. The proceeds of the Lightyear Note were used to acquire Captiva Solutions and repay the outstanding balance of the Bank of America facility. The warrant agreement and the warrants were amended in connection with the conversion of the Lightyear Note into shares of Series C Preferred Stock.

      On January 23, 2006, the Bank of America Credit Agreement was amended and restated in its entirety (See Note 23) (“Amended and Restated Facility”).

13. NON-RECOURSE LEASE NOTES PAYABLE

      As part of the leasing business, the Company borrows funds from its community bank partners on a non-recourse basis in order to acquire the equipment to be leased. In the event of a lease default, the Company is not obligated to continue to pay on the non-recourse note payable associated with that particular lease. As of December 31, 2005, the principal balance of all non-recourse lease notes payable, due to various financial institutions, totaled $6.4 million ($2.3 million of the total is classified as current). Interest and principal are primarily due monthly with interest rates ranging from 4% to 10.75%.

      The following is the scheduled non-recourse notes payable principal payments over the next five years as of December 31, 2005:

	(In thousands)
2006	$	2,336
2007		1,694
2008		1,241
2009		841
2010		230
Thereafter		50
	$	6,392

14. INCOME TAXES

      Income tax provision (benefit) consisted of the following for the three years ended December 31, 2005:

	2005		2004			2003
	(In thousands)
Current income tax expense (benefit)	$	386	$	(1,003	)	$	117
Deferred tax expense		973		1,065			1,033
Income tax provision, net	$	1,359	$	62		$	1,150

F-46

GOLDLEAF FINANCIAL SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

      A reconciliation of the tax provision from the U.S. federal statutory rate to the effective rate for the three years ended December 31, 2005 is as follows:

	2005			2004			2003
	(In thousands)
Tax expense at U.S. federal statutory rate	$	1,256		$	895		$	1,032
State tax expense, net of reduction to federal taxes		148			129			118
Expenses not deductible		58			56			80
Other		(103	)		(1,018	)		(80	)
Income tax provision, net	$	1,359		$	62		$	1,150

      During September 2004, the Company recorded a $972,000 tax benefit relating to an income tax contingent liability for which the statue of limitations expired in September 2004. This resulted in the large other reconciling item above and the low effective tax rate for 2004.

      Significant components of the Company’s deferred tax assets and liabilities, using an average tax rate of 37% at December 31, 2005 and 39% at December 31, 2004 are as follows:

	2005			2004
	(In thousands)
Current assets (liabilities):
Deferred revenue	$	87		$	138
Allowances on assets		57			97
Net operating loss carryforwards		400			—
Prepaid and accrued expenses		(174	)		(165	)
Deferred tax assets, current	$	370		$	70
Non-current assets (liabilities):
Software development costs	$	(607	)	$	(446	)
Net operating loss carryforwards, net of current portion		2,746			3,747
Other		38			42
Depreciation and amortization		(721	)		(639	)
Deferred tax assets, non-current		1,456			2,704
Total net deferred tax assets	$	1,826		$	2,774

      As a result of the completion of the 2002 federal tax return, certain costs associated with the Towne merger were determined to be deductible for tax purposes, thereby creating additional deferred tax assets that had not been previously recognized. As such, goodwill, associated with the Towne merger, was reduced by approximately $1.6 million in 2003.

      The Company has gross net operating loss carryforwards of approximately $40.8 million available as of December 31, 2005 for both federal and state tax purposes. Of this total, $37.6 million were acquired during the Towne merger. At the time of the merger, an analysis was performed to assess the realizability of these NOLs due to Section 382 of the US tax code. The results of this analysis concluded that the likelihood of ever being able to utilize the majority of those NOLs was remote; therefore, the Company recorded only the portion of the Towne NOLs estimated to be usable under Section 382. These carryforwards are limited in use to approximately $1.1 million per year in years 2005 through 2009 and $333,000 annually thereafter due to the Lightyear transaction and the Towne merger and expire at various times through 2021.

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GOLDLEAF FINANCIAL SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

15. PREFERRED STOCK

      On August 9, 2001, the Company issued 40,031 shares of Series B Convertible Preferred Stock valued at approximately $114,000 as a condition of the merger of Towne into Private Business. These preferred shares were issued in exchange for all the issued and outstanding Towne Series B preferred stock. The preferred stock is entitled to dividends, in preference to the holders of any and all other classes of capital stock of the Company, at a rate of $0.99 per share of preferred stock per quarter commencing on the date of issuance. Holders of the Series B preferred shares are entitled to one vote per share owned. Approximately $351,000 in accrued dividends payable was assumed by the Company as a part of the merger transaction and approximately $160,000, $160,000 and $63,000 of dividends payable were accrued during the years ended December 31, 2003, 2002 and the period from August 9, 2001 through December 31, 2001, respectively. Total accrued dividends were $735,000 as of December 31, 2003. Accrued dividends payable were paid in full during 2004 and 2005.

      The Series B Convertible Preferred Stock is convertible to common stock on a one share for one share basis at the option of the preferred stockholders at any time after August 9, 2002 upon the written election of the stockholder. The Series B Convertible Preferred Stock is also redeemable at the option of the Company for cash at any time, in whole or in part, with proper notice. The stated redemption price is $50.04 per Series B Convertible Preferred share, plus any accrued but unpaid dividends as of the redemption date. The Series B Convertible Preferred Stock, in the event of liquidation, dissolution or winding up of the Company, contains a liquidation preference over all other capital stock of the Company equal to and not less than the stockholder’s invested amount plus any declared but unpaid dividends payable. As of December 31, 2005, in the event of liquidation, dissolution or winding up of the Company, the preferred stockholders would be entitled to receive a total of approximately $2.0 million.

      The Series A Non-convertible Preferred Stock issued on January 20, 2004 in conjunction with the capital event is described in Note 3. Holders of the Series A preferred shares are entitled to 800 votes per share owned on all matters on which our common stock is entitled to vote.

      As stated in Note 23, subsequent to December 31, 2005, the Company issued 10,000 shares of Series C Preferred Stock to Lightyear in exchange for the outstanding senior subordinated note payable. The Series C preferred shares are non-voting and have a mandatory redemption date of December 9, 2010 at $10.0 million, plus accrued dividends. The Series C preferred shares have a stated annual dividend rate of 10% per annum, increasing to 12% on June 9, 2007 thereafter until maturity and have a liquidation preference equal to the original $10.0 million purchase price, plus all accrued and unpaid dividends.

16. EMPLOYEE STOCK OPTION PLAN

      The Company has four stock option plans: the 1994 Stock Option Plan, the 1999 Stock Option Plan, the 2004 Equity Incentive Plan and the 2005 Long-Term Equity Incentive Plan. Options under these plans include non-qualified and incentive stock options and are issued to officers, key employees and directors of the Company. The Company has reserved 8,203,547 shares of common stock for these plans under which the options are granted at a minimum of 100% of the fair market value of common stock on the date of the grant, expire 10 years from the date of the grant and are exercisable at various times determined by the Board of Directors. The Company also has approximately 848,484 shares of common stock reserved for the issuance of options replacing the Towne options outstanding at the time of the Towne merger. The Company applies APB No. 25 in accounting for its options and, accordingly, no compensation cost has been recognized.

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GOLDLEAF FINANCIAL SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

      A summary of the status of the Company’s stock options is as follows:

				Weighted
				Average
	Number of			Exercise
	Shares			Price
Balance at December 31, 2002		2,233,507		$	5.56
Granted		745,700			0.59
Exercised		(15,268	)		0.64
Canceled		(454,054	)		9.81
Balance at December 31, 2003		2,509,885		$	3.35
Granted		160,000		$	1.59
Exercised		(296,274	)		1.09
Canceled		(131,531	)		4.73
Balance at December 31, 2004		2,242,080		$	3.44
Granted		3,802,210		$	1.38
Exercised		(299,739	)		1.27
Canceled		(381,255	)		3.06
Balance at December 31, 2005		5,363,296		$	2.24

      The following table summarizes information about stock options outstanding at December 31, 2005:

	Options Outstanding						Options Exercisable
			Weighted Average		Weighted				Weighted
			Remaining		Average Exercise				Average Exercise
Exercise Price	Number		Contractual Life		Price		Number		Price
$0.00 to $4.99		5,135,330		8.5 years	$	1.51		1,557,933	$	1.85
$5.00 to $14.99		129,548		2.4 years		7.33		129,548		6.88
$15.00 to $34.99		59,949		3.2 years		29.90		59,949		21.59
$35.00 to $54.99		38,469		2.4 years		39.72		38,469		39.72
Total		5,363,296		8.3 years	$	2.24		1,785,899	$	3.69

      At the end of 2005, 2004 and 2003, the number of options exercisable was approximately 1,785,899, 1,983,000, and 1,638,000, respectively, and the weighted average exercise price of these options was $3.69, $3.70, and $4.38, respectively.

      SFAS No. 123 requires that compensation expense related to options granted be calculated based on the fair value of the options as of the date of grant. The fair value calculations take into account the exercise prices and expected lives of the options, the current price of the underlying stock, its expected volatility, the expected dividends on the stock, and the current risk-free interest rate for the expected life of the option. Under SFAS No. 123, the weighted average fair value of the 2005, 2004, and 2003 options at the date of grant was approximately $0.78, $1.20, and $1.17 per share, respectively. The fair value was calculated using a weighted average risk-free rate of 4.5%, 4.0%, and 4.0%, an expected dividend yield of 0% and expected stock volatility of 59%, 75%, and 75% for 2005, 2004, and 2003, respectively, and an expected life of the options of 6.5 years, 8 years, and 8 years for 2005, 2004, and 2003, respectively.

F-49

GOLDLEAF FINANCIAL SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

17. NET INCOME PER SHARE

      Basic earnings per share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the year. Diluted earnings per share is computed by dividing net income available to common stockholders by the weighted average number of dilutive common and common equivalent shares outstanding during the fiscal year, which includes the additional dilution related to conversion of preferred stock, common stock warrants and stock options as computed under the treasury stock method. Neither the Series B Convertible Preferred Stock nor the common stock warrant held by the Series A shareholder were included in the adjusted weighted average common shares outstanding for 2005, 2004 and 2003 as the effects of conversion are anti-dilutive.

      The following table is a reconciliation of the Company’s basic and diluted earnings per share in accordance with SFAS No. 128:

	2005		2004		2003
	(In thousands, except per share
	data)
Net income available to common stockholders	$	175	$	514	$	1,638
Basic earnings per Share:
Weighted average common shares outstanding	$	14,727	$	14,243	$	14,028
Basic earnings per share	$	0.01	$	.04	$	0.12
Diluted earnings per Share:
Weighted average common shares outstanding	$	14,727	$	14,243	$	14,028
Dilutive common share equivalents		291		463		88
Total diluted shares outstanding		15,018		14,706		14,116
Diluted earnings per share	$	0.01	$	0.04	$	0.12

      For the years ended December 31, 2005, 2004, and 2003, approximately 25.0 million, 17.1 million and 1.9 million employee stock options, warrants and the Series B preferred shares, respectively, were excluded from diluted earnings per share calculations as their effects were anti-dilutive.

18. COMMITMENTS AND CONTINGENCIES

      The Company leases office space and office equipment under various operating lease agreements. Rent expense for the years ended December 31, 2005, 2004 and 2003 totaled approximately $1,535,000, $1,446,000, and $1,503,000, respectively, and is included in general and administrative expense in the consolidated statements of income.

      As of December 31, 2005, the future minimum lease payments relating to operating lease obligations are as follows:

	(In
	thousands)
2006	$	1,816
2007		1,776
2008		1,592
2009		1,140
2010		283
	$	6,607

F-50

GOLDLEAF FINANCIAL SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Legal Proceedings

      We are not currently a party to, and none of our material properties is currently subject to, any material litigation other than routine litigation incidental to our business.

Employment Agreements

      The Company has entered into employment agreements with certain executive officers of the Company. The agreements provide for compensation to the officers in the form of annual base salaries and bonuses based on the earnings of the Company. The employment agreements also provide for severance benefits, ranging from 0 to 24 months, upon the occurrence of certain events, including a change in control, as defined. As of December 31, 2005, the total potential payouts under all employment agreements was approximately $2.7 million.

19. EMPLOYEE BENEFIT PLANS

      The Company has an employee savings plan, the Private Business, Inc. 401(k) Profit Sharing Plan (the “Plan”), which permits participants to make contributions by salary reduction pursuant to section 401(k) of the Internal Revenue Code. The Company matches contributions contributed by employees up to a maximum of $1,000 per employee per year and may, at its discretion, make additional contributions to the Plan. Employees are eligible for participation beginning with the quarter immediately following one year of service. Total contributions made by the Company to the Plan were $136,000, $153,000, and $192,000, in 2005, 2004 and 2003, respectively, and are included in general and administrative expense in the consolidated statements of income.

      During 2000, the Company established an employee stock purchase plan whereby eligible employees may purchase Company stock at a discount through payroll deduction of up to 15% of base pay. The price paid for the stock is the lesser of 85% of the closing market price on the first or last day of the quarter in which payroll deductions occur. The Company has reserved 333,333 shares for issuance under this plan. The Company issued 25,000 shares during 2005, 30,000 shares during 2004, and 71,000 shares during 2003. Effective December 31, 2005, the Company terminated the employee stock purchase plan.

      As a result of the Towne merger, the Company has an employee stock ownership plan (“ESOP”), the RMSA Employee Stock Ownership Plan (the “ESOP Plan”). The purpose of the ESOP is to provide stock ownership benefits for substantially all the employees of RMSA who have completed one year of service. The plan is subject to all the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended. The Company may make discretionary contributions to the ESOP Plan in the form of either cash or the Company’s common stock. The ESOP Plan does not provide for participant contributions. Participants vest in their accounts ratably over a seven-year schedule. The Company made no contribution to the ESOP Plan in 2005, 2004 or 2003. As of December 31, 2005, all of the Company’s common shares previously held by the ESOP Plan were distributed to participants as a result of the Plan’s termination.

20. RELATED PARTY TRANSACTIONS

      During the years ended December 31, 2005, 2004 and 2003, the Company paid fees of approximately $0, $15,000, and $25,000, respectively, for legal services to a law firm in which a shareholder and a former director of the Company is a partner. Additionally, this former director held a material membership interest in Captiva prior to the Company’s acquisition of Captiva. Because of this ownership interest, the acquisition of Captiva required a shareholder vote, which was held on December 9, 2005. The former director received approximately $1.1 million cash, 287,272 shares of the

F-51

GOLDLEAF FINANCIAL SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Company’s common stock and 670,000 common stock options with a $1.32 exercise price as his portion of the total consideration paid for Captiva.

      During the year ended December 31, 2004, the Company received proceeds of $266,000 for the repayment of notes receivable owed to the Company by two former officers of Towne Services. The Company had previously written these notes off as uncollectible, therefore collection of these notes resulted in a gain. This gain was recorded in 2004 as a non-operating gain in the accompanying consolidated statement of income.

21. QUARTERLY FINANCIAL DATA (UNAUDITED)

	Quarter Ended
	March 31,			June 30,		Sept. 30,			Dec. 31,		March 31,			June 30,		Sept. 30,		Dec. 31,
	2004			2004		2004			2004		2005			2005		2005		2005
	(In thousands, except per share data)
Statement of income data:
Revenues	$	9,843		$	10,156	$	9,998		$	9,652	$	9,199		$	9,501	$	9,554	$	10,097
Operating income (loss)	$	(982	)	$	1,174	$	1,216		$	1,426	$	693		$	1,158	$	1,189	$	1,035
Income (loss) from operations before income taxes	$	(1,172	)	$	1,341	$	1,123		$	1,340	$	623		$	1,088	$	1,110	$	873
Income tax provision (benefit)		(457	)		526		(531	)		524		244			423		433		259
Net income (loss)		(715	)		815		1,654			816		379			665		677		614
Preferred stock dividends		438			545		540			533		540			540		540		540
Net income (loss) available to common Stockholders	$	(1,153	)	$	270	$	1,114		$	283	$	(161	)	$	125	$	137	$	74
Earnings (loss) per diluted common share	$	(0.08	)	$	0.02	$	0.07		$	0.02	$	(0.01	)	$	0.01	$	0.01	$	0.01

      The quarter ended March 31, 2004 included unusual charges totaling $1.7 million in operating expenses related to the completion of the capital event described in Note 3.

      The quarter ended September 30, 2004 included a $972,000 income tax benefit related to the favorable settlement of an income tax contingency as described in Note 14.

22. SEGMENT INFORMATION

      The Company operates in two business segments: financial institution services and retail inventory management and forecasting. The Company accounts for segment reporting under SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information. Corporate overhead costs and interest have been allocated to income before income taxes of the retail inventory forecasting segment. Additionally, $1.5 million of the goodwill originating from the Towne acquisition has been allocated to the retail inventory forecasting segment and is therefore included in the segment’s total assets.

F-52

GOLDLEAF FINANCIAL SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

      The following table summarizes the financial information concerning the Company’s reportable segments from continuing operations for the years ended December 31, 2005, 2004 and 2003.

	2005						2004						2003
	Financial		Retail				Financial		Retail				Financial		Retail
	Institution		Inventory				Institution		Inventory				Institution		Inventory
	Services		Forecasting		Total		Services		Forecasting		Total		Services		Forecasting		Total
	(In thousands)
Revenues	$	29,673	$	8,678	$	38,351	$	30,646	$	9,003	$	39,649	$	33,606	$	9,124	$	42,730
Income before taxes	$	2,607	$	1,087	$	3,694	$	1,606	$	1,026	$	2,632	$	2,216	$	732	$	2,948
Assets	$	32,868	$	3,689	$	36,557	$	17,283	$	4,088	$	21,371	$	22,689	$	4,396	$	27,085
Total expenditures for additions to long-lived assets	$	1,580	$	19	$	1,599	$	1,095	$	149	$	1,244	$	838	$	40	$	878

23. SUBSEQUENT EVENTS (UNAUDITED)

      On January 18, 2006, the Company acquired certain operating assets of P.T.C. Banking Systems, Inc. for total consideration of approximately $1.0 million. The acquisition will be accounted for as a purchase in accordance with SFAS No 141. The operating results of this business will be included in the operating results of the Company beginning on the date of acquisition.

      On January 23, 2006, the Bank of America Credit Agreement was amended and restated in its entirety (“Amended and Restated Credit Facility”). The Amended and Restated Credit Facility is for a total of $18.0 million, consisting of a $10.0 million term loan due January 23, 2008, a $6.0 million term loan due July 23, 2006 and a $2.0 million revolving credit facility due January 23, 2008. The $10.0 million Term A note has scheduled principal payments as follows:

March 31 and June 30, 2006	$	250,000/quarter
September 30 and December 31, 2006	$	500,000/quarter
Thereafter (until maturity)	$	750,000/quarter

      Interest on the term notes and the revolving line of credit is due quarterly in arrears at LIBOR plus 3.0% or the lender base rate (as defined in the agreement) as selected by the Company.

      The Amended and Restated Credit Facility prohibits the payment in cash of any dividends in all classes of stock for the entire term of the facility.

      The $6.0 million Term B note is guaranteed by The Lightyear Fund, L.P. In the event that we are unable to repay the $6.0 million Term B loan by July 23, 2006 and Lightyear is required to repay the Term B loan on our behalf, we are obligated to issue new Series D preferred shares to Lightyear. The Series D preferred shares will carry a 10% per annum dividend rate, will have a mandatory redemption date nine months from the date of issuance, and will require the issuance of 66,045 common stock warrants with an exercise price of $0.01 per share. We will also be required to pay a closing fee equal to 3.75% of the amount repaid by The Lightyear Fund, L.P. to Bank of America.

      Simultaneous with the execution of the Amended and Restated Credit Facility, the Company and Lightyear PBI Holdings, LLC exchanged the Lightyear Note for 10,000 shares of Series C Preferred Stock of the Company. The Series C shares have a stated redemption date of December 9, 2010 at $10.0 million and carry a 10% annual dividend rate through June 8, 2007 and thereafter increasing to 12% annually. In accordance with SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity, the Series C preferred shares will be included in the liability section of our consolidated balance sheet. Further, the originally recorded debt discount did not

F-53

GOLDLEAF FINANCIAL SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

change as a result of the exchange and it will continue to be accrued to interest expense until the stated redemption date. In connection with the conversion of the Lightyear Note into Series C Preferred Stock, the warrants that were issued as part of the Lightyear Note were amended such that the exercise price of such warrants can now be paid, at the option of their holder: (i) in cash or by wire transfer, (ii) by the surrender of shares that would otherwise be issuable upon exercise of the warrant that have a market price equal to the aggregate exercise price, or (iii) through a redemption of shares of the Company’s Series C Preferred Stock having a liquidation value equal to the aggregate exercise price. Under the terms of the amended warrant agreement and amended warrants, in the event that the Company redeems any shares of Series C Preferred Stock on or before June 23, 2007, the number of shares issuable pursuant to the warrants will be reduced in accordance with a formula set forth in the warrant agreements.

      On January 31, 2006, the Company acquired all of the outstanding capital stock of Goldleaf Technologies, Inc. (“Goldleaf Technologies”) for $17.2 million total consideration, consisting of $16.8 million in cash and $350,000 in common shares (272,342 shares). In conjunction with the Goldleaf Technologies acquisition, the Company entered into employment agreements with four of Goldleaf Technologies’ executives, which included signing bonuses totaling $1.8 million. Additionally, a total of 1.6 million common stock options with an exercise price of $1.33 were issued to certain employees of Goldleaf Technologies at closing. The acquisition will be accounted for as a purchase in accordance with SFAS No. 141 and the results of Goldleaf Technologies will be included with those of the Company beginning as of the date of acquisition.

24. SUPPLEMENTAL PRO FORMA DATA (UNAUDITED)

      As described in Note 2, the Company acquired both KVI and Captiva during 2005. Below is a pro forma consolidated statement of operations data of the Company as if these businesses were acquired as of January 1, 2005 and January 1, 2004, respectively.

	2005
	Private								Pro Forma
	Business		KVI			Captiva			Adjustments			Total
	(In thousands)
Revenues	$	38,351	$	757		$	1,713		$	—		$	40,821
										A 517
Operating expenses		34,276		935			2,289			B 393			38,410
Operating income (loss)		4,075		(178	)		(576	)		(910	)		2,411
Nonoperating expense (income)		381		91			164			C 924			1,560
Income tax provision (benefit)		1,359		—			—			D (1,027	)		332
Net income (loss)		2,335		(269	)		(740	)		(807	)		519
Preferred dividends		2,160		—			—			—			2,160
Net income (loss) available to common shareholders	$	175	$	(269	)	$	(740	)	$	(807	)	$	(1,641	)
Diluted earnings (loss) per share	$	0.01		—			—			—		$	(0.11	)

F-54

GOLDLEAF FINANCIAL SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

	2004
	Private							Pro Forma
	Business		KVI			Captiva		Adjustments			Total
	(In thousands)
Revenues	$	39,649	$	1,539		$	1,902	$	—		$	43,090
									A 693
Operating expenses		36,815		1,160			1,746		B 669			41,083
Operating income		2,834		379			156		(1,362	)		2,007
Nonoperating expense (income)		202		(44	)		84		C1,003			1,245
Income tax provision (benefit)		62		—			—		D(736	)		(674	)
Net income		2,570		423			72		(1,629	)		1,436
Preferred dividends		2,056		—			—		—			2,056
Net income (loss) available to common shareholders	$	514	$	423		$	72	$	(1,629	)	$	(620	)
Diluted earnings (loss) per share	$	0.04		—			—		—		$	(0.04	)

      The 2005 Private Business column above includes the results of KVI and Captiva from their dates of acquisition of August 1, 2005 and December 9, 2005, respectively.

      Proforma adjustments:

      A     To increase amortization expense of new intangibles recorded as a result of the KVI and Captiva transactions. The pro forma amounts utilized the $3.2 million of identified intangibles recorded (See Note 2), consisting of acquired technology ($760,000), customer lists ($1,566,000), non-competes ($715,000), and vendor program ($119,000) and are amortized over estimated average useful lives of three, ten and three years, respectively.

      B     To increase general and administrative costs for the increased salaries of the new Chief Executive Officer and Senior Vice President of Leasing based on the employment agreements executed as part of these transactions

      C     To increase interest expense for additional debt acquired by the company as consideration paid for the membership units of Captiva and KVI. Interest expense has been estimated assuming that the Lightyear PBI Holdings financing discussed above is used for the acquisitions. Therefore, the pro forma interest expense was calculated using an interest rate of 10% and includes amortization of the debt discount using the effective interest method.

      D     To record income tax effects (at an effective rate of 39%) of the pro forma adjustments of each period.

      The pro forma statement of operations data does not include stock compensation expense for the new stock options issued in conjunction with the Captiva acquisition described in Note 2 above. The stock option grants made on October 20, 2005 totaled 3.3 million and the fair value using the Black-Scholes model is $0.74 per share. The Company accounts for stock-based compensation plans under the intrinsic value-based method of accounting prescribed by Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees, and does not utilize the fair value method. If the Company expensed options under SFAS No. 123, Accounting for Stock-Based Compensation, an estimated additional $398,000 of compensation expense would have been expensed during each of the years ended December 31, 2005 and 2004, respectively. Beginning January 1, 2006, the Company will be required to expense the remaining unvested fair value of all stock options, including those issued as

F-55

GOLDLEAF FINANCIAL SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

part of this transaction. The estimated annual stock compensation expense for the stock options issued as part of the Captiva acquisition is $398,000.

      Captiva organized and began operations on April 1, 2005. On June 1, 2005, Captiva acquired all operating assets of Total Bank Technology, LLC (“TBT”). The year ended December 31, 2005 consists of the full five months results of TBT (January 1— May 31, 2005 presented separately) prior to the acquisition by Captiva along with the results of Captiva from April 1, 2005 through December 31, 2005, including the results of TBT for the months of June through December 2005. Had Captiva been in existence as of January 1, 2004, the 2004 and 2005 results would have reflected additional expenses for the management team and facilities expense of Captiva.

      The pro forma financial data are presented for informational purposes. You should not rely on the pro forma amounts as being indicative of the financial position or the results of operations of the consolidated companies that would have actually occurred had the acquisitions been effective during the periods presented or of the future financial position or future results of operations of the consolidated companies. You should read this information in conjunction with the accompanying notes thereto and with the historical consolidated financial statements and accompanying notes of the company included elsewhere in this document.

F-56

SCHEDULE II

GOLDLEAF FINANCIAL SOLUTIONS, INC.

VALUATION AND QUALIFYING ACCOUNTS

			Additions
	Balance at		Charged to		Deductions		Balance at
	Beginning of		Costs and		(Charge		End of
	Period		Expenses(1)		Offs)(1)		Period
Year ended December 31, 2005
Allowance for doubtful accounts	$	242,000	$	138,000	$	174,000	$	206,000
Year ended December 31, 2004
Allowance for doubtful accounts	$	358,000	$	31,000	$	147,000	$	242,000
Year ended December 31, 2003
Allowance for doubtful accounts	$	632,000	$	260,000	$	534,000	$	358,000

(1) Additions to the allowance for doubtful accounts are included in general and administrative expense. All deductions or charge offs are charged against the allowance for doubtful accounts.

F-57

GOLDLEAF TECHNOLOGIES, INC.

Consolidated Financial Statements

As of December 31, 2005 and 2004

and for the Years Ended December 31, 2005, 2004, and 2003

F-58

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

Goldleaf Technologies, Inc. and Subsidiary

We have audited the accompanying consolidated balance sheets of Goldleaf Technologies, Inc. and subsidiary (the “Company”) as of December 31, 2005 and 2004, and the related consolidated statements of operations, redeemable convertible preferred stock and stockholders’ deficit, and cash flows for each of the three years in the period ended December 31, 2005. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Goldleaf Technologies, Inc. and subsidiary at December 31, 2005 and 2004, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2005, in conformity with accounting principles generally accepted in the United States of America.

/s/ Grant Thornton, LLP

Raleigh, North Carolina

June 5, 2006

F-59

GOLDLEAF TECHNOLOGIES, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

December 31, 2005 and 2004

		2005			2004
		(Dollars in thousands)
Assets
Current Assets:
Cash and cash equivalents		$	1,246		$	645
Restricted cash			11,258			3,562
Accounts receivable—trade, net of allowance for doubtful accounts of $191 and $373, respectively			537			420
Prepaid and other current assets			112			87
Total Current Assets			13,153			4,714
Property and Equipment, Net			1,826			549
Other Assets:
Intangible assets, net			1,854			2,258
Goodwill			2,403			2,403
Total other assets			4,257			4,661
Total assets		$	19,236		$	9,924
Liabilities and Stockholders’ Deficit
Current Liabilities:
Accounts payable		$	478		$	427
Accrued liabilities			1,006			543
Customer deposits			11,258			3,562
Current portion of capital lease obligations			256			107
Deferred revenue			2,735			2,220
Line of credit			—			300
Total current liabilities			15,733			7,159
Deferred Revenue, net of current portion			4,301			3,359
Capital Lease Obligations, net of current portion			1,322			256
Total liabilities			21,356			10,774
Commitments and Contingencies
Redeemable Convertible Preferred Stock, 30,000,000 shares authorized (5,000,000 undesignated):
Series A convertible, $0.01 par value; 25,000,000 shares authorized; 22,500,000 shares issued and outstanding in each period; aggregate			—			—
	redemption amount of $21,297		19,429			16,514
Stockholders’ Deficit:
Common stock, $0.01 par value 50,000,000 shares authorized and 8,562,964 shares issued and outstanding in each period			86			86
Additional paid-in capital			2,606			2,606
Accumulated deficit			(24,241	)		(20,056	)
Total Stockholders’ Deficit			(21,549	)		(17,364	)
Total Liabilities and Stockholders’ Deficit		$	19,236		$	9,924

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

F-60

GOLDLEAF TECHNOLOGIES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Years Ended December 31, 2005, 2004 and 2003

	2005			2004			2003
	(In thousands)
Revenues:
Total revenues	$	9,412		$	6,046		$	4,892
Cost of revenues		3,126			1,769			1,635
Gross profit		6,286			4,277			3,257
Operating Expenses:
General and administrative		4,590			2,987			2,347
Selling and marketing		2,450			2,747			1,960
Research and development		152			170			332
Amortization		403			403			403
Total operating expenses		7,595			6,307			5,042
Operating Loss		(1,309	)		(2,030	)		(1,785	)
Interest Income (Expense), Net		39			(26	)		(8	)
Loss Before Income Taxes		(1,270	)		(2,056	)		(1,793	)
Income tax provision (benefit)		—			—			—
Net Loss		(1,270	)		(2,056	)		(1,793	)
Accretion of preferred stock dividends and redemption		(2,915	)		(2,585	)		(2,294	)
Net Loss Allocable to Common Stockholders	$	(4,185	)	$	(4,641	)	$	(4,087	)

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

F-61

GOLDLEAF TECHNOLOGIES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK

AND STOCKHOLDERS’ DEFICIT

For the Years Ended December 31, 2005, 2004 and 2003

	Shares of
	Redeemable
	Convertible				Shares of		Additional
	Preferred				Common		Paid-in		Accumulated
	Stock		Amount		Stock		Capital		Deficit		Amount			Total
	(In thousands)
Balance January 1, 2003		22,500	$	11,635		8,563	$	86	$	2,606	$	(11,328	)	$	(8,636	)
Accretion of preferred stock dividends and redemption premium		—		2,294		—		—		—		(2,294	)		(2,294	)
Comprehensive income:
2003 net loss		—		—		—		—		—		(1,793	)		(1,793	)
Balance December 31, 2003		22,500	$	13,929		8,563	$	86	$	2,606	$	(15,415	)	$	(12,723	)
Accretion of preferred stock dividends and redemption premium		—		2,585		—		—		—		(2,585	)		(2,585	)
Comprehensive income:
2004 net loss		—		—		—		—		—		(2,056	)		(2,056	)
Balance December 31, 2004		22,500	$	16,514		8,563	$	86	$	2,606	$	(20,056	)	$	(17,364	)
Accretion of preferred stock dividends and redemption premium		—		2,915		—		—		—		(2,915	)		(2,915	)
Comprehensive income:
2005 net loss		—		—		—		—		—		(1,270	)		(1,270	)
Balance December 31, 2005		22,500	$	19,429		8,563	$	86	$	2,606	$	(24,241	)	$	(21,549	)

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

F-62

GOLDLEAF TECHNOLOGIES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2005, 2004 and 2003

	2005			2004			2003
	(In thousands)
Cash Flows From Operating Activities:
Net loss	$	(1,270	)	$	(2,056	)	$	(1,793	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		789			548			490
Changes in assets and liabilities:
Accounts receivable		(117	)		11			(71	)
Prepaid and other current assets		(25	)		(57	)		6
Accounts payable		51			42			220
Accrued liabilities		463			26			252
Deferred revenue		1,457			1,539			1,038
Net cash provided by operating activities		1,348			53			142
Cash Flows From Investing Activities:
Additions to property and equipment		(255	)		(88	)		(65	)
Net cash used in investing activities		(255	)		(88	)		(65	)
Cash Flows From Financing Activities:
Repayments on capitalized lease obligations		(192	)		(65	)		(7	)
Net (payments) proceeds from revolving line of credit		(300	)		150			—
Net cash (used in) provided by financing activities		(492	)		85			(7	)
Net Change in Cash and Cash Equivalents		601			50			70
Cash and Cash Equivalents at beginning of year		645			595			525
Cash and Cash Equivalents at end of year	$	1,246		$	645		$	595
Supplemental Cash Flow Information:
Cash payments of interest during period	$	96		$	28		$	10
Supplemental Non-cash Disclosures:
Dividends and redemption premium accreted on preferred stock	$	2,915		$	2,585		$	2,294
Property and equipment acquired by capital lease	$	1,407		$	292		$	143

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

F-63

GOLDLEAF TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Organization

      Goldleaf Technologies, Inc. and its wholly-owned subsidiary, Goldleaf Payment Systems, Inc. (collectively, the “Company”) was incorporated under the laws of the state of Delaware for the purpose of designing and hosting financial institutions’ websites, providing automated clearing house (“ACH”) transaction origination and processing services and remote check capture transaction origination and processing services. The Company operates primarily in the United States, Caribbean, and Central America. Its customers consist of financial institutions of various sizes, primarily community financial institutions. The Company has one majority-owned subsidiary, Goldleaf Payments Systems, LLC (“GPS”).

      The market for the Company’s services is concentrated in the financial institution industry. There are an increasing number of competitors and alternative products available and rapid consolidations in the financial institution industry. Consequently, the Company is exposed to a high degree of concentration risk relative to the financial institution industry environment.

Principles of Consolidation

      The consolidated financial statements include the accounts of the Company and its majority-owned subsidiary. All significant inter company transactions and balances have been eliminated.

Cash and Cash Equivalents

      The Company considers all highly liquid investments that mature in three months or less to be cash equivalents. The Company maintains cash and cash equivalents with high quality financial institutions; however, at times, deposits have exceeded the amount insured by the Federal Deposit Insurance Corporation.

Restricted Cash

      The Company, through its originator direct product offering, maintains custodial bank accounts on behalf of certain customers. The bank accounts are in the Company’s name as custodian and therefore are required to be shown as restricted cash with an offsetting liability reflected as customer deposits in the accompanying balance sheets.

Property and Equipment

      Property and equipment are recorded at cost. Depreciation is calculated using the straight-line method over 5 years for furniture and equipment, 5 years for computer equipment and 3 years for purchased software. Expenditures for maintenance and repairs are charged to expense as incurred, whereas expenditures for renewals and betterments are capitalized.

      In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the Company reviews its long-lived assets and certain identifiable intangible assets (Note 3) for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recovered. If the sum of the expected undiscounted future cash flows from the use of an asset and its eventual disposition is less than the carrying amount of the asset, an impairment loss is recognized based on the fair value of the asset. No such impairment losses were identified in 2005, 2004 and 2003.

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GOLDLEAF TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Accounts Receivable and Allowance for Doubtful Accounts

      As of December 31, 2005 and 2004, the Company’s accounts receivable included unbilled accounts receivable of $178,000 and $77,000.

      The Company estimates its allowance for doubtful accounts on a case-by-case basis, based on the facts and circumstances surrounding each potentially uncollectible receivable. An allowance is also maintained for expected billing adjustments and for accounts that are not specifically reviewed that may become uncollectible in the future. Uncollectible receivables are written-off in the period management believes it has exhausted every opportunity to collect payment from the customer. The Company considers customer balances in excess of sixty days past due to be delinquent and thus subject to consideration for the allowance for doubtful accounts.

Intangible Assets

      On January 1, 2002, the Company adopted SFAS No. 142, Goodwill and Other Intangible Assets (“SFAS No. 142”). SFAS No. 142 addresses how intangible assets and goodwill should be accounted for upon and after their acquisition. Specifically, goodwill and intangible assets with indefinite useful lives are not amortized, but are subject to impairment tests based on their estimated fair value.

      Intangible and other assets consist primarily of the excess of purchase price over the fair value of the net tangible assets acquired as a result of the Company’s acquisition of assets from Certegy E-Banking Services, Inc. in July 2001.

      The Company performed annual impairment evaluations of its intangible assets and goodwill as of each year end in the three year period ended December 31, 2005. The results of those evaluations did not result in an impairment of any of the intangibles or goodwill.

Revenue Recognition

Revenue Recognition

      The Company has three primary products from which its revenues are generated; ACH Manager and Client, Remote Deposit and web-site design and hosting.

ACH Manager and Client (“ACH”) and Remote Deposit Revenue

      The ACH and Remote Deposit products are accounted for in accordance with EITF No. 00-21, Revenue Arrangements with Multiple Deliverables. These products are licensed under automatically renewing agreements, which allow the licensees use of the software for the term of the agreement (typically five years) and each renewal period. Typically, there is an up-front fee, an annual or monthly maintenance fee for each year of the contract, and per transaction fees for processing of ACH and Remote Deposit transactions. The Company also offers training services on a per training day basis if the customer requests training. The Company has not established sufficient evidence of stand-alone value of the distinct elements of the arrangement and therefore has deferred the up-front fees and is amortizing them to revenue over the estimated life of the customer relationship, which was estimated at six years for the ACH revenue stream and five years for the Remote Deposit revenue stream, for the periods presented in the accompanying financial statements. The annual maintenance fee covers phone support and any and all unspecified software enhancements and upgrades. Annual maintenance fees are deferred and recognized into income over the one-year life of the maintenance agreement. Monthly maintenance fees are recognized on a monthly basis as earned. The transaction fees are recognized monthly as the transactions occur. Training is recognized when delivered based on the fair value of the training services when delivered separately.

F-65

GOLDLEAF TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Web-site Design and Hosting

      The Company offers financial institution web-site design services as well as hosting services for the web-site once design is complete. The Company charges an up-front fee for the design services and charges a monthly web-site hosting fee each month of the contract, which is typically five years. Typically included in the monthly hosting fee is a limited amount of web-site maintenance hours each month. Any maintenance work exceeding the designated number of hours included in the monthly hosting fee are billed at an agreed to hourly rate as the services are rendered. The Company accounts for the web-site design and hosting services in accordance with EITF No. 00-21. The Company has not established objective and reliable evidence of fair value of the undelivered elements (the hosting and maintenance services) and therefore has deferred the up-front design fees and amortized to revenue over the estimated life of the customer, which was estimated at five years for the periods presented in the accompanying financial statements. Monthly hosting and maintenance revenues are recognized on a monthly basis as earned.

      The Company generates other miscellaneous revenue throughout the year which are recognized as revenue in the period earned.

Income Taxes

      The Company accounts for income taxes under SFAS No. 109, Accounting for Income Taxes. Under the asset and liability method of SFAS No. 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is recorded, as necessary, to reduce net deferred tax assets to an amount which management believes is more likely than not to be realized.

Concentration of Revenues

      Substantially all of the Company’s revenues are generated from financial institutions.

Stock Based Compensation

      The Company has elected to account for its stock-based compensation plans under the intrinsic value-based method of accounting prescribed by Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees, and does not utilize the fair value method. However, the Company has adopted the disclosure requirements of SFAS No. 123, Accounting for Stock-Based Compensation, and has adopted the additional disclosure requirements as specified in SFAS No. 148, Accounting For Stock-Based Compensation-Transition and Disclosure, for the three years ended December 31, 2005.

      The following table illustrates the effect on net loss available to common shareholders if the fair value based method had been applied to all outstanding and unvested awards in each period.

	2005			2004			2003
	(In thousands, except per share data)
Net loss, as reported	$	(1,270	)	$	(2,056	)	$	(1,793	)
Add: Total stock-based employee compensation expense determined under fair value based method for all awards		(63	)		(87	)		(41	)
Pro forma net loss	$	(1,333	)	$	(2,143	)	$	(1,834	)

F-66

GOLDLEAF TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Software Development Costs

      The Company capitalizes costs of internally used software when application development begins in accordance with American Institute of Certified Public Accounts’ Statement of Position (“AICPA SOP”) No. 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use. This is generally defined as the point when research and development have been completed, the project feasibility is established, and management has approved a development plan. Many of the costs capitalized for internally used software are related to upgrades or enhancements of existing systems. These costs are only capitalized if the development costs will result in specific additional functionality of the existing system, and are capitalized at the point that application development begins. Typically these costs are amortized on a straight-line basis over a three to five year time period.

      At December 31, 2005 and 2004, there were no capitalized software development costs as no projects had met the capitalization criteria. There was no amortization expense associated with capitalized software development costs for the three years ended December 31, 2005.

Fair Value of Financial Instruments

      To meet the reporting requirements of SFAS No. 107, Disclosures About Fair Value of Financial Instruments, the Company estimates the fair value of financial instruments. At December 31, 2005 and 2004, there were no material differences in the book values of the Company’s financial instruments and their related fair values. Financial instruments primarily consist of cash, accounts receivable, accounts payable and debt instruments.

Advertising Costs

      The Company expenses all advertising costs in the period incurred. Such costs were immaterial in each period presented.

Comprehensive Income

      The Company applies the provisions of SFAS No. 130, Reporting Comprehensive Income. SFAS No. 130 requires that the changes in the amounts of certain items, including gains and losses on certain securities, be shown in the financial statements as a component of comprehensive income. The Company reports comprehensive income as a part of the consolidated statements of stockholders’ equity (deficit).

Segment Disclosures

      The Company applies the provisions of SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information. SFAS No. 131 establishes standards for the method that business enterprises report information about operating segments in annual and interim financial statements. SFAS No. 131 also establishes standards for related disclosures about products and services, geographic area and major customers. The Company operates in only one industry segment, financial institution services.

Use of Estimates

      The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the

F-67

GOLDLEAF TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Recent Accounting Pronouncements

      In December 2004, the FASB issued SFAS No. 123 (Revised 2004) Share-Based Payment (“SFAS No. 123R”). SFAS No. 123R replaces SFAS No. 123 and supersedes APB Opinion No. 25. SFAS No. 123R is effective as of the beginning of the first annual reporting period that begins after December 15, 2005 and therefore the Company had planned to adopt SFAS 123R on January 1, 2006. However, as discussed in Note 13, the Company was acquired on January 31, 2006, and as part of that transaction all equity instruments of the Company were cancelled at that time.

2. PROPERTY AND EQUIPMENT

      Property and equipment are classified as follows:

	2005			2004
	(In thousands)
Purchased software	$	299		$	235
Computer equipment		2,040			481
Furniture and equipment		216			176
		2,555			892
Less accumulated depreciation		(729	)		(343	)
	$	1,826		$	549

      Depreciation expense was approximately $386,000, $145,000, and $87,000 for the years ended December 31, 2005, 2004 and 2003, respectively.

3. INTANGIBLE AND OTHER ASSETS

      Intangible and other assets consist of the following:

	2005		2004
	(In thousands)
Customer lists, net of accumulated amortization of $823 and $634, respectively; estimated life of 10 years; (remaining weighted average life of 67 months)	$	1,068	$	1,258
Acquired technology, net of accumulated amortization of $946 and $732, respectively; estimated life of 7 years; (remaining weighted average life of 31 months)		554		768
Tradename		232		232
	$	1,854	$	2,258

      Amortization expense of identified intangible assets during the years ended December 31, 2005, 2004 and 2003 was approximately $403,000, $403,000, and $403,000, respectively.

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GOLDLEAF TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

      The estimated amortization expense of intangible assets during the next five years is as follows (in thousands):

	(In thousands)
2006	$	403
2007		403
2008		315
2009		189
2010		189
2011 and thereafter		123
	$	1,622

4. ACCRUED LIABILITIES

      Accrued liabilities consist of the following:

	2005		2004
	(In thousands)
Bonuses, Commissions and other payroll costs	$	345	$	52
Prepaid customer training fees		96		97
Sales tax accrual		439		303
Other		126		91
	$	1,006	$	543

5. REVOLVING LINES OF CREDIT

      During the three years ended December 31, 2005, the Company maintained a $300,000 revolving line of credit with the Bank of Nashville. During the period, this line of credit bore interest at a rate of prime plus 1%. The Company borrowed funds on this line from time to time during the period and at December 31, 2004, the outstanding balance was $300,000. This line of credit was closed on September 26, 2005.

      Additionally, during 2005, the Company opened a $1,000,000 revolving line of credit with First Premier Bank. Availability on this line of credit was limited to 75% of eligible accounts receivable. The line bears interest at the prime rate (7.25% at December 31, 2005) plus .5%. As of December 31, 2005, there were no borrowings outstanding on this line of credit. The First Premier Bank facility had restrictive financial covenants including a minimum working capital requirement and a maximum debt to net worth ratio and a minimum fixed charge coverage ratio. This line of credit was not renewed when it expired on April 1, 2006.

6. CAPITAL LEASE OBLIGATIONS

      During 2004 and 2005, the Company entered into capital lease agreements for certain computer equipment, office equipment and software. The leases are due in monthly installments through May, 2010. Borrowings are collateralized by the leased property and bear interest at rates ranging from 3.62% to 9.75%. At December 31, 2005 and 2004, the net book value of the assets under these capital leases totaled $1,327,428 and $357,500, respectively, and are included in their respective captions for property

F-69

GOLDLEAF TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

and equipment. As of December 31, 2005, the future maturities of the Companies capital lease obligations are as follows:

	(In thousands)
2006	$	363
2007		452
2008		472
2009		430
2010		143
		1,860
Less — Amount representing interest		(282	)
		1,578
Less — Current portion		(256	)
	$	1,322

7. INCOME TAXES

      No provision for federal or state income taxes has been recorded as the Company has cumulative net operating loss carry forwards exceeding the amount of current year taxable income.

      A reconciliation of the tax provision from the U.S. federal statutory rate of 34% to the effective rate for the three years ended December 31, 2005 is as follows:

	2005			2004			2003
	(In thousands)
Tax expense (benefit) at U.S. federal statutory rate	$	(432	)	$	(699	)	$	(610	)
State tax expense (benefit), net of reduction to federal taxes		(58	)		(94	)		(82	)
Expenses not deductible		13			8			19
Other		22			—			—
Change in valuation allowance		455			785			673
Income tax provision (benefit), net	$	—		$	—		$	—

      Significant components of the Company’s deferred tax assets and liabilities, using an average tax rate of 39% at December 31, 2005 and 2004, respectively are as follows:

			2005			2004
			(In thousands)
Deferred tax assets:
	Deferred revenue		$	2,418		$	1,884
	Allowances on assets			74			144
	Property and equipment and capitalized software costs			432			293
	Net operating loss and AMT carryforwards			1,400			1,584
	Accrued expenses			170			117
				4,494			4,022
		Less: valuation allowance		(4,436	)		(3,981	)
		Net deferred tax assets		58			41
Deferred tax liabilities: Intangible assets				58			41
		Deferred tax assets	$	0		$	0

      At December 31, 2005 and 2004, the Company provided a full valuation allowance against its net deferred income tax assets as management has concluded that realization of these benefits could not be

F-70

GOLDLEAF TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

reasonably assured. The increase in the valuation allowance resulted primarily from the reduction in net operating loss carryforwards and other deferred tax assets

      The Company has gross net operating loss carryforwards of approximately $2.3 million available as of December 31, 2005 for both federal and state tax purposes. These NOL carryforwards are available to offset future taxable income and expire at various times through 2020. The utilization of the federal net operating loss carryforwards may be subject to limitation under the rules regarding a change in stock ownership as determined by the Internal Revenue Code.

8. REDEEMABLE CONVERTIBLE PREFERRED STOCK

      During 2001 and 2002, the Company issued 22,500,000 shares of Series A Convertible Preferred Stock in exchange for $9,000,000. Each share of Series A Preferred can be converted to common stock at the option of the shareholder at a one-to-one conversion rate. The conversion rate will be adjusted for common stock splits, reverse common stock splits, dividends and distributions. The holder of each share of Series A Preferred is entitled to the number of votes equal to the number of shares of common stock into which such shares of Series A Preferred would be convertible. The preferred stock is entitled to cumulative dividends, in preference to the holders of any and all other classes of capital stock of the Company, at a rate of 9% per annum commencing on the date of issuance.

      In the event of any liquidation, dissolution or winding up of the Corporation which does not qualify as a Qualifying Liquidation, either voluntary or involuntary, the holders of Series A Preferred are entitled, at their election, to receive, prior and in preference to any distribution to the holders of common stock, an amount per share equal to the sum of $.40 for each outstanding share of Series A Preferred and an amount equal to accrued but unpaid dividends on such shares. Upon completion of this Series A Preferred liquidation distribution, any additional assets of the Company available for distribution to stockholders shall be distributed among the holders of the Series A Preferred Stock and the holders of common stock on a pro rata basis of shares of common stock held by each, on an as converted basis.

      At any time on or after August 1, 2006, upon the receipt of written notice or notices delivered to the Corporation by the holders of the majority of the outstanding shares of Series A Preferred, the Company shall redeem all, or any portion of the then outstanding shares of Series A Preferred Stock held by such Electing Holders by paying in cash to the holders thereof in respect of each share the Redemption Price.

      The Redemption Price payable for each redeemed share of Series A Preferred will be equal to the greater of a) the Appraised Value of share as of the date of the request for redemption b) the Original Series A Issue Price plus an amount equal to all accrued but unpaid dividends on each share, plus a per annum amount for the period such share has been issued and outstanding equal to 12% (accrued and compounded in a daily basis from the Series A Original Issue Date).

      The Series A Preferred shares were initially recorded at the total net proceeds received by the Company upon issuance. The difference between the total net proceeds at issuance and the total redemption price is charged to retained earnings or accumulated deficit over the period from issuance until redemption first becomes available. The amount of accretion recognized during each period is determined by using the effective interest rate method. For the years ended December 31, 2005, 2004 and 2003, the accretion recognized was approximately $2,915,000 , $2,585,000 and $2,294,000, respectively.

      The Series A Convertible Preferred Stock was acquired subsequent to December 31, 2005 as discussed in Note 13.

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GOLDLEAF TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

9. EMPLOYEE STOCK OPTION PLAN AND WARRANTS

      The Company has one stock option plan: the 2001 Incentive Stock Option Plan. Options under this plan include non-qualified and incentive stock options and are issued to officers, key employees and directors of the Company. The Company has reserved 3,500,000 shares of common stock for this plan under which the options are granted at a minimum of 100% of the fair market value of common stock on the date of the grant, expire 10 years from the date of the grant and are exercisable at various times determined by the Board of Directors. The Company applies APB No. 25 in accounting for its options and, accordingly, no compensation cost has been recognized.

      A summary of the status of the Company’s stock options is as follows:

		Number of			Weighted Average		Weighted Average
		Shares			Exercise Price		Contractual Life
Balance at December 31, 2002			1,188,778		$	0.40		8.5 years
	Granted		527,000			0.40
	Exercised		0			0.40
	Canceled		(9,000	)		0.40
Balance at December 31, 2003			1,706,778		$	0.40		8 years
	Granted		777,000			0.40
	Exercised		0			0.40
	Canceled		(7,500	)		0.40
Balance at December 31, 2004			2,476,278		$	0.40		7.6 years
	Granted		0			0.40
	Exercised		0			0.40
	Canceled		(30,000	)		0.40
Balance at December 31, 2005			2,446,278		$	0.40		6.6 years

      At the end of 2005, 2004 and 2003, the number of options exercisable was approximately 2,190,000, 1,782,000, and 1,074,000, respectively, and the weighted average exercise price of these options was $0.40 in each period.

      SFAS No. 123 requires that compensation expense related to options granted be calculated based on the fair value of the options as of the date of grant. Since the Company is not a public entity, the Company has calculated an estimated fair market value for all stock options granted using the minimal value method, which omits volatility. Under SFAS No. 123, the weighted average fair value of the 2004, 2003 and 2002 option grants at the date of grant was approximately $0.12, $0.10, and $0.10 per share, respectively. The fair value was calculated using a weighted average risk-free rate of 3.90%, 3.96%, and 4.97%, and expected dividend yield of 0% for 2004, 2003, and 2002 option grants, respectively, and an expected life of the options of 7 years for each option grant.

      During 2001, the Company granted common stock warrants totaling 1,060,500 at a weighted average exercise price of $0.60 per common share. The warrants were granted to a former preferred stockholder as an inducement to convert the shareholder’s preferred shares into common shares. The warrants were fully vested on the grant date. The warrants were cancelled on January 31, 2006 in connection with the transaction described in Note 13.

10. COMMITMENTS AND CONTINGENCIES

Operating Leases

      The Company leases office space and office equipment under various operating lease agreements, which expire periodically through 2010. Rent expense for the years ended December 31, 2005, 2004 and

F-72

GOLDLEAF TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

2003 totaled approximately $522,000, $167,000, and $246,000, respectively, and is included in general and administrative expense in the consolidated statements of operations.

      As of December 31, 2005, the future minimum lease payments relating to operating lease obligations are as follows:

	(In thousands)
2006	$	468
2007		459
2008		210
2009		182
2010		152
	$	1,471

Legal Proceedings

      We are not currently a party to, and none of our material properties is currently subject to, any material litigation other than routine litigation incidental to our business.

11. EMPLOYEE BENEFIT PLANS

      The Company has an employee savings plan, the Goldleaf Technologies, Inc. 401(k) Profit Sharing Plan (the “Plan”), which permits participants to make contributions by salary reduction pursuant to section 401(k) of the Internal Revenue Code. The Company can make matching contributions at its discretion. Employees are eligible for participation beginning with the quarter immediately following one year of service. The Company did not make any contributions to the Plan in 2005, 2004 and 2003, respectively

12. RELATED PARTY TRANSACTIONS

      During the years ended December 31, 2005, 2004 and 2003, the Company rented office space to a related party in exchange for insurance brokerage and human resources services. Additionally, the Company processes payroll for the insurance brokerage firm. The Company was charged approximately $72,000, $31,000, and $63,000 for insurance and human resource related services during the years ended December 31, 2005, 2004 and 2003, respectively. The Company was reimbursed approximately $15,000, $11,000 and $1,000 for payroll processing and health insurance benefits for employees of the insurance brokerage firm.

      The Company hosts the web-site for Colonial Bank, who owns all of the Company’s Series A convertible preferred stock. The Company received revenues totaling approximately $8,000, $11,000 and $11,000 for such web-site hosting services in the years ended December 31, 2005, 2004 and 2003, respectively.

      The Company received computer programming services in 2003 from a vendor that is minority owned by the CEO of Goldleaf. The fees paid for these services totaled approximately $10,000. Additionally, beginning in 2005, the Company began to host this vendor’s web-site and was paid approximately $20,000 for these services during 2005.

13. SUBSEQUENT EVENTS (UNAUDITED)

      On January 31, 2006, all of the outstanding capital stock of the Company was acquired by Private Business, Inc., (“PBiz”) for $17.2 million total consideration, consisting of $16.8 million in cash and $350,000 in common stock of PBiz. The Company’s operating results will be included with those of PBiz beginning as of the date of acquisition.

F-73

TOTAL BANK TECHNOLOGY, L.L.C.

Financial Statements

For the Year Ended December 31, 2004

And

Independent Auditors’ Report

F-74

TOTAL BANK TECHNOLOGY, L.L.C.

TABLE OF CONTENTS

	Page
Independent Auditors’ Report		F-76
Financial Statements for the Year Ended December 31, 2004
Balance Sheet		F-77
Statement of Operations		F-78
Statement of Members’ Equity		F-79
Statement of Cash Flows		F-80
Notes to Financial Statements		F-81 – F-84

F-75

Independent Auditors’ Report

Board of Directors

Total Bank Technology, L.L.C.

Denver, Colorado

We have audited the accompanying balance sheet of Total Bank Technology, L.L.C. as of December 31, 2004, and the related statements of operations, members’ equity and cash flows the year then ended. These financial statements are the responsibility of Total Bank Technology, L.L.C.’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our report dated January 26, 2005, our opinion on the 2004 financial statements was qualified because of the effects of the Company amortizing its goodwill rather than evaluating goodwill for impairment annually and recognizing impairment in the period it occurs. As explained in Note 9, the Company has restated its 2004 financial statements to reflect goodwill at its unamortized balance and has tested such goodwill for impairment as required by U.S. generally accepted accounting principles. Accordingly, our present opinion on the 2004 financial statements, as presented herein, differs from that previously expressed.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Total Bank Technology, L.L.C. as of December 31, 2004, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Stockman Kast Ryan & Co., LLP

January 26, 2005, except as to the 3rd paragraph above

and Notes 9 and 10, which are as of April 14, 2006

Colorado Springs, Colorado

F-76

TOTAL BANK TECHNOLOGY, L.L.C.

BALANCE SHEET

December 31, 2004

Assets
Current Assets
Cash and cash equivalents	$	130,821
Accounts receivable		162,971
Other current assets		68,289
Total current assets		362,081
Equipment, Software and Leasehold Improvements
Equipment and software		2,315,120
Leasehold improvements		31,361
Total		2,346,481
Accumulated depreciation and amortization		(1,781,345	)
Net equipment, software and leasehold improvements		565,136
Other Assets
Goodwill, as restated		1,084,093
Deposits		5,100
Total other assets		1,089,193
Total Assets	$	2,016,410
Liabilities and Members’ Equity
Current Liabilities
Current portion of notes payable	$	254,858
Accounts payable		15,531
Accrued expenses		44,866
Deferred revenue		67,755
Customer postage deposits		25,200
Total current liabilities		408,210
Long-Term Liabilities
Notes payable		1,026,017
Customer service deposits		75,064
Total liabilities		1,509,291
Members’ Equity, as restated		507,119
Total Liabilities and Members’ Equity	$	2,016,410

See notes to financial statements.

F-77

TOTAL BANK TECHNOLOGY, L.L.C.

STATEMENT OF OPERATIONS

For the Year Ended December 31, 2004

Sales
Imaging	$	1,019,133
Data processing		882,520
Total		1,901,653
Operating Expenses
Imaging		221,806
Data processing		355,151
Salaries and benefits		705,496
General and administrative, as restated		463,728
Total operating expenses		1,746,181
Income from Operations		155,472
Other Income (Expense)
Interest expense		(83,967	)
Other income		530
Other expense—net		(83,437	)
Net Income	$	72,035

See notes to financial statements

F-78

TOTAL BANK TECHNOLOGY, L.L.C.

STATEMENT OF MEMBERS’ EQUITY

For the Year Ended December 31, 2004

Balance, January 1, 2004	$	—
Net income, as restated		72,035
Members’ contributions, as restated		435,084
Balance, December 31, 2004	$	507,119

See notes to financial statements.

F-79

TOTAL BANK TECHNOLOGY, L.L.C.

STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2004

Operating Activities
Net income, as restated			$	72,035
Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation and amortization, as restated			319,629
	Changes in operating assets and liabilities:
		Accounts receivable		6,569
		Other current assets		14,087
		Accounts payable and accrued expenses		8,582
		Deferred revenue and customer deposits		(1,534	)
Net cash provided by operating activities				419,368
Investing Activities—Net cash used in investing activities, purchases of property and equipment				(108,902	)
Financing Activities
Advances on line of credit				1,800
Payments on line of credit				(1,800	)
Members’ contributions to capital				50,000
Principal payments on notes payable				(239,948	)
Net cash used in financing activities				(189,948	)
Net Increase in Cash and Cash Equivalents				120,518
Cash and Cash Equivalents, January 1, 2004				10,303
Cash and Cash Equivalents, December 31, 2004			$	130,821
Supplemental Cash Flow Information
Interest paid			$	84,378
Non-Cash Financing Activities
Members’ non-cash contributions, as restated			$	385,084

See notes to financial statements.

F-80

TOTAL BANK TECHNOLOGY, L.L.C.

NOTES TO FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General

      Total Bank Technology, L.L.C. (the Company) provides data processing, data-capture, item handling services and state of the art imaging services to financial institution clients, including stockholders of the Company, located in Colorado.

      On January 1, 2004, the Company was formed as a Limited Liability Company to continue the business of its predecessor, Total Bank Technology Solutions, Inc. (Total Bank, Inc.). On the date of formation, the Company recorded the assets contributed by its members, who had previously acquired them from Total Bank, Inc., at their book values as recorded by Total Bank, Inc.

Revenue Recognition

      Service revenue associated with long-term agreements is recognized on a straight-line basis over the contractual term of the agreement. Deferred revenue represents accounts billed in advance. Revenue from equipment sales is recorded upon shipment.

Computer Software Costs

      Software reflects the capitalized cost of developing programs for the banking system. The Company capitalizes internal software costs upon the establishment of technological feasibility for the product. The establishment of technological feasibility and the ongoing assessment of the recoverability of these costs requires considerable judgment by management with respect to certain external factors including, but not limited to, anticipated future gross product revenue, estimated economic life and changes in software and hardware technology. Software costs, both purchased and internally developed, are amortized over three to five years. The unamortized balance as of December 31, 2004 is $199,312 and amortization recognized during 2004 was $200,388.

Cash and Cash Equivalents

      Cash and cash equivalents include checking accounts, money market accounts and highly liquid investments maturing within three months of acquisition.

Accounts Receivable

      Accounts receivable are considered by management to be fully collectible and, accordingly, no allowance for doubtful accounts is considered necessary.

Equipment and Leasehold Improvements

      Equipment and leasehold improvements are recorded at cost. Maintenance, repairs and minor renewals are expensed as incurred. Depreciation is computed using the straight-line method based on estimated useful lives of 5 to 7 years for equipment. Leasehold improvements are amortized over the life of the lease. Depreciation and amortization expense for the year ended December 31, 2004 was $119,241.

Goodwill

      As discussed in Note 9, the Company previously amortized goodwill resulting from the acquisition of FTS 2000, Inc. over fifteen years. The Company has restated its 2004 financial statements to reflect

F-81

TOTAL BANK TECHNOLOGY, L.L.C.

NOTES TO FINANCIAL STATEMENTS—(Continued)

goodwill at its net book balance as of December 31, 2001 and has tested such goodwill for impairment as of December 31, 2004.

Income Taxes

      Effective January 1, 2004, the Company elected to be treated as a limited liability company. Accordingly, income or losses of the Company are included in the income tax returns of the members of the Company. The prior net operating losses of Total Bank, Inc. that created a deferred tax asset were utilized by the shareholders of Total Bank, Inc. upon the distribution of assets to them.

Use of Estimates

      Preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

2. NOTES PAYABLE

      Notes payable consist of the following:

Note payable to individual bearing interest at 5.9%, due in monthly installments of principal and interest of $23,880 through October 2009, secured by all assets of the Company	$	1,202,494
Note payable to individual bearing interest at 7%, due in monthly installments of principal and interest of $3,146 through March 2007, secured by all assets of the Company		78,381
		1,280,875
Less current portion		254,858
Long-term portion	$	1,026,017
The notes mature as follows:
2005	$	254,858
2006		270,696
2007		258,539
2008		264,318
2009		232,464
	$	1,280,875

3. LINES OF CREDIT

      The Company has a $40,000 line of credit agreement with a bank which is a member of the Company. The line bears interest at the prime rate plus 1.5% and is unsecured. The agreement expires October 15, 2005 when all borrowings become due. The Company has no balance outstanding as of December 31, 2004.

      The Company has a $30,000 line of credit agreement with a bank which is a member of the Company. The line bears interest at 11%, is renewable annually, and is unsecured. The Company has no balance outstanding as of December 31, 2004.

F-82

TOTAL BANK TECHNOLOGY, L.L.C.

NOTES TO FINANCIAL STATEMENTS—(Continued)

4. CUSTOMER DEPOSITS

      Customer deposits for postage and one month’s services have been collected and reflected as liabilities. Postage charges are reflected as current liabilities and are offset monthly as the Company incurs charges for mailing statements. Customer service deposits represent the last month of service of a contract and are reflected as long-term liabilities as these contracts do not expire within one year.

5. COMMITMENTS

      The Company has entered into licensing agreements and contracts to provide imaging and data processing services for periods ranging from one to five years at fixed prices as articulated in the agreements. Some of the agreements are with member banks.

6. EMPLOYEE BENEFIT PLAN

      The Company has a simple IRA plan for all employees who have received over $5,000 in compensation during any one preceding calendar year and are reasonably expected to receive at least $5,000 in compensation for the current calendar year. The Company contributes three percent of each eligible employee’s compensation to the plan. All contributions to the plan are fully vested and nonrefundable. Contributions for the year amounted to $9,456.

7. RELATED PARTY TRANSACTIONS

      The Company provides imaging and data processing services to, borrows funds from and has checking accounts with certain banks which are members of the Company. During the year ended December 31, 2004, the Company recorded $726,707 in revenue and as of December 31, 2004, the Company has $68,681 in accounts receivable from these member banks. Service deposits of $40,459 from these members are held at December 31, 2004.

8. OPERATING LEASE

      The Company leases office space under an operating lease agreement that expires on July 31, 2007. Rent expense for the year was $54,000. The following are future minimum lease payments under the lease:

2005	$	54,000
2006		54,000
2007		31,500
Total	$	139,500

9. GOODWILL

      The accompanying financial statements have been restated to reflect goodwill resulting from the January 1, 2001 acquisition of FTS 2000, Inc. at its net book balance of $1,084,093 as of December 31, 2001. The Company has evaluated this balance for impairment as of December 31, 2004 based on the sale of assets discussed in Note 10. The Company had previously amortized its goodwill over a fifteen year period which was not in conformity with Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets.

      The effect of this change was to increase net income for 2004 by $72,273, member contributions as of January 1, 2004 by $216,819 and members’ equity as of December 31, 2004 by $289,092.

F-83

TOTAL BANK TECHNOLOGY, L.L.C.

NOTES TO FINANCIAL STATEMENTS—(Continued)

10. SALE OF ASSETS

      On May 31, 2005 the Company sold all of its assets, including its customer agreements, software, fixed assets, interests in real estate and other leases, and net current assets to Integra Group, LLC (subsequently renamed Captiva Solutions, LLC), a Georgia limited liability company. The Company received cash consideration of $2,780,875, $150,000 of which was escrowed to not later than December 31, 2005 for settlement of any indemnification claims. No such items were identified and the escrow amount was returned to the Company.

F-84

TOTAL BANK TECHNOLOGY SOLUTIONS, INC.

Financial Statements

For the Year Ended December 31, 2003

And

Independent Auditors’ Report

F-85

TOTAL BANK TECHNOLOGY SOLUTIONS, INC.

TABLE OF CONTENTS

	Page
Independent Auditors’ Report		F-87
Financial Statements for the Year Ended December 31, 2003
Balance Sheet		F-88
Statement of Operations		F-89
Statement of Stockholders’ Equity		F-90
Statement of Cash Flows		F-91
Notes to Financial Statements		F-92 – F-95

F-86

Independent Auditors’ Report

Board of Directors

Total Bank Technology Solutions, Inc.

Denver, Colorado

We have audited the accompanying balance sheet of Total Bank Technology Solutions, Inc. as of December 31, 2003, and the related statements of operations, stockholders’ equity and cash flows the year then ended. These financial statements are the responsibility of Total Bank Technology Solutions, Inc.’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our report dated January 29, 2004, our opinion on the 2003 financial statements was qualified because of the effects of the Company amortizing its goodwill rather than evaluating goodwill for impairment annually and recognizing impairment in the period it occurs. As explained in Note 11, the Company has restated its 2003 financial statements to reflect goodwill at its unamortized balance and has tested such goodwill for impairment as required by U.S. generally accepted accounting principles. Accordingly, our present opinion on the 2003 financial statements, as presented herein, differs from that previously expressed.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Total Bank Technology Solutions, Inc. as of December 31, 2003, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Stockman Kast Ryan & Co., LLP

January 29, 2004, except as to the 3rd paragraph above

and Notes 11 and 12, which are as of April 14, 2006

Colorado Springs, Colorado

F-87

TOTAL BANK TECHNOLOGY SOLUTIONS, INC.

BALANCE SHEET

December 31, 2003

Assets
Current Assets
Cash	$	10,303
Accounts receivable		169,540
Prepaid expenses and other receivables		82,376
Total current assets		262,219
Equipment, Software and Leasehold Improvements
Equipment and software		2,206,218
Leasehold improvements		31,361
Total		2,237,579
Accumulated depreciation and amortization		(1,461,716
Net equipment, software and leasehold improvements		775,863
Other Assets
Goodwill, as restated		1,084,093
Deferred income taxes		103,100
Deposits		5,100
Total other assets		1,192,293
Total Assets	$	2,230,375
Liabilities and Stockholders’ Equity
Current Liabilities
Current portion of notes payable	$	239,949
Accounts payable		22,040
Accrued expenses		29,775
Deferred revenue		63,539
Customer postage deposits		27,450
Total current liabilities		382,753
Long-Term Liabilities
Notes payable		1,280,874
Customer service deposits		78,564
Total liabilities		1,742,191
Stockholders’ Equity
Common stock, no par value, 500,000 shares authorized; 143,315 shares issued and outstanding		502,232
Accumulated deficit, as restated		(14,048
Total stockholders’ equity		488,184
Total Liabilities and Stockholders’ Equity	$	2,230,375

See notes to financial statements.

F-88

TOTAL BANK TECHNOLOGY SOLUTIONS, INC.

STATEMENT OF OPERATIONS

For the Year Ended December 31, 2003

Sales
Imaging	$	1,054,537
Data processing		751,158
Total		1,805,695
Operating Expenses
Imaging		210,242
Data processing		333,309
Salaries and benefits		688,694
General and administrative, as restated		505,309
Total operating expenses		1,737,554
Income From Operations		68,141
Other Income (Expense)
Interest expense		(142,049	)
Other income		13,642
Other expense — net		(128,407	)
Loss Before Income Taxes		(60,266	)
Deferred Income Tax Benefit		30,000
Net Loss	$	(30,266	)

See notes to financial statements.

F-89

TOTAL BANK TECHNOLOGY SOLUTIONS, INC.

STATEMENT OF STOCKHOLDERS’ EQUITY

For the Year Ended December 31, 2003

						Retained
	Common Stock					Earnings
						(Accumulated
	Shares		Amount			Deficit)			Total
Balances, December 31, 2002, as restated		140,914	$	542,102		$	16,218		$	558,320
Net loss, as restated							(30,266	)		(30,266	)
Sales of common stock		2,401		10,130						10,130
Initial liquidation distribution				(50,000	)					(50,000	)
Balances, December 31, 2003		143,315	$	502,232		$	(14,048	)	$	488,184

See notes to financial statements.

F-90

TOTAL BANK TECHNOLOGY SOLUTIONS, INC.

STATEMENT OF CASH FLOWS

For the Year Ended December 31, 2003

Operating Activities
Net loss, as restated	$	(30,266	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization, as restated		376,335
Deferred income tax benefit		(30,000	)
Loss on disposal of property and equipment		12,064
Changes in operating assets and liabilities:
Accounts receivable		(10,390	)
Other current assets		(34,131	)
Accounts payable and accrued expenses		(18,768	)
Deferred revenue and customer deposits		11,234
Net cash provided by operating activities		276,078
Investing Activities — Net cash used in investing activities, purchases of property and equipment		(178,918	)
Financing Activities
Advances on line of credit		18,144
Payments on line of credit		(18,144	)
Proceeds from sales of common stock		10,130
Initial liquidation distribution		(50,000	)
Proceeds from issuance of notes payable		2,369,000
Principal payments on notes payable		(2,462,412	)
Net cash used in financing activities		(133,282	)
Net Decrease in Cash and Cash Equivalents		(36,122	)
Cash and Cash Equivalents, Beginning of year		46,425
Cash and Cash Equivalents, End of year	$	10,303
Supplemental Cash Flow Information
Interest paid	$	144,339
Income tax refund received	$	8,892

See notes to financial statements.

F-91

TOTAL BANK TECHNOLOGY SOLUTIONS, INC.

NOTES TO FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General

      Total Bank Technology Solutions, Inc. (the Company) provides data processing, data-capture, item handling services and state of the art imaging services to financial institution clients, including stockholders of the Company, located in Colorado.

Revenue Recognition

      Service revenue associated with long-term agreements is recognized on a straight-line basis over the contractual term of the agreement. Deferred revenue represents accounts billed in advance. Revenue from equipment sales is recorded upon shipment.

Computer Software Costs

      Software reflects the capitalized cost of developing programs for the banking system. The Company capitalizes internal software costs upon the establishment of technological feasibility for the product. The establishment of technological feasibility and the ongoing assessment of the recoverability of these costs requires considerable judgment by management with respect to certain external factors including, but not limited to, anticipated future gross product revenue, estimated economic life and changes in software and hardware technology. Software costs, both purchased and internally developed, are amortized over three to five years. The unamortized balance as of December 31, 2003 is $399,700 and amortization recognized during 2003 was $200,225.

Cash and Cash Equivalents

      Cash and cash equivalents include checking accounts, money market accounts and highly liquid investments maturing within three months of acquisition.

Accounts Receivable

      Accounts receivable are considered by management to be fully collectible and, accordingly, no allowance for doubtful accounts is considered necessary.

Property and Equipment

      Property and equipment is recorded at cost. Maintenance, repairs and minor renewals are expensed as incurred. Depreciation is computed using the straight-line method based on estimated useful lives of 5 to 7 years for equipment. Leasehold improvements are amortized over the life of the lease. Depreciation and amortization expense for the year ended December 31, 2003 was $176,110.

Goodwill

      As discussed in Note 11, the Company previously amortized goodwill resulting from the acquisition of FTS 2000, Inc. over fifteen years. The Company has restated its 2003 financial statements to reflect goodwill at its net book balance as of December 31, 2001 and has tested such goodwill for impairment as of December 31, 2003.

Income Taxes

      The Company accounts for income taxes using the assets and liability method and recognizes the tax consequences of temporary differences by applying enacted statutory tax rates applicable to future

F-92

TOTAL BANK TECHNOLOGY SOLUTIONS, INC.

NOTES TO FINANCIAL STATEMENTS—(Continued)

years to differences between financial statement carrying amounts and the tax bases of existing assets and liabilities.

Use of Estimates

      Preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

2. NOTES PAYABLE

Notes payable consist of the following:
Note payable to individual bearing interest at 5.97%, due in monthly installments of principal and interest of $23,880 through October 2008, secured by all assets of the Company	$	1,411,367
Note payable to individual bearing interest at 7%, due in monthly installments of principal and interest of $3,146 through March 2007, secured by all assets of the Company		109,456
		1,520,823
Less current portion		239,949
Long-term portion	$	1,280,874
The notes mature as follows:
2004	$	239,949
2005		254,858
2006		270,696
2007		258,539
2008		264,318
Thereafter		232,463
	$	1,520,823

3. LINES OF CREDIT

      The Company has a $40,000 line of credit agreement with a bank which is a stockholder of the Company. The line bears interest at the prime rate plus 1.5% and is unsecured. The agreement expires November 26, 2004 when all borrowings become due. The Company has no balance outstanding as of December 31, 2003.

      The Company has a $30,000 line of credit agreement with a bank which is a stockholder of the Company. The line bears interest at 11%, is renewable annually, and is unsecured. The Company has no balance outstanding as of December 31, 2003.

4. INCOME TAXES

      As of December 31, 2003, deferred income taxes consist primarily of net operating loss carryforwards. Management has determined that a valuation allowance for the deferred tax asset is not

F-93

TOTAL BANK TECHNOLOGY SOLUTIONS, INC.

NOTES TO FINANCIAL STATEMENTS—(Continued)

required because it is more likely than not to be realized in connection with the change in the Company’s form of organization. See Note 10.

5. CUSTOMER DEPOSITS

      Customer deposits for postage and one month’s services have been collected and reflected as liabilities. Postage charges are reflected as current liabilities and are offset monthly as the Company incurs charges for mailing statements. Customer service deposits represent the last month of service of a contract and are reflected as long-term liabilities as these contracts do not expire within one year.

6. COMMITMENTS

      The Company has entered into licensing agreements and contracts to provide imaging and data processing services for periods ranging from one to five years at fixed prices as articulated in the agreements. Some of the agreements are with stockholder banks.

      The Company vice president has the option to purchase 23,765 shares of common stock at $5 per share or book value, whichever is greater, through December 31, 2005.

7. EMPLOYEE BENEFIT PLAN

      The Company has a simple IRA plan for all employees who have received over $5,000 in compensation during any one preceding calendar year and are reasonably expected to receive at least $5,000 in compensation for the current calendar year. The Company contributes three percent of each eligible employee’s compensation to the plan. All contributions to the plan are fully vested and nonrefundable. Contributions for the year amounted to $12,273.

8. RELATED PARTY TRANSACTIONS

      The Company contracts with stockholder banks to provide imaging and data processing services, borrows funds and has checking accounts at certain of these banks. During the year ended December 31, 2003, the Company recorded $823,899 in revenue from these stockholder banks. As of December 31, 2003, the Company has $63,588 in accounts receivable from stockholder banks. Service deposits of $40,459 from stockholder banks are held at December 31, 2003.

9. OPERATING LEASE

      The Company leases office space under an operating lease agreement that expires on July 31, 2007. Rent expense for the year was $60,000. The following are future minimum lease payments under the lease:

2004	$	42,500
2005		54,000
2006		54,000
2007		31,500
Total	$	182,000

F-94

TOTAL BANK TECHNOLOGY SOLUTIONS, INC.

NOTES TO FINANCIAL STATEMENTS—(Continued)

10. SUBSEQUENT EVENT

      On January 1, 2004, the Company changed its form of organization to a Limited Liability Company (LLC) from a Corporation. Assets and liabilities of the LLC are recorded at the book value of the assets and liabilities as they were held in the Corporation.

11. GOODWILL

      The accompanying financial statements have been restated to reflect goodwill resulting from the January 1, 2001 acquisition of FTS 2000, Inc. at its net book balance of $1,084,093 as of December 31, 2001. The Company has evaluated this balance for impairment as of December 31, 2003 based on the sale of assets discussed in Note 12. The Company had previously amortized its goodwill over a fifteen year period which was not in conformity with Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets.

      The effect of this change was to decrease net loss for 2003 by $72,273, increase members’ equity as of January 1, 2003 by $144,546 and increase members’ equity as of December 31, 2003 by $216,819.

12. SALE OF ASSETS

      On May 31, 2005 the Company sold all of its assets, including its customer agreements, software, fixed assets, interests in real estate and other leases, and net current assets to Integra Group, LLC (subsequently renamed Captiva Solutions, LLC), a Georgia limited liability company. The Company received cash consideration of $2,780,875, $150,000 of which was escrowed to not later than December 31, 2005 for settlement of any indemnification claims. No such claims were identified and the escrow amount was returned to the Company.

F-95

KVI CAPITAL, INC.

Financial Statements as of July 31, 2005 and

for the Four Months Ended July 31, 2005

F-96

Report of Independent Registered Public Accounting Firm

To the Board of Directors of

Private Business, Inc.:

We have audited the accompanying balance sheet of KVI Capital, Inc. (an “S” Corporation) as of July 31, 2005 and the related statements of operations and stockholders’ deficit and cash flows for the four months ended July 31, 2005. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of KVI Capital, Inc. at July 31, 2005, and the results of its operations and its cash flows for the four months ended July 31, 2005, in conformity with accounting principles generally accepted in the United States of America.

/s/ Grant Thornton, LLP

Raleigh, North Carolina

April 19, 2006

F-97

KVI CAPITAL, INC.

BALANCE SHEET

July 31, 2005

		(Dollars
		in thousands)
Assets
Current Assets:
	Cash and cash equivalents	$	124
	Accounts receivable, net of allowance for doubtful accounts of $145		238
	Investment in direct financing leases		3,020
	Prepaid Expenses		3
Total Current Assets			3,385
Property and Equipment, at Cost:
Computer equipment			66
Office furniture and equipment			103
Less: accumulated depreciation			(125	)
Property and equipment, net			44
Operating Lease Equipment, net of accumulated depreciation of $351			157
Other Assets:
	Investment in direct financing leases, net of current portion		4,530
	Property on month-to-month leases net of accumulated depreciation of $31		8
	Property on progress payment riders		450
Total other assets			4,988
Total assets		$	8,574
Liabilities & Stockholders’ Deficit
Current Liabilities:
	Accounts payable	$	63
	Deferred lease payments		308
	Accrued liabilities		73
	Current portion of non-recourse lease notes payable		2,449
	Line of credit		240
Total current liabilities			3,133
Non-recourse lease notes payable, net of current portion			4,938
Total liabilities			8,071
Commitments and Contingencies
Stockholders’ Equity:
Common stock, $0.01 par value, 100,000 shares authorized and 100,000 shares issued and outstanding			1
Additional paid-in capital			3,074
Accumulated deficit			(2,572	)
Total stockholders’ deficit			503
Total Liabilities and Stockholders’ Deficit		$	8,574

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

F-98

KVI CAPITAL, INC.

STATEMENT OF OPERATIONS

For the Four Months Ended July 31, 2005

		(Dollars
		in thousands)
Revenues:
Leasing revenues		$	410
Cost of revenues			30
Gross profits			380
Operating Expenses:
	General and administrative		258
	Selling and marketing		46
	Interest expense		148
	Other operating		9
Total operating expenses			461
Net Loss		$	(81	)

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

F-99

KVI CAPITAL, INC.

STATEMENT OF STOCKHOLDERS’ EQUITY

For the Four Months Ended July 31, 2005

	Shares of				Additional
	Common		Common		Paid-in		Accumulated
	Stock		Stock		Capital		Deficit			Total
(In thousands except per share data)
Balance at March 31, 2005		100,000	$	1	$	3,074	$	(2,491	)	$	584
Comprehensive loss:
Net loss		—		—		—		(81	)		(81	)
Balance at July 31, 2005		100,000	$	1	$	3,074	$	(2,572	)	$	503

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

F-100

KVI CAPITAL, INC.

STATEMENT OF CASH FLOWS

For the Four Months Ended July 31, 2005

		(In thousands)
Cash Flows From Operating Activities:
Net loss		$	(81	)
Adjustments to reconcile net loss to cash provided by operating activities:
	Depreciation		103
	Amortization of lease income and initial direct costs		(241	)
	Gain on sale of leased equipment		(36	)
	Loss on asset abandonment		96
	Change in operating assets and liabilities:
	Other current assets		(3	)
	Accounts payable		(5	)
	Accrued expenses		19
	Deferred lease payments		(19	)
Net Cash Used in Operating Activities			(167	)
Cash Flows From Investing Activities:
	Investment in direct finance leases		(758	)
	Proceeds from lease terminations		32
	Lease receivables paid		1,153
Net Cash Provided by Investing Activities			427
Cash Flows From Financing Activities:
	Payments on long-term debt		(20	)
	Draws on line of credit		230
	Proceeds from non-recourse lease notes payable		916
	Repayments of non-recourse lease notes payable		(1,368	)
Net Cash Used in Financing Activities			(242	)
Net increase in cash and cash equivalents			18
Cash and cash equivalents at beginning of period			106
Cash and cash equivalents at end of period		$	124
Supplemental disclosures:
Cash payments for interest during period		$	151

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

F-101

KVI CAPITAL, INC.

NOTES TO FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

      KVI Capital, Inc. (the “Company”) is an equipment leasing corporation established to provide equipment to sales, manufacturing and distributing companies and community banks with private label and non-private label leasing programs. The Company was incorporated under the laws of the state of Florida on January 26, 2000. The Company’s leasing operations consist principally of the leasing of various types of equipment, including computer hardware and software, related installation costs, medical equipment, office equipment, furniture and point-of-sale retail equipment. The majority of the Company’s leases are classified as direct financing leases with expirations ranging generally from 36 to 60 months.

Cash and Cash Equivalents

      Cash and cash equivalents include cash or deposit and short-term investments with original maturities of three months or less.

Property and Equipment

      Property and equipment are recorded at cost. Depreciation is calculated using the straight-line method over their estimated useful lives, ranging from three to five years. Expenditures for maintenance and repairs are charged to expense as incurred, whereas expenditures for renewals and betterments are capitalized.

      In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the Company reviews its long-lived assets and certain identifiable intangible assets (Note 3) for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recovered. If the sum of the expected undiscounted future cash flows from the use of an asset and its eventual disposition is less than the carrying amount of the asset, an impairment loss is recognized based on the fair value of the asset. No such impairment losses were identified during the four months ended July 31, 2005.

      Equipment under operating leases is carried at cost and is depreciated using the straight-line method over the shorter of the life of the lease of the estimated useful life of the equipment, typically 5 to 7 years.

      Depreciation expense during the four months ended July 31, 2005 totaled $103,000

Allowance for Doubtful Accounts

      The Company estimates its allowance for doubtful accounts on a case-by-case basis, based on the facts and circumstances surrounding each potentially uncollectible receivable. An allowance is also maintained for expected billing adjustments and for accounts that are not specifically reviewed that may become uncollectible in the future. Uncollectible receivables are written off in the period management believes it has exhausted every opportunity to collect payment from the customer. The Company considers customer balances in excess of sixty days past due to be delinquent and thus subject to consideration for the allowance for doubtful accounts.

Property on Progress Payment Riders

      Property on progress payment riders are recorded at cost and are components of new leases that are in process of being installed at the leasee site. At the conclusion of installation, amounts recorded in

F-102

KVI CAPITAL, INC.

NOTES TO FINANCIAL STATEMENTS—(Continued)

this caption are reclassified into the investment in direct finance lease category at the inception of the lease transaction.

Lease Accounting

      The Company is an equipment lessor. As such, the Company accounts for its leasing business in accordance with SFAS No. 13, Accounting for Leases. SFAS No. 13 requires lessors to evaluate each lease transaction and determine whether it qualifies as a sale-type, direct financing, leveraged, or operating lease. KVI’s leases are classified as either direct financing or operating leases.

      For direct financing, the investment in direct financing leases caption consists of the sum of the minimum lease payments due during the remaining term of the lease and the unguaranteed residual value of the leased asset. The difference between the total above and the cost of the leased asset is recorded as unearned income. Unearned income is amortized to income over the lease term to produce a constant periodic rate of return on the investment in the lease.

      For leases classified as operating leases, lease payments are recorded as rent income during the period earned or on a month-to-month basis, as appropriate.

      The Company also earns revenue from early lease termination fees and from disposals of lease equipment at the end of the lease.

Deferred Lease Payments

      The Company invoices all customers thirty days in advance of the payment due date. Deferred Lease Payments is comprised of these advance monthly billings, which are recognized as income on the first day of the month to which they relate.

Income Taxes

      The Company, prior to its acquisition by Private Business, Inc. on August 1, 2005, had elected to be taxed under the provisions of Subchapter S of the Internal Revenue Code. Under those provisions, the Company does not pay federal income taxes on its taxable income. Instead, the stockholders are liable for individual federal taxes on their respective shares of the Company’s taxable income.

Fair Value of Financial Instruments

      To meet the reporting requirements of SFAS No. 107, Disclosures About Fair value of Financial Instruments, the Company estimates the fair value of financial instruments. At July 31, 2005 there were no material differences in the book values of the Company’s financial instruments and their related fair values. Financial instruments primarily consist of cash, accounts receivable, accounts payable and debt instruments. As the Company’s lease portfolio is entirely financed with non-recourse debt at substantially similar interest rates and terms, the Company is not exposed to risk due to changes in the fair values of these financial instruments.

Advertising Costs

      The Company expenses all advertising costs in the period incurred. Such costs were immaterial in the period presented.

F-103

KVI CAPITAL, INC.

NOTES TO FINANCIAL STATEMENTS—(Continued)

Comprehensive Income

      The Company applies the provisions of SFAS No. 130, Reporting Comprehensive Income. SFAS No. 130 requires that the changes in the amounts of certain items, including gains and losses on certain securities, be shown in the financial statements as a component of comprehensive income. The Company reports comprehensive income as a part of that consolidated statements of stockholders’ equity.

Use of Estimates

      The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Initial Direct Costs

      Costs directly related to the origination of a lease are capitalized and amortized over the term of the lease.

2. OPERATING LEASE EQUIPMENT

      The following schedule provides an analysis of the Company’s investment in equipment leased under operating leases by major classes as of July 31, 2005:

			(In thousands)
Computer Equipment			$	59
Office Furniture				34
Manufacturing Equipment				12
Medical Equipment				50
Copiers				350
	Total Equipment			505
	Plus: Initial direct costs			3
	Less: Accumulated depreciation			(351	)
		Net property on operating leases	$	157

      The following is a schedule by years of minimum future rentals on non-cancelable operating leases as of July 31, 2005.

	(In thousands)
2006	$	105
2007		58
2008		23
2009		10
	$	196

F-104

KVI CAPITAL, INC.

NOTES TO FINANCIAL STATEMENTS—(Continued)

3. INVESTMENT IN DIRECT FINANCING LEASES

      The following lists the components of the investment in direct financing leases as of July 31, 2005.

		(In thousands)
Total minimum lease payments to be received		$	8,254
Less: Allowance for uncollectibles			—
Net minimum lease payments receivable			8,254
Unguaranteed estimated residual values of leased property			838
Initial direct costs			123
Less: Unearned income			(1,665	)
	Net investment in direct financing leases	$	7,550

      At July 31, 2005, minimum lease payments for each of the next five years are as follows:

	(In thousands)
2006	$	2,904
2007		2,220
2008		1,594
2009		1,085
2010		411
Thereafter		40
	$	8,254

4. LINE OF CREDIT

      The Company maintains a line of credit facility with a bank to fund “in process leases” prior to the lease being completed and the non-recourse lease note payable being funded. The line of credit was secured by the equipment being purchased for the lease transactions. As of July 31, 2005, the balance was $240,000 and bore interest a 7.25%. The line of credit matured on October 31, 2005 and was renewed until December 31, 2005. The line was not extended beyond December 31, 2005.

5. NON-RECOURSE LEASE NOTES PAYABLE

      As part of the leasing business, the Company borrows funds from its community bank partners on a non-recourse basis in order to acquire the equipment to be leased. In the event of a lease default, the Company is not obligated to continue to pay on the non-recourse note payable associated with that particular lease. As of July 31, 2005, the principal balance of all non-recourse lease notes payable, due to various financial institutions, totaled $7.4 million ($2.4 million of the total is classified as current). Interest and principal are primarily due monthly with interest rates ranging from 4% to 10.75%.

F-105

KVI CAPITAL, INC.

NOTES TO FINANCIAL STATEMENTS—(Continued)

      The following is the scheduled non-recourse notes payable principal payments over the next five years as of July 31, 2005:

	(In thousands)
2006	$	2,449
2007		1,884
2008		1,442
2009		1,015
2010		492
Thereafter		105
	$	7,387

6. COMMITMENTS AND CONTINGENCIES

Operating Leases

      The Company leases office space under an operating lease agreement, which has a term of 5 years and expires on April 30, 2010. Rent expense for the four month period ended July 31, 2005 totaled approximately $9,500 and is included in general and administrative expense in the accompanying statement of operations.

      As of July 31, 2005, the future minimum lease payments relating to operating lease obligations are as follows:

	(In thousands)
2006	$	23
2007		23
2008		23
2009		23
2010		17
	$	108

Legal Proceedings

      The Company is not currently party to, and none of our material properties is currently subject to, any material litigation other than routine litigation incidental to our business.

7. RELATED PARTY TRANSACTIONS

      During the four month period ended July 31, 2005, the Company rented office space from a shareholder of the Company totaling $6,000 in rent expense.

8. SUBSEQUENT EVENTS (UNAUDITED)

      On August 1, 2005, all of the outstanding capital stock of the Company was acquired by Private Business, Inc. (“PBiz”) for $899,000, consisting of $699,000 in cash and $200,000 in common stock of PBiz. The Company’s operating results will be included with those of PBiz beginning as of the date of acquisition.

F-106

                      Shares

Common Stock

PROSPECTUS

Friedman Billings Ramsey

JMP Securities

D.A. Davidson & Co.

                    , 2006

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

      The following table sets forth all fees and expenses, other than underwriting discounts and commissions, payable in connection with the issuance and distribution of the securities being registered. Except as otherwise noted, we will pay all of these amounts. All amounts, except the SEC registration fee, the NASD filing fee and the Nasdaq listing fee, are estimated.

SEC registration fee		$	9,229
NASD filing fee			*
Nasdaq listing fee			*
Accounting fees and expenses			*
Legal fees and expenses			*
Printing fees and expenses			*
Transfer agent fees and expenses			*
Blue sky fees and expenses			*
Miscellaneous			*
	Total	$	*

*  To be added by amendment.

Item 14. Indemnification of Directors and Officers

Limitation on Directors’ Liability, Indemnification and Insurance

      The Tennessee Business Corporation Act, or the Tennessee Act, permits corporations to limit or terminate the personal liability of directors to corporations and their shareholders for monetary damages for breach of the directors’ fiduciary duties of care. The duty of care requires that, when acting on behalf of the corporation, directors must exercise informed business judgment based on all material information reasonably available to them. Absent the limitations now authorized by such legislation, directors are accountable to corporations and their shareholders for monetary damages for conduct constituting gross negligence in the exercise of their fiduciary duties of care. Although the Tennessee Act does not change the directors’ duties of care, it enables corporations to limit available relief to equitable remedies such as injunction or rescission.

      Our charter limits the liability of directors (in their capacity as directors but not in their capacity as officers) to us or our shareholders to the fullest extent permitted by the Tennessee Act, as so amended. Specifically, none or our directors will be personally liable for monetary damages for breach of the director’s fiduciary duty as a director, except for liability:

• for any breach of the director’s duty of loyalty to us or our shareholders;

• for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

• under Section 48-18-304 of the Tennessee Act, which relates to unlawful payments of dividends or unlawful stock repurchases or redemptions; and

• for any transaction from which the director derived an improper personal benefit.

      The inclusion of this provision in the charter may have the effect of reducing the likelihood of derivative litigation against directors, and may discourage or deter shareholders or management from bringing a lawsuit against directors for breach of their duty of care, even though such an action, if successful, might otherwise have benefited us and our shareholders.

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      Under our charter, and in accordance with Section 48-18-502 of the Tennessee Act, we will indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than a “derivative” action by or in the right of us in which the director was adjudged liable to us) by reason of the fact that such person is or was one of our directors, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to our best interests, and, with respect to any criminal action or proceeding, had no reasonable cause to believe was unlawful.

      Our charter provides that we will pay for the expenses incurred by an indemnified director in defending the proceedings specified above in advance of their final disposition, provided that such person agrees to reimburse us if it is ultimately determined that such person is not entitled to indemnification. Our charter also provides that we may, in our sole discretion, indemnify any person who is or was one of our employees and agents or any person who is or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise to the same degree as the foregoing indemnification of directors and officers. In addition, we may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent for us or, at our request, for another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against and incurred by such person in such capacity, or arising out of the person’s status as such whether or not we would have the power or obligation to indemnify such person against such liability under the provisions of the Tennessee Act. We maintain insurance for the benefit of our officers and directors insuring such persons against various liabilities, including liabilities under the securities laws.

Item 15. Recent Sales of Unregistered Securities

      In the three years preceding the filing of this registration statement, we have sold and issued the following unregistered securities:

      On January 31, 2006, we acquired all of the capital stock of Goldleaf Technologies pursuant to a stock purchase agreement dated January 23, 2006. Under the purchase agreement, we issued 54,468 shares of our common stock at $6.50 per share to two former Goldleaf Technologies shareholders. We issued the shares without registration under the Securities Act of 1933, or the Securities Act, as amended, in reliance on the private offering exemption provided by Section 4(2) of the Securities Act. In relying on the exemption from registration provided by Section 4(2), we relied on representations from the recipients of the stock that, among other things: each was an accredited investor as defined under Rule 501(a) of Regulation D under the Securities Act; each was acquiring the securities for his own account and not for distribution or resale to others; and the securities would bear a legend to the effect that the shares had not been registered under the Securities Act or any state securities laws and referring to the applicable restrictions on transferability and sale. Each purchaser was either an executive officer or the chairman of the board of Goldleaf Technologies, and we made our SEC reports available to them.

      On January 23, 2006, we agreed to convert a $10 million aggregate principal amount senior subordinated note due from us to Lightyear on December 9, 2010 into 10,000 shares of our Series C preferred stock at an original issue price of $1,000 per share pursuant to an exchange agreement between us and Lightyear. We issued these shares without registration under the Securities Act in reliance on the private offering exemption provided by Section 4(2) of the Securities Act. In relying on the exemption from registration provided by Section 4(2), we relied on representations from Lightyear that: it was an accredited investor as defined under Rule 501(a) of Regulation D under the Securities Act; it was acquiring the securities for investment purposes and not with a view to distribution or resale; that it was afforded the opportunity to ask questions and receive answers about us and the securities

II-2

would bear a legend restricting their further transfer or sale until they have been registered under the Securities Act or an exemption from registration thereunder is available.

      On January 17, 2006, we issued a total of 8,485 shares of our common stock at a price of $5.85 per share to Mr. Kjell Purnell, as the assignee of P.T.C., in connection with our acquisition of the assets of P.T.C. We issued these shares without registration under the Securities Act, in reliance on the private offering exemption provided by Section 4(2) of the Securities Act. In relying on the exemption from registration provided by Section 4(2), we relied on representations from Mr. Purnell that, among other things: he was an accredited investor as defined under Rule 501(a) of Regulation D under the Securities Act; he was acquiring the securities for his own account and not for distribution or resale to others; and the securities would bear a legend stating that their issuance has not been registered under the Securities Act or any state securities laws and referring to the applicable restrictions on transferability and sale. Mr. Purnell was the chief executive officer of P.T.C., and we made our SEC reports available to him.

      On December 9, 2005, we issued 151,515 shares of our common stock to the thirteen former Captiva members in connection with the Captiva merger. We also issued warrants granting Lightyear the right to purchase 757,575 shares of our common stock at an exercise price of $6.60 per share. Based on the closing price of $6.15 per share of our common stock on December 8, 2005, the last trading day before the closing of the merger, the aggregate value of our common stock issued to the Captiva members was $931,818. We issued the shares and warrants without registration under the Securities Act in reliance on the private offering exemption provided by Section 4(2) of the Securities Act. In relying on the exemption from registration provided by Section 4(2), we relied on representations from each of the recipients of the securities that: they were accredited investors as defined under Rule 501(a) of Regulation D under the Securities Act; each of the recipients was acquiring the securities for investment purposes and not with a view to distribution; each of the recipients received access to our publicly filed reports and had the opportunity to obtain additional information as desired in order to evaluate the merits and risks of acquiring the securities; each of the recipients is a sophisticated investor with knowledge and experience in business and financial matters; and the securities would bear a legend restricting their further transfer or sale until they have been registered under the Securities Act or an exemption from registration thereunder is available.

      On August 1, 2005, we issued 11,560 shares of our common stock to Donald V. Kincaid in connection with our acquisition of KVI Capital, which was partially owned by Mr. Kincaid. The aggregate consideration paid to Mr. Kincaid for our acquisition of KVI Capital was the 11,560 shares of our common stock, an additional 11,560 shares of our common stock paid into escrow, which Mr. Kincaid will receive on August 1, 2006 unless certain conditions occur, and an earnout of 20% of the operating income of KVI Capital for each of the fiscal years ending December 31, 2006, 2007, and 2008, which earnout will be payable 70% in cash and 30% in shares of our common stock unless we elect to pay the entire amount in cash. We issued these shares without registration under the Securities Act in reliance on the private offering exemption provided by Section 4(2) of the Securities Act. In relying on the exemption from registration provided by Section 4(2), we relied on representations from Mr. Kincaid that: he was an accredited investor as defined under Rule 501(a) of Regulation D under the Securities Act; he was acquiring the securities for investment purposes and not with a view to distribution; he was given the opportunity to make investigations of us, our assets and our business as he deemed necessary and the securities would bear a legend restricting their further transfer or sale until they have been registered under the Securities Act or an exemption from registration thereunder is available.

      On January 20, 2004, we issued 20,000 shares of our Series A preferred stock and a warrant to Lightyear to purchase up to 3,200,000 shares of our common stock at an exercise price of $6.25 per share for a total purchase price of $20 million. We issued the Series A preferred stock and the warrant to Lightyear without registration under the Securities Act in reliance on the private offering exemption provided by Section 4(2) of the Securities Act. In relying on the exemption from registration provided

II-3

by Section 4(2), we relied on representations from Lightyear that: it was an accredited investor as defined under Rule 501(a) of Regulation D under the Securities Act; it was acquiring the securities for investment purposes and not with a view to distribution; that it was afforded the opportunity to ask questions and receive answers about us; and the securities would bear a legend restricting their further transfer or sale until they have been registered under the Securities Act or an exemption from registration thereunder is available.

Item 16. Exhibits and Financial Statement Schedules

(a) Exhibits

      The Exhibit Index filed herewith is incorporated herein by reference.

(b) Financial Statement Schedules

      Information for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission is either included in the financial statements, is not required under the related instructions or is inapplicable and therefore has been omitted.

Item 17. Undertakings

      The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

      Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

      The undersigned registrant hereby undertakes that:

      (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

      (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Brentwood, State of Tennessee, on June 6, 2006.

Goldleaf Financial Solutions, Inc.

By:  /s/ G. Lynn Boggs

G. Lynn Boggs

Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/ G. Lynn Boggs G. Lynn Boggs		Chief Executive Officer and Director (principal executive officer)	June 6, 2006
/s/ J. Scott Craighead J. Scott Craighead		Chief Financial Officer (principal financial and accounting officer)	June 6, 2006
/s/ John D. Schneider, Jr.* John D. Schneider, Jr.		Director	June 6, 2006
/s/ David W. Glenn* David W. Glenn		Director	June 6, 2006
/s/ Thierry F. Ho* Thierry F. Ho		Director	June 6, 2006
/s/ David B. Ingram* David B. Ingram		Director	June 6, 2006
/s/ Robert A. McCabe, Jr.* Robert A. McCabe, Jr.		Director	June 6, 2006
/s/ Lawrence A. Hough* Lawrence A. Hough		Director	June 6, 2006
*By	/s/ G. Lynn Boggs G. Lynn Boggs (Attorney-in-Fact)		June 6, 2006

INDEX TO EXHIBITS

Exhibit
Number		Description of Exhibit
	1.1*	Form of Underwriting Agreement.
	3.1	Amended and Restated Charter of the Registrant (incorporated by reference to Exhibit 3.1 of Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-75013) filed with the SEC on May 3, 1999).
	3.1.1	Charter Amendment dated August 9, 2001 (incorporated by reference to Exhibit 3.3 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001).
	3.1.2	Charter Amendment dated August 9, 2001 (incorporated by reference to Exhibit 3.4 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001).
	3.1.3	Charter Amendment dated January 16, 2004 (incorporated by reference to Exhibit B of the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the SEC on December 29, 2003).
	3.1.4	Charter Amendment dated January 23, 2006 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 26, 2006).
	3.1.5	Charter Amendment dated January 24, 2006 (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 26, 2006).
	3.1.6	Charter Amendment dated May 4, 2006 and effective May 5, 2006 (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on May 10, 2006).
	3.2	Second Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 of Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-75013) filed with the SEC on May 3, 1999).
	3.2.1	Bylaws Amendment dated January 20, 2004 (incorporated by reference to Exhibit 3.2.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003).
	4.1	Form of Certificate of Common Stock of the Registrant.
	5.1*	Opinion of Harwell Howard Hyne Gabbert & Manner, P.C. as to the legality of the securities being registered.
	10.1	Stock Purchase Agreement dated July 24, 1998 (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-75013) filed with the SEC on March 25, 1999).
	10.2	Form of Indemnification Agreement between the Registrant and each of its officers and directors (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 (File No. 333-75013) filed with the SEC on March 25, 1999).
	10.3	Form of Non-qualified Stock Option Agreement without change of control provision (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1 (File No. 333-75013) filed with the SEC on March 25, 1999).
	10.4	Form of Non-qualified Stock Option Agreement with change of control provision (incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1 (File No. 333-75013) filed with the SEC on March 25, 1999).
	10.5	The Registrant 1999 Amended and Restated Stock Option Plan (incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1 (File No. 333-75013) filed with the SEC on May 3, 1999).
	10.6	Cendant Termination and Non-Competition Agreement dated August 7, 1998 (incorporated by reference to Exhibit 10.9 of Amendment No. 4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-75013) filed with the SEC on May 24, 1999).
	10.7	Lease between Triple Brentwood as Landlord and 21 the Registrant as Tenant (incorporated by reference to Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1999).

Exhibit
Number		Description of Exhibit
	10.8	Amended and Restated Securities Purchase Agreement dated December 24, 2003, between the Registrant and Lightyear PBI Holdings, LLC (incorporated by reference to Exhibit A of the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the SEC on December 29, 2003).
	10.9	Warrant Agreement dated January 20, 2004, by and among the Registrant and Lightyear PBI Holdings, LLC (incorporated by reference to Exhibit C of the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the SEC on December 29, 2003).
	10.10	Security-holders Agreement dated January 20, 2004, by and among the Registrant and Lightyear PBI Holdings, LLC (incorporated by reference to Exhibit D of the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the SEC on December 29, 2003).
	10.11	Credit Agreement dated January 19, 2004 between the Registrant, certain guarantees, and Bank of America, N.A. (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004).
	10.12	The Registrant 2004 Equity Incentive Plan (incorporated by reference to Appendix B to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 23, 2004).
	10.13	Employment Agreement dated July 1, 2004 between the Registrant and Henry M. Baroco (incorporated by reference to Exhibit 10.4 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004).
	10.14	Incentive Stock Option Agreement dated August 4, 2004 between the Registrant and Henry M. Baroco (incorporated by reference to Exhibit 10.5 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004).
	10.15	Employment Agreement dated July 25, 2002 between the Registrant and Scott Craighead (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 14, 2005).
	10.16	Amendment to Employment Agreement dated October 21, 2005 between the Registrant and Henry M. Baroco (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 20, 2005).
	10.17	Agreement and Plan of Merger dated October 20, 2005 among the Registrant, CSL Acquisition Corporation, Captiva Solutions, LLC, and certain of the Captiva Solutions, LLC members (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 25, 2005).
	10.18	Registration Rights Agreement dated December 9, 2005 between the Registrant and certain of the Captiva Solutions, LLC members (incorporated by reference to Annex B to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the SEC on November 17, 2005).
	10.19	The Registrant 2005 Long-Term Equity Incentive Plan (incorporated by reference to Annex E to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the SEC on November 17, 2005).
	10.20	Securities Purchase Agreement dated December 9, 2005 between the Registrant and Lightyear PBI Holdings, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 13, 2005).
	10.21	Warrant Agreement dated December 9, 2005 between the Registrant and Lightyear PBI Holdings, LLC (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 13, 2005).
	10.22	Warrant Certificate dated December 9, 2005 issued by the Registrant to Lightyear PBI Holdings, LLC (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 13, 2005).
	10.23	Warrant Certificate dated December 9, 2005 issued by the Registrant to Lightyear PBI Holdings, LLC (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 13, 2005).

Exhibit
Number		Description of Exhibit
	10.24	First Amendment to Credit Agreement dated December 8, 2005 between the Registrant, the guarantors thereto, and Bank of America, N.A. (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 13, 2005).
	10.25	Revolving Note dated December 8, 2005 issued by the Registrant to Bank of America, N.A. (incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 13, 2005).
	10.26	Employment Agreement dated December 9, 2005 between the Registrant and G. Lynn Boggs (incorporated by reference to Exhibit 10.8 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 13, 2005).
	10.27	Stock Purchase Agreement dated January 23, 2006 among the Registrant and the Stockholders of Goldleaf Technologies, Inc. (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 24, 2006).
	10.28	Amended and Restated Credit Agreement dated January 23, 2006 between the Registrant and Bank of America, N.A. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 26, 2006).
	10.29	Guaranty Side Letter dated January 23, 2006 between the Registrant, The Lightyear Fund, L.P. and Lightyear PBI Holdings, LLC (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 26, 2006).
	10.30	Exchange Agreement dated January 23, 2006 between the Registrant and Lightyear PBI Holdings, LLC (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 26, 2006).
	10.31	Amended and Restated Warrant Agreement dated January 23, 2006 between the Registrant and Lightyear PBI Holdings, LLC (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 26, 2006).
	10.32	Amended and Restated Warrant Certificate dated January 23, 2006 issued by the Registrant to Lightyear PBI Holdings, LLC. (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 26, 2006).
	10.33	Amended and Restated Warrant Certificate dated January 23, 2006 issued by the Registrant to Lightyear PBI Holdings, LLC (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 26, 2006).
	10.34	Second Amendment to Amended and Restated Credit Agreement dated April 5, 2005 by and among the Registrant, Bank of America, N.A., First Horizon Bank, and The Peoples Bank (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 6, 2006).
	10.35	Term C Loan Note dated April 5, 2006 between the Registrant and First Horizon Bank (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 6, 2006).
	10.36	Term D Loan Note dated April 5, 2006 between the Registrant and The People’s Bank (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 6, 2006).
	10.37	Employment Agreement dated January 31, 2006 between the Registrant and Paul McCulloch (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 26, 2006.
	10.38†	Redemption and Recapitalization Agreement dated April 25, 2006 between the Registrant and Lightyear PBI Holdings, LLC.
	10.39	Third Amendment to Amended and Restated Credit Agreement dated May 3, 2006 by and among the Registrant, Bank of America, N.A., First Horizon Bank, and The Peoples Bank (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 16, 2006).
	21.1	Subsidiaries of the Registrant.
	23.1	Consent of Grant Thornton LLP.

Exhibit
Number		Description of Exhibit
	23.2	Consent of Ernst & Young LLP.
	23.3	Consent of Stockman Kast Ryan & Co., LLP.
	23.4*	Consent of Harwell Howard Hyne Gabbert & Manner, P.C. (included in Exhibit 5.1).
	24.1†	Power of Attorney.

* To be filed by amendment.

†  Previously filed.

EX-4.1

STOCK CERTIFICATE CUSIP: 38144H 10 9

GOLDLEAF FINANCIAL SOLUTIONS, INC.
THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE ISSUED AND SHALL BE HELD SUBJECT TO ALL PROVISIONS OF THE CHARTER NOW OR HEREAFTER AMENDED AND BYLAWS OF THE CORPORATION. THE CORPORATION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK AND MORE THAN ONE SERIES OF ANY CLASS OF STOCK. THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS, A FULL STATEMENT OF DESIGNATIONS, PREFERENCES AND RELATIVE RIGHTS OF THE SHARES OF EACH CLASS AUTHORIZED TO BE ISSUED, AND THE VARIATIONS IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES SO FAR AS THE SAME HAVE BEEN FIXED AND DETERMINED AND THE AUTHORITY OF THE BOARD TO FIX AND DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES. SUCH REQUESTS SHALL BE MADE TO THE TRANSFER AGENT OR THE CORPORATION AT ITS PRINCIPAL OFFICE.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM	-	as tenants in common	UNIF GIFT MIN ACT- . . . . . . . . . .Custodian . . . . . . . . . . . . . . . .
			(Cust)                             (Minor)
TEN ENT	-	as tenants by the entireties	under Uniform Gifts to Minors Act . . . . . . . . . . . . . .
			(State)
JT TEN	-	as joint tenants with right of survivorship	UNIF TRF MIN ACT . . . . . . . . . . . . . .Custodian (until age. . . ). . . . . . . . . . .
		and not as tenants in common	(Cust)                                                     (Minor)
			under Uniform Transfers to Minors Act. . . . . . . . . . . . . . .
			(State)
		Additional abbreviations may also by used though not in the above list.

			PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
For value received,	_______________________	hereby sell, assign and transfer unto
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)

	shares
of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
	Attorney
to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

Dated:		20
Signature:
Signature:
	Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate, in every particular, without alteration or enlargement, or any change whatever.

Signature(s) Guaranteed: Medallion Guarantee Stamp

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15.

EX-21.1

Exhibit 21.1

SUBSIDIARIES OF PRIVATE BUSINESS, INC.

Goldleaf Insurance, LLC (formerly named Private Business Insurance, LLC), a Tennessee limited liability company

Towne Services, Inc., a Georgia corporation

Forseon Corporation, a Delaware corporation

Captiva Financial Solutions, LLC, a Tennessee limited liability company

Goldleaf Technologies, Inc., a Delaware corporation

Goldleaf Leasing, LLC (formerly named KVI Capital, LLC), a Tennessee limited liability company

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our reports dated June 5, 2006, accompanying the consolidated financial statements and schedule of Goldleaf Financial Solutions, Inc., our report dated June 5, 2006, accompanying the consolidated financial statements of Goldleaf Technologies, Inc. and our report dated April 19, 2006, accompanying the financial statements of KVI Capital, Inc. These reports are included in the Amendment No. 1 to the Registration Statement (Form S-1 No. 333-133542) and related Prospectus. We consent to the use of the aforementioned reports in Amendment No. 1 to the Registration Statement and related Prospectus, and to the use of our name as it appears under the caption “Experts.”

/s/ GRANT THORNTON LLP

Raleigh, North Carolina
June 5, 2006

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the captions “Experts,” “Summary Consolidated Financial Data,” and “Selected Consolidated Financial Data” and to the use of our report dated February 18, 2005 (except for the Reclassifications paragraph of Note 1, as to which the date is June 5, 2006), with respect to the 2004 and 2003 consolidated financial statements and schedule of Goldleaf Financial Solutions, Inc. (formerly Private Business, Inc.) in Amendment No. 1 to the Registration Statement (Form S-1 No. 333-133542) and related Prospectus of Goldleaf Financial Solutions, Inc. for the registration of shares of its common stock.

/s/ Ernst & Young LLP

Nashville, Tennessee
June 5, 2006

EX-23.3

Exhibit 23.3

Consent of Independent Auditor

      We consent to the use in this Registration Statement of Goldleaf Financial Solutions, Inc. on Form S-1 of our report dated January 29, 2004 and April 14, 2006, with respect to the financial statements of Total Bank Technology Solutions, Inc. for the year ended December 31, 2003, and of our report dated January 26, 2005 and April 14, 2006, with respect to the financial statements of Total Bank Technology, LLC for the year ended December 31, 2004.

     We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ Stockman Kast Ryan & Co., LLP

Colorado Springs, Colorado

June 5, 2006

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[NELSON MULLINS LOGO]

NELSON MULLINS RILEY & SCARBOROUGH LLP Attorneys and Counselors at Law Charles D. Vaughn 999 Peachtree Street, NE / 14th Floor / Atlanta, Georgia 30309-3964 404.817.6189 Tel: 404.817.6000 Fax: 404.817.6050 charles.vaughn@nelsonmullins.com www.nelsonmullins.com

June 6, 2006 Barbara C. Jacobs Assistant Director United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 4561 450 Fifth Street, N.W. Washington, DC 20549 RE: GOLDLEAF FINANCIAL SOLUTIONS, INC. (F/K/A PRIVATE BUSINESS, INC.) REGISTRATION STATEMENT ON FORM S-1 FILE NO. 333-133542 FILED APRIL 26, 2006 FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005 FILED ON MARCH 23, 2006 FORM 10-Q FOR THE FISCAL QUARTER ENDED MARCH 31, 2006 FILED ON MAY 15, 2006 Dear Ms. Jacobs: On behalf of Goldleaf Financial Solutions, Inc. ("Goldleaf"), this letter responds to the comment letter dated May 25, 2006 regarding the SEC filings by Goldleaf referenced above. To be consistent with the style used in those filings, we use the terms "we" and "our" in this letter to refer to Goldleaf rather than this law firm. Our responses to your numbered comments are as follows: General 1. Update the financial statements to comply with Rule 3-12 of Regulation S-X. Response We have updated the financial statements and the related narrative disclosure to include the results of the three months ended March 31, 2006 in accordance with Rule 3-12 of Regulation S-X. Atlanta - Charleston - Charlotte - Columbia - Greenville - Myrtle Beach - Raleigh - Winston-Salem - Washington, DC Barbara C. Jacobs June 6, 2006 Page 2 2. Supplementally provide us with copies of any graphical materials or artwork you intend to use in your prospectus. Upon review of such materials, we may have further comments. Please refer to Section VIII of our March 31, 2001 update to our Current Issues and Rulemaking Projects outline for additional guidance. Response We have placed our logotype on the cover and back pages of the prospectus. Prospectus Summary, page 1 Overview, page 1 3. Define your use of the phrases "accounts receivable financing solutions" and "retail inventory management services". Response We have revised the referenced section on page 1 to address this comment. 4. Define your use of the term "ACH origination and processing." Response We have revised the referenced section on page 1 to address this comment. 5. Provide a prominent discussion of your relationship with Lightyear, the 54% shareholder. Response We have added a description of our relationship with Lightyear under an appropriate caption on page 3 to address this comment. Industry Overview, page 1 6. Please specifically disclose the factual basis for, and the context of, all your beliefs, understandings, estimates and opinions. This particularly pertains to your disclosure of all projections, statistics and assertions. Unless you can substantiate on a reasonable basis all of the projections, statistics and assertions that you cite, please remove them. To the extent you rely on market analyses, please disclose whether the source is publicly available at no or nominal charge. Also, please provide us with copies of all sources utilized for your disclosure of statistics. In this regard, your disclosure should refer to the date of the statistics. Some examples include the following: a. Reliance on statistics from the FDIC; b. Reliance on information provided by IDC, a technology research firm (page 46); and Barbara C. Jacobs June 6, 2006 Page 3 c. Reliance on information provided by Dun and Bradstreet (page 46). Response We have a factual basis for the context of all our beliefs, understandings and estimates, and options regarding the statistics that we cite. Specifically, the Federal Deposit Insurance Corporation (FDIC) preserves and promotes public confidence in the United States financial system by identifying, monitoring and addressing risks to the deposit insurance funds. The FDIC is the primary federal regulator of banks that are chartered by the states that do not join the Federal Reserve System. In addition, the FDIC is the back-up supervisor for the remaining insured banks and thrift institutions. The FDIC accumulates data based on examinations by FDIC personnel and collection of information from other government regulatory agencies. These statistics are publicly available on the Internet at www.fdic.gov. We cite information available on the FDIC's website stating that, as of March 31, 2006, there are 8,159 community financial institutions ranging in size from start-up de novo financial institutions to those with $1 billion in assets. Further, we cite information provided by IDC, which is a global provider of market intelligence, advisory services and events for the information technology, financial services and consumer technology markets. IDC's goal is to assist business professionals and the investment community to make fact-based decisions on technology purchases and business strategy. The statistics we cite are available in a report from the IDC entitled, U.S. IT Spending by Vertical Market 2005-2009 Forecast Update, by Anne Lu published in December 2005, which report was purchased by Friedman Billings Ramsey and is available for our use in this prospectus. IDC compiles information based on individual surveys, primary research and the use of third party data. We cite information as of December 2005, that banks, thrifts and credit unions in the United States spent approximately $30 billion on information technology during 2004 and are expected to spend approximately $35 billion in 2007. We also cite information provided by Dun and Bradstreet. Dun and Bradstreet provides business information with a global commercial database containing more than 100 million business records. We subscribe to a Dun and Bradstreet information database, which gives us access to the statistics we cite. Dun and Bradstreet compiles the information based on payment data, court and legal filings, public company financial data, private company financial data, direct investigations, and government registries. We cite information as of June 5, 2006, that there are approximately 11.7 million small businesses in the United States, each with less than $25 million of annual sales. See pages 2 and 55. Summary Consolidated Financial Data 7. We note that upon the closing of the offering you will accelerate the vesting of certain stock options and record a charge to "retained earnings." Your disclosures on page 22 suggest that the options affected are those issued in connection with the Captiva and Goldleaf acquisitions. Clarify whether these are the only options that will be impacted by the acceleration and tell us how you accounted for the options upon issuance and how you intend to account for the acceleration, including citations of the specific accounting literature upon which your accounting is based. Response Barbara C. Jacobs June 6, 2006 Page 4 As of June 5, 2006, a total of 1,432,990 options are outstanding, on a post-split basis. Of this total, 1,051,400 options, on a post-split basis, were granted in connection with our acquisitions of Captiva and Goldleaf Technologies. Based on the stated terms of our stock option plans, the Compensation Committee of our board of directors determined that the transaction contemplated in this offering results in acceleration of vesting of unvested options, as explained below in more detail. We have unvested options under our Private Business, Inc. 2005 Long-Term Equity Incentive Plan, Private Business, Inc. 2004 Equity Incentive Plan, and Private Business, Inc. 1999 Equity Incentive Plan. Under the terms of the 2004 Plan and the 2005 Plan, all unvested options will immediately vest on the closing of the offering. Under the terms of the 1999 Plan, one-half of the unvested options will immediately vest on the closing of the offering. Each of the 2005 Plan, the 2004 Plan and the 1999 Plan provides for option acceleration upon the acquisition by a person or group of more than 50% of our voting securities. In connection with the offering, we expect that the underwriters will acquire more than 50% of our voting securities and, accordingly, trigger acceleration of all the unvested options under the 2005 Plan and the 2004 Plan, and acceleration of one-half of all the unvested options under the 1999 Plan. When we issued the Captiva options in October 2005, we accounted for employee stock option grants in accordance with Accounting Principles Board Opinion No. 25. At the date of the Captiva option grants in October 2005, the exercise price was greater than our stock's fair market value. Therefore, there was no instrinsic value and thus we recorded no stock compensation expense. We accounted for the Goldleaf Technologies option grants on January 23, 2006 in accordance with Statement of Financial Accounting Standards No. 123 (Revised). In accordance with SFAS 123R, upon acceleration of vesting (under the contractual terms of the original option grant) that eliminates any requisite service period, we are required to recognize any unrecognized stock compensation expense in the period in which the acceleration occurs. See pages 24 and 70. Consolidated Statement of Operations Data, pages 7 and 8 8. We note that you have adjusted preferred stock dividends in your computation of EBITDA. Tell us how you considered the guidance in Question 14 of Frequently Asked Questions Regarding the Use of Non-GAAP Measures in determining to label this non-GAAP measure EBITDA. That is, tell us how you determined that "earnings available to common shareholders" is the equivalent of "earnings" in the context discussed in Question 14. Response We have revised the method we use to calculate and disclose EBITDA in the prospectus to conform to the method expressly permitted in the Adopting Release for Regulation G: GAAP net income (loss) plus interest expense, income taxes and depreciation and amortization less interest earned. We provided supplemental information about non-cash stock compensation expense in the footnote explaining how we calculated EBITDA, but that expense is no longer added back in the calculation of EBITDA itself. See pages 9 and 31-32. Barbara C. Jacobs June 6, 2006 Page 5 9. We understand that you have presented EBITDA as a performance measure since you have reconciled the measure to net income available to common stockholders. We further note that your EBITDA measure excludes recurring items, such as preferred stock dividends, interest, taxes, depreciation and amortization (and in your Form 8-K filed on May 16, 2006 we note that you have also excluded non-cash stock compensation expense). Because this non-GAAP measure excludes recurring items that appear to be significant to performance, further demonstrate its usefulness as an operating performance measure or revise to delete this measure. Refer to Questions 15 and 8, Frequently Asked Questions Regarding the Use of Non-GAAP Measures. Response As noted above in our response to Comment 8, we have revised the method we use to calculate and disclose EBITDA to conform to the method expressly permitted in the Adopting Release for Regulation G. We believe these changes, together with the explanatory material we have provided in the footnote, demonstrate its usefulness as an operating performance measure. See pages 9 and 31-32. Consolidated Balance Sheet Data, page 8 10. With regard to your presentation, here and on pages 26, 29 and 41, of total long-term debt excluding long-term non-recourse lease notes payable of approximately $6.4 million, tell us whether you have also excluded assets related to these non-recourse liabilities from the total assets amount presented in this table, why you believe this presentation is meaningful to investors and how you considered the guidance in SAB 70 in determining the acceptability of this presentation. Response Although we did not exclude the investments in direct financing leases associated with the non-recourse debt from the total assets line item in our initial filing, we agree with the Staff that we should also exclude these assets. We have made the change in the accompanying amended registration statement on Form S-1. We excluded the non-recourse lease notes payable from total debt because our lenders do not include this amount when assessing our liquidity and total debt capacity. In accordance with SAB 70, we have not netted the investments in direct financing leases against the non-recourse notes payable, as we do not meet all of the requirements of paragraphs 42-47 of SFAS No. 13. See pages 9, 28, 31-32, 49, and 50. Risk Factors, page 9 11. Add disclosure addressing the risks associated with the fact that you have been operating under the controlled company exception of the NASD rules given the majority ownership of Lightyear. In this regard, please address the risks associated with the fact that you do not need a majority of directors to be independent nor are you required to maintain a nominating committee. Also, Lightyear's post-recapitalization holdings of 14.9% should be reflected in your discussion. Response Barbara C. Jacobs June 6, 2006 Page 6 We have added a risk factor on page 24 to address this comment. 12. Add disclosure addressing the risks associated with your reliance on one product in light of your reliance on one product, Business Manager, which accounted for 68.9% of your revenue in 2005. Response We believe that the second risk factor on page 10 adequately addresses this risk. We have revised that risk factor in this filing. 13. Many of the captions preceding the risk factors identify a condition or uncertainty, without specifying the material risk to investors that result from the condition or uncertainty. Please revise so that each caption concisely describes the resulting risk to investors. Response We have revised a number of the risk factor headings to address this comment. "We may acquire companies that have significant deficiencies . . .", page 10 14. Describe in greater detail the nature of the material weaknesses identified by Grant Thornton LLP during the audit of Goldleaf Technologies and provide us with a copy of the letter to which you refer and any other correspondence related to this matter. In this regard, also revise to disclose the specific steps taken to remediate the material weaknesses and disclose whether you believe the material weaknesses continue to exist. Response We have revised the risk factor to address this comment and have transmitted a copy of the Grant Thornton LLP letter dated April 17, 2006 to your attention via fax. The material weaknesses identified in that letter relate to the pre-acquisition lack of segregation of duties and inconsistent application of GAAP at Goldleaf Technologies, a private company. We were aware of these weaknesses before we acquired Goldleaf Technologies and began the process of remediating them immediately after the closing. As of the filing of our quarterly report on Form 10-Q for the quarter ended March 31, 2006, we had remediated these weaknesses. The lack of segregation of duties at Goldleaf Technologies existed due to an inability to document a review of reconciliations of significant accounts, as well as a lack of a general review of manual journal entries. We have addressed this material weakness by implementing our corporate control processes and procedures at Goldleaf Technologies, including integrating the accounting software of Goldleaf Technologies into our systems and applying our oversight procedures to the accounting staff of Barbara C. Jacobs June 6, 2006 Page 7 Goldleaf Technologies. We addressed the inconsistent application of GAAP by recording significant audit adjusting entries to present the financial statements of Goldleaf Technologies in accordance with GAAP and by ensuring that the management personnel responsible for financial reporting have an appropriate level of knowledge of GAAP. We note that the April 17, 2006 Grant Thornton letter also cited "control deficiencies lesser in magnitude than a significant deficiency." These deficiencies at Goldleaf Technologies, a private company, were: the lack of a written code of conduct; the lack of a way to submit anonymous information regarding questionable practices or concerns; and a payroll provider that did not have SAS 70 audits performed. Now that we own Goldleaf Technologies, none of these deficiencies exists, and we have not disclosed them in the Form S-1 due to their immateriality. See pages 11-12. "Acquisitions could result in integration difficulties . . .", page 10 15. Expand the narrative to address specifically the amount of goodwill booked in connection with the acquisitions. Here or elsewhere as appropriate, such as in Management's Discussion and Analysis, or Business, disclose the total aggregate consideration of the recent acquisitions. Response We have added language to the prospectus on page 34 in response to this comment. "We may be unable to account for our acquisitions in a timely manner . . .", page 11 16. Given the problems you encountered with the acquisitions, e.g., the inability to apply the significance tests properly, why do you believe your disclosure controls and procedures were effective for the periods listed? Response The problems we encountered with respect to the timely reporting of the financial statements of the entities we recently acquired relate primarily to the application of accounting standards, not to a lack of awareness of those standards or a failure to apply them. We believe that the processes and personnel that we have historically used are sufficient to allow our management to conclude that our disclosure controls and procedures were effective for the periods listed for our existing operations. Specifically, with respect to the $899,000 acquisition of KVI Capital, we initially believed that KVI Capital's accounting would qualify as leveraged lease accounting. Under leveraged lease accounting, the investment in leased assets would be netted against the related non-recourse debt on the balance sheet. Therefore, in our initial analysis of Rule 3-05 of Regulation S-X, we concluded that because the acquisition met none of the materiality thresholds, we were not required to file any audited financial statements for KVI Capital. We later determined that leveraged lease accounting was not appropriate, which resulted in a much higher total assets acquired amount. After reassessing Rule 3-05 of Barbara C. Jacobs June 6, 2006 Page 8 Regulation S-X using the higher acquired asset total, we determined that one year of audited financial statements were required. In the case of Captiva, our initial analysis of Rule 3-05 of Regulation S-X did not include the contingent consideration in the total purchase price due to our belief that it was not likely that the contingent consideration would be earned. When we acquired Captiva, we had only $5.0 million in available financing, which would not have been sufficient to enable us to make a material acquisition. Subsequently, after we obtained a new credit facility, we reevaluated the likelihood of our being required to issue the contingent consideration. When we added the contingent consideration into our Rule 3-05 analysis, we concluded that we were required to include two years of audited financial statements for Captiva rather than the one year period we initially concluded was required. With respect to Goldleaf Technologies, we closed on that acquisition on January 31, 2006. We were aware, as a result of our due diligence before closing, that we needed three years of audits and that the financial statements were not up to the standards of a public company. We hired additional personnel and worked diligently with our auditors to complete the audit and file a current report on Form 8-K within the prescribed period. Ultimately, however, we filed the report seven business days late. Comment 16 (continued): If there were any remedial measures undertaken after receipt of the Grant Thornton letter, revise your disclosure as appropriate and disclose whether there were any material costs associated with these measures. Response Please see our response to comment 14 regarding remedial measures we undertook. We incurred no material costs in this regard. "We have broad discretion over the use of proceeds from this offering . . .", page 22 17. Please be advised that you may change the use of proceeds provided such reservation is due to certain contingencies that are specifically discussed and the alternatives to such use are indicated. Refer to Instruction 7 to Item 504 of Regulation S-K for guidance. Also, clarify what you mean when you disclose that you have "not allocated these proceeds for specific purposes." Your disclosure appears to contradict the information provided in your Item 4 disclosure. Response We have revised this heading for this risk factor to clarify that the risk is that we have broad discretion to use a portion of the net proceeds as described. The paragraph under the heading already limits the risk factor in that manner, and we have added corresponding language in the heading in response to this comment. See page 24. Barbara C. Jacobs June 6, 2006 Page 9 Management's Discussion and Analysis of Financial Condition and Results of Operations, page 31. Overview, page 31 18. The purpose of this subsection is to provide investors with an introductory understanding of Goldleaf and the matters with which management is concerned primarily in evaluating the company's financial condition and operating results. Consider supplementing this "Overview" section to include an introduction of the industry-wide factors that management views as most relevant to the company. Response We have added additional language in the "Overview" section regarding the industry conditions in response to this comment. See page 33. Comment 18 (continued): Also, please address the decline in sales, of BusinessManager, your principal product. In this regard, we note that your results of operation discussion for 2005 and 2004 states that you encountered turnover in the management and personnel of the sales force for this product. Your further disclose that attrition rates for small businesses were "relatively stable" but new sales were lower than necessary to increase participation fees. Were the various acquisitions intended to broaden your product/service base given what it appears to be concern over being too dependent upon the BusinessManager product? For a more detailed discussion of what is expected under this subheading and in the MD&A section in general, please refer to the Commission's recent MD&A interpretive guidance in Commission Release No. 33-8350 (December 29, 2003) which may be found on the Commission's website at: http://www.sec.gov/ru1es/interp/33-8350.htm. Response We have added additional language in the "Overview" section regarding the performance of BusinessManager and RMSA, and our change in strategy, in response to this comment. See pages 33-34. Results of Operations, page 33 19. Management's Discussion and Analysis should address the historical categories and line items included in the presentation of your financial condition, changes in financial condition and results of operations as reported in the financial statements included in the filing. Please explain how your MD&A applied to your prospective information addresses the historical presentations. Otherwise, please revise either the historical financial statement presentation or MD&A accordingly. Response We have revised the historical financial statement presentation in response to this comment. Barbara C. Jacobs June 6, 2006 Page 10 20. We note that you intend to revise the revenue line items presented in your statement of operations in future filings. Tell us how you have considered whether the categories previously presented (participation fees, software license, retail inventory management services, insurance brokerage fees and maintenance) represent amounts that should continue to be disclosed in accordance with paragraph 37 of SFAS 131. That is, these categories appear to represent product-lines requiring disclosure under paragraph 37. Response Paragraph 37 of SFAS 131 allows for the consolidation of products into a group of similar products. Historically, we had two primary products: accounts receivable financing and retail inventory management services, which categorization is consistent with our segment presentation for all historical periods. As we have modified our strategy to broaden our product offering to include many other products and services for the financial institution market, we determined that participation fees, software license, insurance brokerage fees and maintenance fees are all included in a similar group of products and services we offer to financial institutions. Except for our retail inventory management services, we sell all of our products and services primarily through one sales force and service them primarily through one customer service group. We sell and support our retail inventory management services through a completely different group of employees, and the customer base for those services is completely different from our financial institution clients. Our other products and services revenue category includes revenues that are ancillary to our financial institution services segment, such as sale of supplies, hardware and premium gifts associated with our Free Checking product. We believe that we have considered and appropriately categorized our product revenues. Our management team monitors and evaluates our performance based primarily on the revenue categories that we are now presenting in our financial statements. 21. Your discussion of Financial Institution Service Fees notes a decline from 2004 to 2005 caused by a drop in revenue attributable to the product, "BusinessManager." To the extent this and other changes disclosed in your MD&A constitute any known trends or uncertainties that have had or that you reasonably expect will have a material favorable or unfavorable related impact operations or financial position revise MD&A to discuss both those changes and impact. See Item 303 of Regulation S-K. Response We have added additional language in the "Overview" section of MD&A regarding the performance of BusinessManager and RMSA, and the possible continuance of the trend in their performance, in response to this comment. See page 33. Critical Accounting Policies 22. We note your reference to an "independent appraisal expert", and a similar reference on page F-22 to an independent third party valuation. When you refer to an independent appraiser or valuation in a Securities Act filing you should also disclose the name of the expert and include the expert's consent with the filing. Refer to Rule 436(b) of Regulation C. Alternatively, you may remove such references. Please revise accordingly. Barbara C. Jacobs June 6, 2006 Page 11 Response We have deleted all references to independent appraisal experts in our MD&A and the F-pages. 23. For each of your critical accounting policies describe more fully the estimates that involve a high degree of judgment and complexity, identify where and how they affect the company's reported financial results, financial condition and changes in financial condition, and, where material, identify the affected line items. Describe the methodology underlying each critical accounting estimate, the assumptions that are about highly uncertain matters and other assumptions that are material. In particular, goodwill should be addressed in view of the material amount the company has recorded. Response See pages 42-46 for the changes we have made in response to this comment. 24. Discuss the sensitivity of reported results to changes in the estimates such as from making reasonably possible, near-term changes in the most material assumption(s) underlying the estimate or using in place of the recorded estimate the ends of the range of reasonably possible amounts which the company likely determined when formulating its recorded estimate. Describe the impact of those changes on the company's overall financial performance and, to the extent material, on the line items in the company's financial statements. Describe your history of changing critical accounting estimates in recent years. Confirm to the staff and disclose whether or not senior management discussed the development, selection and disclosure of those estimates with your audit committee. Response We have added the quantitative effect of the change in assumption for the period over which we record up-front fees for BusinessManager. There have been no other significant changes in assumptions in any of the reporting periods that have materially affected our operating results. We confirm to the Staff that we have had discussions with our audit committee each quarter regarding our critical accounting estimates and assumptions, and we will continue to do so. Liquidity and Capital Resources, page 39 25. Add disclosure outlining the financial covenants of the credit facility with Bank of America. Currently, you only provide broad discussion on page 43. Response We have added disclosure on page 51 to address this comment. Cash from Operating Activities, page 40 Barbara C. Jacobs June 6, 2006 Page 12 26. We note that your discussions of your operating cash flows are essentially recitations of the items contained within your statements of cash flows. Please refer to SEC Release 33-8350 and revise to provide enhanced disclosure of the underlying reasons for changes. Response We have added additional enhanced disclosure on page 47 regarding operating cash flows for all periods presented. Debt Outstanding as of March 31, 2006, page 42 27. In view of the material debt incurred after December 31, 2005 and through March 31, 2006 you should consider including disclosure of your future payment obligations in a manner similar to the Item 303(a)(5) of Regulation S-K - Tabular Disclosure of Contractual Obligations. MD&A should be revised to address the reasonably likely material impact on future financial position and liquidity as a result of the new debt arrangements entered into after December 31, 2005. Response We have addressed this comment by adding information from our quarterly report on Form 10-Q to the Form S-1. See page 49. Business, page 45 Our Industry, page 45 28. In the second full paragraph on page 46, please expand the discussion of the correlation between consolidation in the community banking industry and the demand for "a technology solutions provider that focuses on customer service and the needs of community financial institutions." Response The first sentence in the paragraph cited in the comment refers to "significant consolidation in the financial technology industry," not the community banking industry. (Emphasis added.) Given that members of our management are personally familiar with the customer disruption and dissatisfaction created by consolidation in the financial technology industry, we believe that the paragraph is accurate as stated. See page 55. 29. Please provide the basis for your assertion in the last sentence in the paragraph immediately preceding the "Our Solution" subsection. Response We have revised the sentence on page 55 to address this comment. The belief stated in the revised sentence is based on the personal knowledge of members of our management and sales staff who Barbara C. Jacobs June 6, 2006 Page 13 interact with management of community financial institutions every day regarding the technology needs of those institutions and their clientele. Intellectual Property and Other Proprietary Rights, page 57 30. To the extent material, please elaborate here or elsewhere as appropriate, on the intellectual property and/or technology that you license from third parties. Please discuss whether these third parties have a right to terminate and raise prices during the term of their agreements. Any agreements that encompass third-party intellectual property or technology that is material to your business may need to be filed as exhibits to the registration statement. Response We have reviewed our licenses for technology from third parties that we incorporate in our products and services, and we have confirmed that in all cases, we could obtain and integrate an alternative software program with a reasonable amount of effort and at a substantially similar cost, and without any material disruption to our business. Executive Compensation, page 59 31. With respect to the amounts under Other Annual Compensation for Mr. Baroco, please advise us to why you have not included the loan forgiveness and the prepayment for the non-compete clause of his employment agreement as amounts that should be included in the salary or bonus columns? Response We entered into an employment agreement with Mr. Baroco in connection with our merger with Towne Services, Inc. in 2001. This employment agreement had a term of two years, which was a one-year reduction from the term of his previous employment agreement with Towne Services, Inc. The new employment agreement also reduced the period for which we would be obligated to provide insurance benefits. Instead of providing those insurance benefits until death, we agreed to provide them until age 65. In consideration of these concessions by Mr. Baroco, we agreed to forgive a promissory note that Mr. Baroco had previously issued to Towne Services, Inc. We forgave the loan in connection with Mr. Baroco's agreement to give up the contractual rights described above. The loan forgiveness was not directly related to services Mr. Baroco provided to us in his capacity as our employee. Accordingly, we included the value of the loan forgiveness in the "Other Annual Compensation" column of our Summary Compensation Table rather than in the "Salary" or "Bonus" columns. When we amended Mr. Baroco's employment agreement with us in 2003, he agreed to the continuation of non-compete obligations in consideration of future cash payments. We made those payments, which primarily related to Mr. Baroco's future obligation to refrain from competing against us, in 2003, 2004 and 2005. Because the payments did not directly relate to the services Mr. Baroco provided to us in his capacity as our employee, we included them in the "Other Annual Compensation" column of our Summary Compensation Table rather than in the "Salary" or "Bonus" columns. Barbara C. Jacobs June 6, 2006 Page 14 Certain Relationships and Transactions, page 68 Acceleration of Stock Options on Closing of this Offering 32. Disclose the reasons why you are accelerating the options upon the closing of the offering. Response We have added disclosure on page 70 to address this comment. Unaudited Pro Forma Consolidated Financial Data, pages F-2 through F-6 Note (A) 33. Provide the computation supporting the reduction of revenues for Goldleaf related to estimated deferred revenues. Explain the assumptions used to determine estimated fair value as of January 1, 2005. Response EITF Issue No. 01-3 provides that an acquiring entity should recognize a liability related to the deferred revenue of an acquired entity only if that deferred revenue represents a legal obligation assumed by the acquiring entity. Accordingly, in connection with the accounting for our acquisition of Goldleaf, we have estimated our obligation to provide services (software support and maintenance) related to acquired revenue arrangements ("deferred service obligation"). In periods following the acquisition, we will reduce the deferred service obligation and will record revenue as we provide the services under the terms of the revenue arrangements. To the extent that the deferred service obligation is different from the acquired entity's previously recorded deferred revenue, the related revenue recorded in subsequent periods will differ from that which would have been recorded under the acquired entity's original accounting. Management computed the estimated fair value of the deferred service obligation at January 31, 2006 by taking into consideration all cost categories that result from providing the ongoing support/maintenance of the customer contracts acquired, plus a profit margin of 20%, which we believe is a reasonable estimate based on our internal expectations and the performance of other publicly-traded competitors. From this computation, we deducted estimated future maintenance fees that we expect to receive over the estimated remaining service period of the contracts acquired. This calculation provided our estimated service obligation for which payment had been received before the acquisition by Goldleaf. To determine the estimated pro forma reduction in Goldleaf revenues, we had to estimate the deferred service obligation that would have been recorded in accordance with EITF 01-3 if the acquisition had been completed on January 1, 2005. To estimate this amount at January 1, 2005, we used the estimated fair value computation of deferred service obligation that we determined as of the actual acquisition date of January 31, 2006, which totaled $4,890,000. We compared this estimate to the previously audited deferred revenue recorded as of January 31, 2006 to calculate a ratio of recorded deferred revenue to the estimated deferred service obligation. Using this ratio of 69.5% and multiplying it Barbara C. Jacobs June 6, 2006 Page 15 by the audited deferred revenue amount as of December 31, 2004 resulted in an estimated deferred service obligation of $3,877,000 at January 1, 2005. We then estimated the amount of the deferred service obligation to be recognized during the pro forma 2005 period. To do so, we took the amount of the deferred service obligation estimated as of January 31, 2006 that we expected to recognize in 2006 to determine the ratio of current revenue impact to total deferred service obligation, which calculated to be 33.6%. We then multiplied the 33.6% by the $3,877,000 estimated deferred service obligation as of January 1, 2005 to arrive at the estimated amount of the deferred service obligation that would have been recognized in 2005. We then compared this calculated amount of revenue to the actual deferred revenue amount that we recognized during 2005 per the audited results. The difference between these two amounts was $917,000, which is the pro forma adjustment total. The table below is the computation of the reduction of revenue as described above. Audited deferred revenue at 1/31/06 $ 7,036 A Estimated deferred service obligation at 1/31/06 $ 4,890 B Ratio of deferred service obligation to audited deferred revenue 69% C = B/A ======== Projected recognition of deferred service obligation during 2006 $ 1,643 D Ratio to total deferred service obligation 34% E = D/B ======== Pro Forma calculations: Audited deferred revenue at 12/31/04 $ 5,579 Ratio of deferred service obligation to audited deferred revenue (per above) 69% C above -------- Estimated deferred service obligation at 1/1/05 3,877 Ratio to total deferred service obligation (per above) 34% E above Projected recognition of deferred service obligation during 2005 (using ratio above) $ 1,303 Actual deferred revenue recognized during 2005 $ 2,220 -------- Pro forma revenue adjustment related to deferred revenue $ (917) ======== Note (B) 34. Describe the specific assumptions used by management in estimating the useful lives allocated to each of the intangible assets acquired, including those supporting your Barbara C. Jacobs June 6, 2006 Page 16 determination that tradenames and trademarks had indefinite lives. At a minimum, your response should address each of the factors set forth in paragraph 11 of SFAS 142 for each intangible asset. Response The following lists the intangible assets identified and the respective useful lives: Acquired technology (Captiva) -- Useful life of 3 years Acquired technology (Goldleaf Technologies) -- Useful life of 7 years Customer list (Captiva) -- Useful life of 10 years Customer list (Goldleaf Technologies) -- Useful life of 10 years Customer list (KVI) -- Useful life of 7 years Non-compete (Captiva) -- Useful life of 3 years Non-compete (Goldleaf) -- Useful life of 3 years Non-compete (KVI) -- Useful life of 2 years Trademarks/Tradenames -- Useful life indefinite Product patents -- Useful life of 20 years Management evaluated each intangible asset identified based on its own merits and specific circumstances in accordance with paragraph 11 of SFAS No. 142. Paragraph 11 of SFAS No. 142 requires consideration of the following: a. The expected use of the asset by the entity. b. The expected useful life of another asset or a group of assets to which the useful life of the intangible asset may relate. c. Any legal, regulatory, or contractual provisions that may limit the useful life. d. Any legal, regulatory, or contractual provisions that enable renewal or extension of the asset's legal or contractual life without substantial cost. e. The effects of obsolescence, demand, competition, and other economic factors. f. The level of maintenance expenditures required to obtain the expected future cash flows from the asset. For our technology intangibles we acquired in connection with our acquisitions of Captiva and Goldleaf Technologies, the key factors from paragraph 11 above are items a., d. and f. The lives for the two acquired technologies are very different, due primarily to our consideration of e. above. We knew at the time of the Captiva acquisition that the software products were generally old and would eventually require a complete revision. We have estimated that we will have to perform this revision in approximately three years to remain competitive and keep up with technology trends. The products we acquired in the Goldleaf acquisition are current from a software platform perspective, and we expect that they will grow in use over the foreseeable future. Although we expect to incur some maintenance expense for this software as time passes, we believe we have appropriately considered these expenses as Barbara C. Jacobs June 6, 2006 Page 17 part of our valuation. We believe that a seven-year period is reasonable to expect to generate positive cash flows from this technology. Neither acquired technology is limited due to any legal, regulatory or contractual provisions. For our customer list intangibles, the key factors from paragraph 11 of SFAS No. 142 are items c., d. and e. The companies we have acquired have generally been in business for a long period. Captiva, through acquisition of TBT, has been in business for more than 25 years, and Goldleaf Technologies has been in business over 15 years. In addition to the long life cycles, our industry is characterized by long-term contracts. All of our customers are under formal contracts with us. Our Captiva and Goldleaf customers typically have five-year agreements with automatic renewal features. For KVI, the agreements do not have a stated term and are cancelable at any time without penalty. From our experience in the financial institution industry, we know that financial institutions are reluctant to make changes in the absence of being acquired. Given these considerations and our customer history, we have concluded that it is conservative to estimate that the Captiva and Goldleaf client base will have a ten-year life and that our KVI Capital customer base will have a seven-year life. We selected a shorter life for KVI Capital given the lack of a stated term and penalties in those contracts. We assigned shorter lives of two and three years for our non-compete intangibles. The primary factor contributing to this is item c. of paragraph 11 of SFAS No. 142. The non-compete intangible assets are a result of the non-compete provisions in the purchase agreements as well as the non-compete provisions included in the employment agreements of the key executives retained from the acquired companies. The non-compete periods in these various documents vary slightly, but are generally two to three years following the date of acquisition and/or date of employment termination. For the trademarks/tradenames intangible assets, please refer to our response to comment 35 below. For the patent intangible, we believe that all of the items in paragraph 11 of SFAS No. 142 are relevant to some degree. The product patents, which are currently pending, relate to our Goldleaf software technology. Patents issued by the U.S. government generally are granted with a 20-year life, and extensions are available. We believe that the products to which our patent applications relate (i.e. ACH transaction and remote deposit processing) are products that will be useful much longer than 20 years. Although these factors would possibly suggest a life slightly longer than 20 years, we also acknowledge that we face competition in using this technology, and we have assigned a seven-year life to the acquired technology relating to these patents. Given these various factors, we estimated a life of 20 years as reasonable. 35. Explain in detail the basis for assuming indefinite lives on trade names and trademarks. For the associated or related technologies associated with each indefinite lived trademarks and trade names describe: their operating histories prior to acquisition; related market and competitive risks; obsolescence risks; and life cycle stage as a basis for supporting indefinite lives. Response We followed paragraph 11 of SFAS 142, particularly items a., d., e. and f., as the guidance to determine an indefinite life on the Goldleaf trade name and trademarks. Barbara C. Jacobs June 6, 2006 Page 18 Under item a., we are required to consider our expected use of the asset. We intend to use the trade name in perpetuity and have changed our name from Private Business, Inc. to Goldleaf Financial Solutions, Inc. to take advantage of the better name recognition in the industry. We will sell all products -- both current and future -- under the Goldleaf trade name and trademarks. Under item d., we are required to consider any legal, regulatory or contractual provisions that enable renewal or extension of the asset's legal or contractual life without substantial cost. The trade name and trademark are registered with the U.S. Copyright Office, and renewal of the trademark does not meet the definition of "substantial cost." There are no other legal, regulatory or contractual provisions that affect use of the trademarks and trade names. Under item e., we are required to consider the effects of obsolescence, demand, competition, and other economic factors, such as the stability of the industry, known technological advances, legislative actions that results in an uncertain or changing regulatory environment, and expected changes in distribution channels. We believe that the products sold under the trade names are in the infancy of their product lives and are the industry-leading products. Under item f., we are required to consider the level of maintenance expenditures required to obtain the expected future cash flows from the asset. We do not believe that any maintenance expenditures are needed to obtain the expected future cash flows from the trademarks and trade names. Note (F) 36. Expand the note disclosure to disclose the reasons for the dividend elimination. Response We have expanded the note disclosure as requested on page F-5. Note (H) 37. We note that as of December 31, 2005 there were 2,446,278 Goldleaf Technologies options outstanding, 2,190,000 of which were exercisable (page F-55). Tell us how and when these options were settled and whether any of the 1.6 million options that were issued to employees of Goldleaf on January 31, 2006 were in exchange for outstanding options of Goldleaf Technologies. Response Goldleaf Technologies cancelled the 2,446,278 employee stock options before we acquired it on January 31, 2006, regardless of the percentage vested. The option grants totaling 1.6 million options were new grants we made to employees of Goldleaf Technologies at the time of acquisition with an entirely new requisite service period of four years, vesting 25% per year on each anniversary date. The vesting period is consistent with all other options we granted. We granted the new options with an exercise price equal to or greater than the fair market value of our stock on the date of grant. Given that the options granted required a new service period, we determined that we should recognize the compensation costs of Barbara C. Jacobs June 6, 2006 Page 19 these new option grants over the period that the employees provide services to us, and that we should not consider them as part of the purchase price. 38. With regard to amounts presented for KVI Capital, Inc. clarify what historical periods are presented and from what source the amounts were derived. Response The periods presented for KVI Capital in the KVI column are for the months January through July 2005, and we derived the amounts from KVI's unaudited interim financial information. 39. Explain the basis for the use of the $1.l8 per share value of common stock as of December 31, 2005 for valuing the common stock issued for the Goldleaf acquisition as opposed to using the measurement date fair value pursuant to SFAS 142 and EITF 99-12. Response We assume that the reference in comment 39 to SFAS No. 142 was intended to be to SFAS No.141. SFAS No. 141 requires the use of the stock price for a reasonable period of time before and after the date of the announced transaction. While we have complied with this provision for actual results reflected in our March 31, 2006 consolidated financial statements included in our quarterly report on Form 10-Q, we could not use the same rationale for the pro forma data. For purposes of calculating the value for the pro forma data, Regulation S-X requires that the pro forma data reflect the results as if the acquisition were completed on the balance sheet date, which in this case was December 31, 2005. We do not believe that it is appropriate to estimate a date upon which the transaction would have been announced for a December 31, 2005 transaction closing, and we have therefore chosen to use the closing stock price of our stock on the last business day before December 31, 2005. Even if we had made an assumption that the announcement date and actual closing date were both on December 31, 2005 and used the average stock price for five days before and after December 31, 2005, the stock value would have not materially changed (i.e., $1.17 vs. $1.18 used). 40. Explain and support the accounting basis under GAAP and Article 11 of Regulation S-X for not recognizing in the pro forma statement of operations the new options stock compensation expense. Response For the periods that pro forma information is presented, we applied the provisions of APB No. 25 to employee stock option grants. Under APB No. 25, any intrinsic value of an option would be expensed over the vesting period. Had we acquired Goldleaf Technologies in 2005, the intrinsic value of the grants would have been zero, and as such, no stock compensation expense would have been recorded. 41. Please describe, in reasonable detail, the process used to identify and value the intangible assets acquired in the Goldleaf Technologies transaction. As part of your response, explain to us the reasons for allocating such a significant portion of the purchase price to goodwill. Barbara C. Jacobs June 6, 2006 Page 20 Response The process we employed to identify the intangible assets of Goldleaf Technologies started with review of a comprehensive listing of possible intangible assets to narrow down the list to those that we believed existed at Goldleaf Technologies. Once we identified the intangible assets to be valued, we began the process of assessing our preliminary estimate of value. Part of our preliminary assessment for all of these intangibles was a comparison to the intangible valuation report that we obtained from an independent party for the Captiva acquisition, given that the companies are similar in that they offer technology products to financial institutions. To determine a general range of reasonableness for values of the Goldleaf Technologies intangible assets, we compared the results of this valuation to each intangible asset to the intangibles identified for Goldleaf Technologies. For acquired technology, we based our estimated value primarily on our estimated cost to build software products comparable to those we acquired. We based our estimate of costs on discussions with our software engineers regarding the time necessary to build comparable products. For the customer list intangible asset, we based this preliminary estimate on the number of customers and the estimated future operating cash flows to be received from these customers. For the non-compete intangible, we based our estimate on the variance in what we might have been willing to pay for Goldleaf Technologies without the non-competes to the actual price paid for the entity with the non-competes in place. For trademarks/tradenames, we knew through our market research and additional due diligence that the name Goldleaf had a strong market presence. Given these facts, we knew that there was value in this intangible asset. We have estimated this value as explained above in our response to comment 35. At the time of acquisition, Goldleaf Technologies had applied for several patents related to their software code. Based on all available information through discussions with Goldleaf Technologies management and patent counsel, we believe that the patents have a reasonable likelihood of being approved and thus have a meaningful value as an intangible asset. We estimated the value of the patent intangible based on the expected increased positive cash flows as a result of holding a patent that gives us a competitive advantage as compared to the expected positive cash flows we would expect to receive if we did not hold such a patent. We have engaged an independent third party to perform a detailed intangible value report that is currently underway. We expect to have this report completed by the middle of July 2006, and we intend to disclose our final purchase accounting for intangibles and goodwill in our quarterly report on Form 10Q for the quarter ended June 30, 2006. We believe that the significant amount of goodwill attributable to the Goldleaf Technologies acquisition results from Goldleaf Technologies' customer base of approximately 2,500 community financial institutions. These 2,500 customers give us the opportunity to cross-sell other products of the entire organization to these customers and realize significant sales synergies over a long period of time, thereby increasing the overall value of the company. Before the acquisition, we had approximately 450 community financial institution relationships. By virtue of the Goldleaf Technologies acquisition, we were able to increase this population by over five times. In addition, Goldleaf's corporate office is located in the same office complex as ours, giving us the opportunity to combine our accounting, human resources, marketing, internal IT, legal and other corporate functions, which we believe will result in significant current and long-term savings. Audited Financial Statements of Private Business, Inc. and Subsidiaries Barbara C. Jacobs June 6, 2006 Page 21 Consolidated Statements of Income, page F-10 42. Revise to present cost of revenues in accordance with Rule 5-03(2) of Regulation S-X. In this regard, your current presentation does not clearly present those expenses associated with cost of revenues for each of your revenue categories. Make conforming changes to all such presentations in the registration statement. Response We have revised our statement of operations presentation for all historical periods to present cost of revenues. As a result, we are filing an amended annual report on Form 10-K for the year ended December 31, 2005 and an amended quarterly report on Form 10-Q for the quarter ended March 31, 2006. Note 1 - Organization and Significant Accounting Policies Software Development Costs, page F-16 43. Tell us where you have classified amortization of capitalized software development costs in your statements of operations. To the extent that costs are related to the provision of goods or services to customers such costs should be classified within cost of revenues. See Question 17 of the SFAS No. 86 Implementation Guide. Response Amortization of software development costs is included in amortization expense in the consolidated statements of operations. We have moved these costs to cost of revenues as per comment 42 above. Revenue Recognition, F-16 44. Tell us how you have established VSOE of fair value for PCS. Response In accordance with paragraph 57 of SOP 97-2, we allocate the fair value of our multiple-element software arrangements to the elements based on vendor-specific evidence (VSOE) of fair value. We have established VSOE on our PCS services based on our stated price that we charge annually for renewals of these services in our contracts. Historically, we have been consistent in this pricing and continue to charge this same fee for new BusinessManager contracts. The standard annual renewal fee for PCS services is typically $1,900, and any variations from this amount are minimal. Accordingly, we have established this amount as our VSOE of fair value for PCS. 45. We note that you have established VSOE for your PCS services and that "the portion of the up-front fee not attributable to PCS relates to the software license and to all other services provided during the initial year of the agreement, including installation, training and marketing services." We note that you recognize the portion of the up-front fee related to these activities over the first four months of the contract. Tell us how you Barbara C. Jacobs June 6, 2006 Page 22 allocate revenue to each of the non-PCS elements included in your software arrangements whether you have established VSOE for each of them. If you have not established VSOE for all elements of the arrangements, tell us how you considered the requirements of paragraph 12 of SOP 97-2 in determining that your recognition pattern is appropriate. Response We do not sell any of the non-PCS elements separately and therefore have not established VSOE for each of them. Instead, in accordance with SOP's 97-2 and 98-9, we have established VSOE for the fair value of the only undelivered element (PCS) and apply the residual method to the portion of the up-front fee not attributable to PCS. We then amortize this residual amount to revenue over a four-month service period. We determined the four-month service period to be the average period that it takes us from contract signing to first merchant funding on the BusinessManager solution. We calculated the four-month service period based on a detailed review of all BusinessManager contracts signed in 2003 and 2004 and compared the contract date to the date that each bank funded its first merchant on the BusinessManager solution. We have determined that the first merchant funding is the best indicator signifying that we have completed all of the non-PCS services, including installation, training and marketing services. 46. We note that in 2005 you reduced the number of months over which you recognize the non-PCS related up-front fee from twelve to four. We also note that four months is the average period of time over which these services are performed. Tell us why you believe it is appropriate to use an average time period, rather than the actual time period in determining the recognition period. Quantify the extent to which your revenues were impacted by this acceleration of revenue recognition beginning in the first quarter of 2005 and the extent to which you estimate revenues will be impacted each quarter in fiscal 2005. Response We have chosen to use an average period of time because we do not believe that the benefits of tracking each contract separately justify the additional administrative costs of tracking every contract's activities, particularly given the relatively low dollar amount of license fees recorded annually and the immaterial impact that use of each contract's actual activities, as compared to the average, would yield. In addition, our normal implementation period ranges from three to five months. Our license fee revenues were increased by $115,000 in Q1 of 2005 as a result of this change. Had we not elected to change the period for license fees, our license fee revenues in Q2 of 2005 through Q1 of 2006 would have increased by approximately $38,000, $50,000, $23,000 and $4,000, respectively. 47. With regard to participation fees and retail planning services revenue, identify the specific accounting literature followed for recognition of revenue from each of these revenue streams, the method by which revenue is allocated to the various elements of these types of arrangements, the timing under which payments are received from customers and the pattern in which services are rendered. Explain and disclose the nature of, elements of service provided and related accounting treatment of each of the two types of participation fees noted on page 32. Barbara C. Jacobs June 6, 2006 Page 23 Response Per SAB 104, paragraph 1, we should consider existing literature and FASB Conceptual framework. Concepts Statement 5, paragraph 83(b) states that "an entity's revenue-earning activities involve delivering or producing goods, rendering services, or other activities that constitute its ongoing major or central operations, and revenues are considered to have been earned when the entity has substantially accomplished what it must do to be entitled to the benefits represented by the revenues." Our participation fees are essentially transaction processing fees. We receive a portion of every accounts receivable dollar that our clients purchase by using our BusinessManager solution. We earn these fees when our client completes the purchase of accounts receivable from a small business merchant. We do not allocate participation fees to various elements. The only difference between initial participation fees and ongoing participation fees is that we receive a larger percentage of the accounts receivable dollars our clients purchase in the first 30 days after each new merchant signs up on the BusinessManager solution. This larger participation percentage is justified as a result of the significant sales and marketing services that our business development managers provide to the client, i.e., helping our customer sell the BusinessManager solution to small business merchants. Our retail planning services revenue is primarily related to two products: the generation of monthly inventory forecasting reports for our retail customers and the provision of monthly support services for our point-of-sale system. We earn and record the inventory forecasting fees when we deliver our forecasting reports to our retail clients each month. We bill and earn the customer support fees monthly as we provide the monthly customer support. For both participation fees and retail planning service revenues, we bill our customers each month for these services, and our customers generally pay us each month in arrears for the services we provide. 48. We note that the revenue streams of both your Captiva (Core Data and Item Processing) and Goldleaf (ACH Manager and Client and Remote Deposit) acquisitions appear to consist of multiple element arrangements containing software. Based on the revenue recognition policies described in their financial statements, it appears that neither entity previously applied SOP 97-2. Tell us how you considered the acquired product and service lines and how you determined that continuation of the previous revenue recognition models was or was not appropriate. Tell us whether there have been any changes in the revenue recognition policies of these businesses subsequent to their acquisition and if so, the quantitative impact of such changes. Response For the core data processing revenue stream, we believe that SOP 97-2 is applicable. To date, we have not sold any new core data processing customers. We expect to apply the provisions of SOP 97-2 to new customer contracts. The customers we acquired through our acquisition of Captiva are primarily long-term customers, and we provide processing services to them on an outsourced basis, or service bureau model. Under this approach, the contract requires an up-front fee that covers data conversion, installation and training. Once this process is complete, the customer pays us a monthly service fee based Barbara C. Jacobs June 6, 2006 Page 24 on the number of transactions processed through our data center. Core data processing customers that choose to install our core software system internally pay an up-front fee to cover data conversion, installation and training and thereafter pay an annual software maintenance fee. The existing Captiva customers are all well past the up-front fees, thus we are either receiving monthly fees for processing services provided each month (service bureau customers) or we are receiving annual software maintenance fees (installed at the customer locations) which is deferred and amortized over the annual period to which the fee relates. For item processing services, we outsource the check processing services for our customers. We do not believe that this product falls under SOP 97-2. All revenues generated from this product are based on services provided each month and are recorded as revenues in the period the services are provided. The revenues are based on the transaction volumes processed each month. Because we do not believe that there is any specific authoritative accounting literature specifically addressing this revenue stream, we have applied the general guidelines of SAB 104, paragraph 1, as discussed in comment 47 above. We provide the Goldleaf ACH and Remote Deposit software products under an Application Service Provider (ASP) model. Goldleaf had previously evaluated its revenue recognition under the provisions of EITF 00-3. Per EITF 00-3, SOP 97-2 is not applicable if the customer does not have the contractual right to take possession of the software at any time during the hosting period without significant penalty and it is not feasible for the customer to either run the software on its own hardware or contract with another party unrelated to the vendor to host the software. We have developed both the ASP version as well as a licensable version of the software to accommodate customers that would rather run the software independently on their hardware. However, customer contracts have not specifically stated that customers may take possession of the software for use on their hardware. While the customer has the ability to take possession and it would be feasible for the customer to run the software on its own hardware, the contractual provisions have not historically provided for this option. Accordingly, we concluded that there is not sufficient evidence to support that the customer has a contractual right to take possession of the software. As a result, we concluded that SOP 97-2 does not apply and accounted for the ACH and Remote Deposit contracts under EITF 00-21. Upon acquisition of Goldleaf Technologies, we concluded that, under the historical contract provisions, Goldleaf Technologies had been appropriately applying the provisions of EITF 00-3 and EITF 00-21. Through the quarter ended March 31, 2006, we have not modified the revenue recognition policies for our Goldleaf ACH and Remote Deposit products. Note 3 -- Preferred Stock Issuance and Credit Facility Closing, pages F-22 and F-24 49. With regard to your issuances of preferred stock in January 2004 and warrants in January 2004 and December 2005, including the amendment and restatement of the warrant agreement in January 2006, tell us: a. How you evaluated the conversion features associated with the preferred shares in order to determine whether an embedded derivative requiring bifurcation under SFAS 133 existed. Tell us how you considered each of the criteria in paragraph 12 of SFAS 133 and the paragraph 11(a) scope exception. Provide us with your analysis using the conditions outlined in paragraphs 12-32 of EITF 00- Barbara C. Jacobs June 6, 2006 Page 25 19. See Section II.B. of Current Accounting and Disclosure Issues in the Division of Corporation Finance, which is available on our web site. Response For both a. above and b. below, the preferred stock issued to Lightyear does not have any conversion features, thus both are not applicable. b. If you determined that the conversion features associated with the preferred shares are outside the scope of SFAS 133, tell us how you determined that no beneficial conversion feature exists. See EITF 98-5 and EITF 00-27. Response See response to paragraph a. above. c. Tell us how you accounted for the issuance of warrants in January 2004 and December 2005 and for their amendment and restatement in January 2006. For each transaction, explain how you considered whether the instruments met the definition of a derivative in accordance with SFAS 133. If you determined that the warrants were not derivatives under SFAS 133, tell us how you determined whether equity or liability classification was appropriate, using the criteria in paragraphs 12-32 of EITF 00-19. Response We determined the fair value of the warrant issued to Lightyear in January 2004 by using the Black-Scholes model. We added the resulting fair value of the warrant to the estimated fair value of the Series A preferred stock, then calculated the proportional share of the total fair value for each instrument. Using these proportional fair values, we allocated the $20 million of cash proceeds we received from Lightyear in to the Series A preferred stock and the 16 million common stock warrant. We credited the pro rata fair value assigned to the warrant to additional paid-in capital. For the warrant issued to Lightyear in December 2005 related to the $10 million senior subordinated debt instrument, we used a similar calculation process. As the debt was not convertible at that date of issuance, there were no issues with beneficial conversion features. We determined the fair value of each of the debt instrument and the warrant and allocated the $10 million of proceeds to each instrument based on its proportionate share of the respective fair values. We credited the proportionate fair value allocated to the warrant to additional paid-in capital, resulting in a debt discount on the senior subordinated debt instrument. The amendment and restatement of the warrants in January 2006 did not alter any of the key terms of the warrants, including the life of the warrants and the exercise price of the warrants. Therefore, there was no accounting impact to the original warrant accounting as a result of the amendment and restatement in January 2006. With respect to our consideration of SFAS No. 133, we note, regarding the January 2004 warrant, that paragraph 11 a. of SFAS 133 states that: Barbara C. Jacobs June 6, 2006 Page 26 "the reporting entity shall not consider the following contracts to be derivative instruments for purposes of this Statement: a. Contracts issued or held by that reporting entity that are both (1) indexed to its own stock and (2) classified in stockholders' equity in its statement of financial position." Based on the above excerpts from SFAS No. 133, we believe we have appropriately determined that the 2004 Lightyear warrant and the 2005 Lightyear warrant were not derivative instruments as defined in SFAS 133 and are not subject to its guidance. Based on the guidance provided in EITF 00-19, we determined that both the 2004 and 2005 warrants (collectively, the "warrants") meet the criteria to be classified as equity. Specifically: - The warrants do not have any net-cash settlement features as discussed in paragraphs 12, 13, 27 and 28. - The warrants are not required to be settled with registered shares nor are there any mandatory registration rights as discussed in paragraphs 14 - 18. - We have sufficient authorized and unissued shares available to settle the warrants after considering all other commitments that may require the issuance of stock during the maximum period the warrants could remain outstanding as discussed in paragraph 19. - The warrant agreements contain explicit limits on the number of shares to be delivered in a share settlement as discussed in paragraphs 20 - 24. - There are no required cash payments to Lightyear in the event we fail to make timely filings with the SEC as discussed in paragraph 25. - There are no required cash payments to Lightyear if the shares initially delivered upon settlement are subsequently sold by Lightyear and the sales proceeds are insufficient to provide Lightyear with full return of the amount due as discussed in paragraph 26. - There are no provisions in the warrant agreements that indicate that Lightyear has rights that rank higher than those of a shareholder of the stock underlying the warrant agreements as discussed in paragraphs 29 - 31. - There is no requirement in either of the warrant agreements to post collateral at any point or for any reason as discussed in paragraph 32. Note 4 -- Sale of Bank Insurance Division, page F-24 50. We note that you recognized the gain on the sale of your bank insurance division within maintenance and other revenues in the 2003 consolidated statement of income. Please tell us the authoritative accounting literature upon which you relied in determining that the gain represented revenue. Your classification of the insurance division's sale cash Barbara C. Jacobs June 6, 2006 Page 27 proceeds in 2003 as cash flow from investing activities, see page F-13, as well as the nature of the transaction supports non-revenue classification. Response We have reclassified the gain on sale of our bank insurance division totaling $427,000 from maintenance and other revenues to other income. Note 7 -- Investment in Direct Financing Leases, page F-26 51. Please explain your balance sheet classification of the $1.3 million in unearned income disclosed in Note 7 page F-26. In addition please tell us how you, as lessor, have recorded your net investment in any leveraged leases where there is associated non-recourse debt. Please explain how your accounting and classification complies with paragraphs 42-47 of SFAS 13 for leveraged leases. Response The $1.3 million of unearned income is included as a reduction of the net investment in direct finance leases in accordance with paragraph 23 of SFAS No. 13. Our leasing business does not comply with paragraphs 42-47 of SFAS No. 13, because our leases do not meet all of the requirements for classification as leveraged leases. Specifically, our net investment does not decline and then increase prior to final elimination of the net investment in the leased asset. Audited Financial Statements of Goldleaf Technologies, Inc. Consolidated Statements of Operations, page F-44 52. Revise to present cost of revenues in accordance with Rule 5-03(2) of Regulation S-X. In this regard, your current presentation does not clearly present those expenses associated with cost of revenues for each of your revenue categories. Response We have revised the historical financial statements of Goldleaf Technologies to present cost of revenues in the amended Form S-1. We are filing an amended current report on Form 8-K with the revised cost of revenues presentation. Note 1 -- Organization and Significant Accounting Policies Restricted Case, page F-47 Barbara C. Jacobs June 6, 2006 Page 28 53. Tell us why your current classification of restricted cash both here and in the pro forma balance sheet on page F-4 is appropriate. See ARB-43, Ch. 3A, par. 6. Response Footnote 1 to paragraph 6 of ARB-43 Ch. 3A states that "if such funds are considered to offset maturing debt which has properly been set up as a current liability, they may be included within the current asset classification." In our case, the current liability is not debt, but customer deposits. This amount is properly classified as a current liability due to the nature of the account. These customer deposits are related to ACH transactions that have not cleared on any given day. These transactions typically clear within three to four days, thus at any period end, the customer deposits in this account will generally be turned over within a week to 10 days after the end of the period and replaced by new ACH transactions that have not cleared. Given the similarity and the classification of the customer deposits as current, we believe that classification of the restricted cash as current is also appropriate. Revenue Recognition, pages F-48 and F-49 54. You disclose that customers use your software and obtain "maintenance support" that includes software upgrades. These products and services appear to be more properly accounted for under SOP 97-2 and not EITF 00-21. Tell us the nature of your revenues describing each of your software product and service offerings and the accounting revenue recognition principles and methods of applying them. (see paragraph 12 of APB 22). We may have further comment. Response As noted in response to comment 48 above, Goldleaf Technologies evaluated the appropriate revenue recognition, giving consideration to the contractual aspects of its customer arrangements. We concur that the ACH and Remote Deposit products are software arrangements. In accordance with EITF 00-3, management concluded that, due to a lack of a stated, contractual right for Goldleaf's customers to take possession of the software at any time during the hosting period, SOP 97-2 was not applicable to Goldleaf's ACH and Remote Deposit products. As noted in the footnote disclosure, the ACH and Remote Deposit arrangements include multiple elements including: - Upfront services: Consists of making the software product available to the customer and ensuring the customer's system capabilities are sufficient to run the product. - Training: Services provided to educate the customer's employees on the capabilities and operations of the product. - Ongoing maintenance services: telephone support and unspecified software enhancements and upgrades. - Per transaction processing fees: fees charged as each ACH or remote deposit transaction is processed by Goldleaf's products on behalf of the customer. Barbara C. Jacobs June 6, 2006 Page 29 As a result, Goldleaf Technologies' management concluded that consideration of the separate elements of these contracts was governed by EITF 00-21. Further, as noted in the footnote disclosure, Goldleaf Technologies had not established sufficient evidence of the stand-alone value of the distinct elements of these arrangements. We are recognizing all revenue on these contracts over the estimated life of the customer relationship. Audited Financial Statements of Total Bank Technology, L.L.C. and Total Bank Technology Solutions, Inc. 55. Tell us how the audited financial statements of Total Bank Technology, L.L.C., for one year ended December 31, 2004 and of Total Bank Technology Solutions, Inc., for one year ended December 31, 2003, satisfy the requirements of Item 3-05 of Regulation S-X. That is, tell us how you determined that no interim financial statements were required for any period subsequent to December 31, 2004 and that no financial statements of Integra Group, LLC, or Captiva Solutions, LLC, were required. Response Our computations of the significance tests required by Rule 3-05 of Regulation S-X indicates that two years of audited financial information is required. Given that Captiva was organized and began during 2005 and merged with us in that same year, we believe the two years of financials for Total Bank Technology, LLC and Total Bank Technology Solutions, Inc. satisfies the two year audit requirement. Interim financial information for the above-referenced companies for a nine-month period was previously included in a definitive proxy statement filed on November 17, 2005. 56. With regard to the restatement of the audited December 31, 2004 and 2003 financial statements, revise to provide the disclosures required by paragraph 37 of APB 20 and to identify the restated amounts on the face of the financial statements. Response Paragraph 37 of APB No. 20 requires disclosure of the nature of the error and the effect of its correction on income before extraordinary item, net income and the related per share amounts in the period in which the error was discovered and corrected. Management of Total Bank Technology, LLC and Total Bank Technology Solutions, Inc. were aware of the GAAP departure, and the auditor's original reports were qualified due to the GAAP departure. The audit opinion for both companies references the nature of the change and references the applicable footnote for the detailed disclosure. Footnotes 9 and 11 of the Total Bank Technology, LLC and Total Bank Technology Solutions, Inc., financial statements, respectively, includes disclosure of the nature of the error and the effect on net income (loss) of the companies. Given that these companies were privately held, disclosure of the effect to net income (loss) per share is not applicable. Also, the companies did not have any extraordinary items in either period; therefore, disclosure of the effect on income before extraordinary item is not applicable. We have added disclosure on the face of the financial statements to reference the categories affected by the error correction as requested. Note 9 -- Goodwill, page F-67 Barbara C. Jacobs June 6, 2006 Page 30 57. We note that goodwill was restated to reflect its original balance of $1,084,093 resulting from the January 1, 2001 acquisition of FTS 2000, Inc. Tell us when SFAS 142 was adopted and how the reversal of all goodwill amortization complies with that standard. Response SFAS No. 142 was adopted effective January 1, 2002 for goodwill resulting from acquisitions before June 30, 2001. The goodwill balance of $1,084,093 was the net book balance through December 31, 2001, although the description in footnote 9 inappropriately references it as the original balance. We have revised footnote 9 of the Total Bank Technology, LLC financials and footnote 11 of the Total Bank Technology Solutions, Inc. financials to clarify this point. KVI Capital, Inc. 58. Tell us how the audited financial statements of KVI Capital, Inc. for the four months ended July 31, 2005 meet the requirements of Item 3-05 of Regulation S-X. Response Our computations of the significance tests required by Rule 3-05 of Regulation S-X indicates that one year of audited financial information is required for KVI Capital, Inc. Under Rule 3-06(b) of Regulation S-X, a period of nine months is deemed to satisfy the one-year requirement in the case of a significant business acquisition, which is the case with KVI. We have provided four months of audited financial statements for KVI Capital to satisfy the one-year audit requirement of Item 3-05 of Regulation S-X. The four-month period from April 1, 2005 through July 31, 2005, plus the five-month period from August 1, 2005 through December 31, 2005 (included in our audited results for 2005) totals a nine-month period. Part II-- Information Not Required in Prospectus Recent Sales of Unregistered Securities 59. With respect to the disclosure regarding the acquisitions, it is not clear how many purchasers were involved in the acquisitions. Revise or advise. Also, since you relied upon the exemption contained in section 4(2), please disclose the financial sophistication of the purchaser and address the purchasers' access to corporate information. Response We have revised the referenced section to address this comment. Form 10-K for the year ended December 31, 2005 Barbara C. Jacobs June 6, 2006 Page 31 60. We note your disclosure regarding the effectiveness of your disclosure controls and procedures. Revise to clarify, if true, that the Company's disclosure controls and procedures are effective to give reasonable assurance that the information required to be disclosed by the Company in reports that it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Also revise to clarify, if true, that your officers concluded that your disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that you file or submit under the Exchange Act is accumulated and communicated to your management, including your chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure. See Exchange Act Rule 13a-15(e). Response We are amending Item 9A of our annual report on Form 10-K for the period ended December 31, 2005 as follows: "Based on our management's evaluation, with the participation of our chief executive officer and chief financial officer, as of the end of the period covered by this report, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, (the "Exchange Act")) are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure." Form 10-Q for the quarter ended March 31, 2006 Item 4 - Controls and Procedures, page 25 61. Revise future filings to state whether the principal executive officer and principal financial officer concluded that your disclosure controls and procedures were effective based upon the full definition contained in Rule 13a-l5(e). That is, tell us, and confirm that you will disclose in future filings, whether your officers concluded that your disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that you file or submit under the Act is recorded, processed, summarized and reported, within the time period specified in the Commission's rules and forms. Your statement that begins with "in an effort to ensure..." is not sufficient. Response We are amending Item 4 of our quarterly report on Form 10-Q for the quarter ended March 31, 2006 to include the language in comment 60 above, and we will include that language in our future filings. Form 8-K filed on May 16, 2006 Barbara C. Jacobs June 6, 2006 Page 32 62. We note that you have excluded stock compensation expense from your computation of EBITDA. Tell us how you considered the guidance in Question 14 of Frequently Asked Questions Regarding the Use of Non-GAAP Measures in determining to label this non-GAAP measure EBITDA. That is, tell us how you determined that your definition of EBITDA is the equivalent of EBITDA, as defined in Question 14. Response As explained in our response to comment 8, we have revised the method we used to calculate and disclose EBITDA in the prospectus to conform to the method expressly permitted in the Adopting Release for Regulation G. We are also amending our current report on Form 8-K to conform to the revised calculation method. Please call me at (404) 817-6189 if I can answer any questions regarding this letter. Sincerely, /s/ Charles D. Vaughn Charles D. Vaughn cc: Jay Ingram Tamara Tangen G. 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NELSON MULLINS RILEY & SCARBOROUGH LLP
Attorneys and Counselors at Law                                                Charles D. Vaughn
999 Peachtree Street, NE / 14th Floor / Atlanta, Georgia  30309-3964           404.817.6189
Tel: 404.817.6000  Fax: 404.817.6050                                           charles.vaughn@nelsonmullins.com
www.nelsonmullins.com




                                  June 6, 2006

Barbara C. Jacobs
Assistant Director
United States Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 4561
450 Fifth Street, N.W.
Washington, DC  20549


         RE:  GOLDLEAF FINANCIAL SOLUTIONS, INC. (F/K/A PRIVATE BUSINESS, INC.)
              REGISTRATION STATEMENT ON FORM S-1
              FILE NO. 333-133542
              FILED APRIL 26, 2006

              FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005
              FILED ON MARCH 23, 2006

              FORM 10-Q FOR THE FISCAL QUARTER ENDED MARCH 31, 2006 FILED ON
              MAY 15, 2006


Dear Ms. Jacobs:

         On behalf of Goldleaf Financial Solutions, Inc. ("Goldleaf"), this
letter responds to the comment letter dated May 25, 2006 regarding the SEC
filings by Goldleaf referenced above. To be consistent with the style used in
those filings, we use the terms "we" and "our" in this letter to refer to
Goldleaf rather than this law firm.

         Our responses to your numbered comments are as follows:

General

         1.       Update the financial statements to comply with Rule 3-12 of
                  Regulation S-X.

         Response

         We have updated the financial statements and the related narrative
disclosure to include the results of the three months ended March 31, 2006 in
accordance with Rule 3-12 of Regulation S-X.

   Atlanta - Charleston - Charlotte - Columbia - Greenville - Myrtle Beach -
                    Raleigh - Winston-Salem - Washington, DC



Barbara C. Jacobs
June 6, 2006
Page 2

         2.       Supplementally provide us with copies of any graphical
                  materials or artwork you intend to use in your prospectus.
                  Upon review of such materials, we may have further comments.
                  Please refer to Section VIII of our March 31, 2001 update to
                  our Current Issues and Rulemaking Projects outline for
                  additional guidance.

         Response

         We have placed our logotype on the cover and back pages of the
prospectus.

Prospectus Summary, page 1

Overview, page 1

         3.       Define your use of the phrases "accounts receivable financing
                  solutions" and "retail inventory management services".

         Response

         We have revised the referenced section on page 1 to address this
comment.

         4.       Define your use of the term "ACH origination and processing."

         Response

         We have revised the referenced section on page 1 to address this
comment.

         5.       Provide a prominent discussion of your relationship with
                  Lightyear, the 54% shareholder.

         Response

         We have added a description of our relationship with Lightyear under an
appropriate caption on page 3 to address this comment.

Industry Overview, page 1

         6.       Please specifically disclose the factual basis for, and the
                  context of, all your beliefs, understandings, estimates and
                  opinions. This particularly pertains to your disclosure of all
                  projections, statistics and assertions. Unless you can
                  substantiate on a reasonable basis all of the projections,
                  statistics and assertions that you cite, please remove them.
                  To the extent you rely on market analyses, please disclose
                  whether the source is publicly available at no or nominal
                  charge. Also, please provide us with copies of all sources
                  utilized for your disclosure of statistics. In this regard,
                  your disclosure should refer to the date of the statistics.
                  Some examples include the following:

                      a.   Reliance on statistics from the FDIC;
                      b.   Reliance on information provided by IDC, a technology
                           research firm (page 46); and


Barbara C. Jacobs
June 6, 2006
Page 3

                      c.   Reliance on information provided by Dun and
                           Bradstreet (page 46).

         Response

         We have a factual basis for the context of all our beliefs,
understandings and estimates, and options regarding the statistics that we cite.
Specifically, the Federal Deposit Insurance Corporation (FDIC) preserves and
promotes public confidence in the United States financial system by identifying,
monitoring and addressing risks to the deposit insurance funds. The FDIC is the
primary federal regulator of banks that are chartered by the states that do not
join the Federal Reserve System. In addition, the FDIC is the back-up supervisor
for the remaining insured banks and thrift institutions. The FDIC accumulates
data based on examinations by FDIC personnel and collection of information from
other government regulatory agencies. These statistics are publicly available on
the Internet at www.fdic.gov. We cite information available on the FDIC's
website stating that, as of March 31, 2006, there are 8,159 community financial
institutions ranging in size from start-up de novo financial institutions to
those with $1 billion in assets.

         Further, we cite information provided by IDC, which is a global
provider of market intelligence, advisory services and events for the
information technology, financial services and consumer technology markets.
IDC's goal is to assist business professionals and the investment community to
make fact-based decisions on technology purchases and business strategy. The
statistics we cite are available in a report from the IDC entitled, U.S. IT
Spending by Vertical Market 2005-2009 Forecast Update, by Anne Lu published in
December 2005, which report was purchased by Friedman Billings Ramsey and is
available for our use in this prospectus. IDC compiles information based on
individual surveys, primary research and the use of third party data. We cite
information as of December 2005, that banks, thrifts and credit unions in the
United States spent approximately $30 billion on information technology during
2004 and are expected to spend approximately $35 billion in 2007.

         We also cite information provided by Dun and Bradstreet. Dun and
Bradstreet provides business information with a global commercial database
containing more than 100 million business records. We subscribe to a Dun and
Bradstreet information database, which gives us access to the statistics we
cite. Dun and Bradstreet compiles the information based on payment data, court
and legal filings, public company financial data, private company financial
data, direct investigations, and government registries. We cite information as
of June 5, 2006, that there are approximately 11.7 million small businesses in
the United States, each with less than $25 million of annual sales.

         See pages 2 and 55.
Summary Consolidated Financial Data

         7.       We note that upon the closing of the offering you will
                  accelerate the vesting of certain stock options and record a
                  charge to "retained earnings." Your disclosures on page 22
                  suggest that the options affected are those issued in
                  connection with the Captiva and Goldleaf acquisitions. Clarify
                  whether these are the only options that will be impacted by
                  the acceleration and tell us how you accounted for the options
                  upon issuance and how you intend to account for the
                  acceleration, including citations of the specific accounting
                  literature upon which your accounting is based.

         Response



Barbara C. Jacobs
June 6, 2006
Page 4

         As of June 5, 2006, a total of 1,432,990 options are outstanding, on a
post-split basis. Of this total, 1,051,400 options, on a post-split basis, were
granted in connection with our acquisitions of Captiva and Goldleaf
Technologies. Based on the stated terms of our stock option plans, the
Compensation Committee of our board of directors determined that the transaction
contemplated in this offering results in acceleration of vesting of unvested
options, as explained below in more detail.

         We have unvested options under our Private Business, Inc. 2005
Long-Term Equity Incentive Plan, Private Business, Inc. 2004 Equity Incentive
Plan, and Private Business, Inc. 1999 Equity Incentive Plan. Under the terms of
the 2004 Plan and the 2005 Plan, all unvested options will immediately vest on
the closing of the offering. Under the terms of the 1999 Plan, one-half of the
unvested options will immediately vest on the closing of the offering. Each of
the 2005 Plan, the 2004 Plan and the 1999 Plan provides for option acceleration
upon the acquisition by a person or group of more than 50% of our voting
securities. In connection with the offering, we expect that the underwriters
will acquire more than 50% of our voting securities and, accordingly, trigger
acceleration of all the unvested options under the 2005 Plan and the 2004 Plan,
and acceleration of one-half of all the unvested options under the 1999 Plan.

         When we issued the Captiva options in October 2005, we accounted for
employee stock option grants in accordance with Accounting Principles Board
Opinion No. 25. At the date of the Captiva option grants in October 2005, the
exercise price was greater than our stock's fair market value. Therefore, there
was no instrinsic value and thus we recorded no stock compensation expense. We
accounted for the Goldleaf Technologies option grants on January 23, 2006 in
accordance with Statement of Financial Accounting Standards No. 123 (Revised).
In accordance with SFAS 123R, upon acceleration of vesting (under the
contractual terms of the original option grant) that eliminates any requisite
service period, we are required to recognize any unrecognized stock compensation
expense in the period in which the acceleration occurs.

         See pages 24 and 70.

Consolidated Statement of Operations Data, pages 7 and 8

         8.       We note that you have adjusted preferred stock dividends in
                  your computation of EBITDA. Tell us how you considered the
                  guidance in Question 14 of Frequently Asked Questions
                  Regarding the Use of Non-GAAP Measures in determining to label
                  this non-GAAP measure EBITDA. That is, tell us how you
                  determined that "earnings available to common shareholders" is
                  the equivalent of "earnings" in the context discussed in
                  Question 14.

         Response

         We have revised the method we use to calculate and disclose EBITDA in
the prospectus to conform to the method expressly permitted in the Adopting
Release for Regulation G: GAAP net income (loss) plus interest expense, income
taxes and depreciation and amortization less interest earned. We provided
supplemental information about non-cash stock compensation expense in the
footnote explaining how we calculated EBITDA, but that expense is no longer
added back in the calculation of EBITDA itself. See pages 9 and 31-32.



Barbara C. Jacobs
June 6, 2006
Page 5

         9.       We understand that you have presented EBITDA as a performance
                  measure since you have reconciled the measure to net income
                  available to common stockholders. We further note that your
                  EBITDA measure excludes recurring items, such as preferred
                  stock dividends, interest, taxes, depreciation and
                  amortization (and in your Form 8-K filed on May 16, 2006 we
                  note that you have also excluded non-cash stock compensation
                  expense). Because this non-GAAP measure excludes recurring
                  items that appear to be significant to performance, further
                  demonstrate its usefulness as an operating performance measure
                  or revise to delete this measure. Refer to Questions 15 and 8,
                  Frequently Asked Questions Regarding the Use of Non-GAAP
                  Measures.

         Response

         As noted above in our response to Comment 8, we have revised the method
we use to calculate and disclose EBITDA to conform to the method expressly
permitted in the Adopting Release for Regulation G. We believe these changes,
together with the explanatory material we have provided in the footnote,
demonstrate its usefulness as an operating performance measure. See pages 9 and
31-32.

Consolidated Balance Sheet Data, page 8

         10.      With regard to your presentation, here and on pages 26, 29 and
                  41, of total long-term debt excluding long-term non-recourse
                  lease notes payable of approximately $6.4 million, tell us
                  whether you have also excluded assets related to these
                  non-recourse liabilities from the total assets amount
                  presented in this table, why you believe this presentation is
                  meaningful to investors and how you considered the guidance in
                  SAB 70 in determining the acceptability of this presentation.

         Response

         Although we did not exclude the investments in direct financing leases
associated with the non-recourse debt from the total assets line item in our
initial filing, we agree with the Staff that we should also exclude these
assets. We have made the change in the accompanying amended registration
statement on Form S-1. We excluded the non-recourse lease notes payable from
total debt because our lenders do not include this amount when assessing our
liquidity and total debt capacity. In accordance with SAB 70, we have not netted
the investments in direct financing leases against the non-recourse notes
payable, as we do not meet all of the requirements of paragraphs 42-47 of SFAS
No. 13. See pages 9, 28, 31-32, 49, and 50.

Risk Factors, page 9

         11.      Add disclosure addressing the risks associated with the fact
                  that you have been operating under the controlled company
                  exception of the NASD rules given the majority ownership of
                  Lightyear. In this regard, please address the risks associated
                  with the fact that you do not need a majority of directors to
                  be independent nor are you required to maintain a nominating
                  committee. Also, Lightyear's post-recapitalization holdings of
                  14.9% should be reflected in your discussion.

         Response



Barbara C. Jacobs
June 6, 2006
Page 6

         We have added a risk factor on page 24 to address this comment.

         12.      Add disclosure addressing the risks associated with your
                  reliance on one product in light of your reliance on one
                  product, Business Manager, which accounted for 68.9% of your
                  revenue in 2005.

         Response

         We believe that the second risk factor on page 10 adequately addresses
this risk. We have revised that risk factor in this filing.

         13.      Many of the captions preceding the risk factors identify a
                  condition or uncertainty, without specifying the material risk
                  to investors that result from the condition or uncertainty.
                  Please revise so that each caption concisely describes the
                  resulting risk to investors.

         Response

         We have revised a number of the risk factor headings to address this
comment.

"We may acquire companies that have significant deficiencies . . .", page 10


         14.      Describe in greater detail the nature of the material
                  weaknesses identified by Grant Thornton LLP during the audit
                  of Goldleaf Technologies and provide us with a copy of the
                  letter to which you refer and any other correspondence related
                  to this matter. In this regard, also revise to disclose the
                  specific steps taken to remediate the material weaknesses and
                  disclose whether you believe the material weaknesses continue
                  to exist.

         Response

         We have revised the risk factor to address this comment and have
transmitted a copy of the Grant Thornton LLP letter dated April 17, 2006 to your
attention via fax. The material weaknesses identified in that letter relate to
the pre-acquisition lack of segregation of duties and inconsistent application
of GAAP at Goldleaf Technologies, a private company. We were aware of these
weaknesses before we acquired Goldleaf Technologies and began the process of
remediating them immediately after the closing. As of the filing of our
quarterly report on Form 10-Q for the quarter ended March 31, 2006, we had
remediated these weaknesses.

         The lack of segregation of duties at Goldleaf Technologies existed due
to an inability to document a review of reconciliations of significant accounts,
as well as a lack of a general review of manual journal entries. We have
addressed this material weakness by implementing our corporate control processes
and procedures at Goldleaf Technologies, including integrating the accounting
software of Goldleaf Technologies into our systems and applying our oversight
procedures to the accounting staff of




Barbara C. Jacobs
June 6, 2006
Page 7


Goldleaf Technologies. We addressed the inconsistent application of GAAP by
recording significant audit adjusting entries to present the financial
statements of Goldleaf Technologies in accordance with GAAP and by ensuring that
the management personnel responsible for financial reporting have an appropriate
level of knowledge of GAAP.

         We note that the April 17, 2006 Grant Thornton letter also cited
"control deficiencies lesser in magnitude than a significant deficiency." These
deficiencies at Goldleaf Technologies, a private company, were: the lack of a
written code of conduct; the lack of a way to submit anonymous information
regarding questionable practices or concerns; and a payroll provider that did
not have SAS 70 audits performed. Now that we own Goldleaf Technologies, none of
these deficiencies exists, and we have not disclosed them in the Form S-1 due to
their immateriality.

         See pages 11-12.

"Acquisitions could result in integration difficulties . . .", page 10

         15.      Expand the narrative to address specifically the amount of
                  goodwill booked in connection with the acquisitions. Here or
                  elsewhere as appropriate, such as in Management's Discussion
                  and Analysis, or Business, disclose the total aggregate
                  consideration of the recent acquisitions.

         Response

         We have added language to the prospectus on page 34 in response to this
comment.

"We may be unable to account for our acquisitions in a timely manner . . .",
page 11

         16.      Given the problems you encountered with the acquisitions,
                  e.g., the inability to apply the significance tests properly,
                  why do you believe your disclosure controls and procedures
                  were effective for the periods listed?

         Response

         The problems we encountered with respect to the timely reporting of the
financial statements of the entities we recently acquired relate primarily to
the application of accounting standards, not to a lack of awareness of those
standards or a failure to apply them. We believe that the processes and
personnel that we have historically used are sufficient to allow our management
to conclude that our disclosure controls and procedures were effective for the
periods listed for our existing operations.

         Specifically, with respect to the $899,000 acquisition of KVI Capital,
we initially believed that KVI Capital's accounting would qualify as leveraged
lease accounting. Under leveraged lease accounting, the investment in leased
assets would be netted against the related non-recourse debt on the balance
sheet. Therefore, in our initial analysis of Rule 3-05 of Regulation S-X, we
concluded that because the acquisition met none of the materiality thresholds,
we were not required to file any audited financial statements for KVI Capital.
We later determined that leveraged lease accounting was not appropriate, which
resulted in a much higher total assets acquired amount. After reassessing Rule
3-05 of



Barbara C. Jacobs
June 6, 2006
Page 8

Regulation S-X using the higher acquired asset total, we determined that one
year of audited financial statements were required.

         In the case of Captiva, our initial analysis of Rule 3-05 of Regulation
S-X did not include the contingent consideration in the total purchase price due
to our belief that it was not likely that the contingent consideration would be
earned. When we acquired Captiva, we had only $5.0 million in available
financing, which would not have been sufficient to enable us to make a material
acquisition. Subsequently, after we obtained a new credit facility, we
reevaluated the likelihood of our being required to issue the contingent
consideration. When we added the contingent consideration into our Rule 3-05
analysis, we concluded that we were required to include two years of audited
financial statements for Captiva rather than the one year period we initially
concluded was required.

         With respect to Goldleaf Technologies, we closed on that acquisition on
January 31, 2006. We were aware, as a result of our due diligence before
closing, that we needed three years of audits and that the financial statements
were not up to the standards of a public company. We hired additional personnel
and worked diligently with our auditors to complete the audit and file a current
report on Form 8-K within the prescribed period. Ultimately, however, we filed
the report seven business days late.

         Comment 16 (continued):

                  If there were any remedial measures undertaken after receipt
                  of the Grant Thornton letter, revise your disclosure as
                  appropriate and disclose whether there were any material costs
                  associated with these measures.

         Response

         Please see our response to comment 14 regarding remedial measures we
undertook. We incurred no material costs in this regard.

"We have broad discretion over the use of proceeds from this offering . . .",
page 22

         17.      Please be advised that you may change the use of proceeds
                  provided such reservation is due to certain contingencies that
                  are specifically discussed and the alternatives to such use
                  are indicated. Refer to Instruction 7 to Item 504 of
                  Regulation S-K for guidance. Also, clarify what you mean when
                  you disclose that you have "not allocated these proceeds for
                  specific purposes." Your disclosure appears to contradict the
                  information provided in your Item 4 disclosure.

         Response

         We have revised this heading for this risk factor to clarify that the
risk is that we have broad discretion to use a portion of the net proceeds as
described. The paragraph under the heading already limits the risk factor in
that manner, and we have added corresponding language in the heading in response
to this comment. See page 24.



Barbara C. Jacobs
June 6, 2006
Page 9


Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 31.

Overview, page 31

         18.      The purpose of this subsection is to provide investors with an
                  introductory understanding of Goldleaf and the matters with
                  which management is concerned primarily in evaluating the
                  company's financial condition and operating results. Consider
                  supplementing this "Overview" section to include an
                  introduction of the industry-wide factors that management
                  views as most relevant to the company.

         Response

         We have added additional language in the "Overview" section regarding
the industry conditions in response to this comment. See page 33.

         Comment 18 (continued):

                  Also, please address the decline in sales, of BusinessManager,
                  your principal product. In this regard, we note that your
                  results of operation discussion for 2005 and 2004 states that
                  you encountered turnover in the management and personnel of
                  the sales force for this product. Your further disclose that
                  attrition rates for small businesses were "relatively stable"
                  but new sales were lower than necessary to increase
                  participation fees. Were the various acquisitions intended to
                  broaden your product/service base given what it appears to be
                  concern over being too dependent upon the BusinessManager
                  product? For a more detailed discussion of what is expected
                  under this subheading and in the MD&A section in general,
                  please refer to the Commission's recent MD&A interpretive
                  guidance in Commission Release No. 33-8350 (December 29, 2003)
                  which may be found on the Commission's website at:
                  http://www.sec.gov/ru1es/interp/33-8350.htm.

         Response

         We have added additional language in the "Overview" section regarding
the performance of BusinessManager and RMSA, and our change in strategy, in
response to this comment. See pages 33-34.

Results of Operations, page 33

         19.      Management's Discussion and Analysis should address the
                  historical categories and line items included in the
                  presentation of your financial condition, changes in financial
                  condition and results of operations as reported in the
                  financial statements included in the filing. Please explain
                  how your MD&A applied to your prospective information
                  addresses the historical presentations. Otherwise, please
                  revise either the historical financial statement presentation
                  or MD&A accordingly.

         Response

         We have revised the historical financial statement presentation in
response to this comment.



Barbara C. Jacobs
June 6, 2006
Page 10

         20.      We note that you intend to revise the revenue line items
                  presented in your statement of operations in future filings.
                  Tell us how you have considered whether the categories
                  previously presented (participation fees, software license,
                  retail inventory management services, insurance brokerage fees
                  and maintenance) represent amounts that should continue to be
                  disclosed in accordance with paragraph 37 of SFAS 131. That
                  is, these categories appear to represent product-lines
                  requiring disclosure under paragraph 37.

         Response

         Paragraph 37 of SFAS 131 allows for the consolidation of products into
a group of similar products. Historically, we had two primary products: accounts
receivable financing and retail inventory management services, which
categorization is consistent with our segment presentation for all historical
periods. As we have modified our strategy to broaden our product offering to
include many other products and services for the financial institution market,
we determined that participation fees, software license, insurance brokerage
fees and maintenance fees are all included in a similar group of products and
services we offer to financial institutions. Except for our retail inventory
management services, we sell all of our products and services primarily through
one sales force and service them primarily through one customer service group.
We sell and support our retail inventory management services through a
completely different group of employees, and the customer base for those
services is completely different from our financial institution clients. Our
other products and services revenue category includes revenues that are
ancillary to our financial institution services segment, such as sale of
supplies, hardware and premium gifts associated with our Free Checking product.
We believe that we have considered and appropriately categorized our product
revenues. Our management team monitors and evaluates our performance based
primarily on the revenue categories that we are now presenting in our financial
statements.

         21.      Your discussion of Financial Institution Service Fees notes a
                  decline from 2004 to 2005 caused by a drop in revenue
                  attributable to the product, "BusinessManager." To the extent
                  this and other changes disclosed in your MD&A constitute any
                  known trends or uncertainties that have had or that you
                  reasonably expect will have a material favorable or
                  unfavorable related impact operations or financial position
                  revise MD&A to discuss both those changes and impact. See Item
                  303 of Regulation S-K.

         Response

         We have added additional language in the "Overview" section of MD&A
regarding the performance of BusinessManager and RMSA, and the possible
continuance of the trend in their performance, in response to this comment. See
page 33.

Critical Accounting Policies

         22.      We note your reference to an "independent appraisal expert",
                  and a similar reference on page F-22 to an independent third
                  party valuation. When you refer to an independent appraiser or
                  valuation in a Securities Act filing you should also disclose
                  the name of the expert and include the expert's consent with
                  the filing. Refer to Rule 436(b) of Regulation C.
                  Alternatively, you may remove such references. Please revise
                  accordingly.



Barbara C. Jacobs
June 6, 2006
Page 11

         Response

         We have deleted all references to independent appraisal experts in our
MD&A and the F-pages.

         23.      For each of your critical accounting policies describe more
                  fully the estimates that involve a high degree of judgment and
                  complexity, identify where and how they affect the company's
                  reported financial results, financial condition and changes in
                  financial condition, and, where material, identify the
                  affected line items. Describe the methodology underlying each
                  critical accounting estimate, the assumptions that are about
                  highly uncertain matters and other assumptions that are
                  material. In particular, goodwill should be addressed in view
                  of the material amount the company has recorded.

         Response

         See pages 42-46 for the changes we have made in response to this
comment.

         24.      Discuss the sensitivity of reported results to changes in the
                  estimates such as from making reasonably possible, near-term
                  changes in the most material assumption(s) underlying the
                  estimate or using in place of the recorded estimate the ends
                  of the range of reasonably possible amounts which the company
                  likely determined when formulating its recorded estimate.
                  Describe the impact of those changes on the company's overall
                  financial performance and, to the extent material, on the line
                  items in the company's financial statements. Describe your
                  history of changing critical accounting estimates in recent
                  years. Confirm to the staff and disclose whether or not senior
                  management discussed the development, selection and disclosure
                  of those estimates with your audit committee.

         Response

         We have added the quantitative effect of the change in assumption for
the period over which we record up-front fees for BusinessManager. There have
been no other significant changes in assumptions in any of the reporting periods
that have materially affected our operating results.

         We confirm to the Staff that we have had discussions with our audit
committee each quarter regarding our critical accounting estimates and
assumptions, and we will continue to do so.

Liquidity and Capital Resources, page 39

         25.      Add disclosure outlining the financial covenants of the credit
                  facility with Bank of America. Currently, you only provide
                  broad discussion on page 43.

         Response

         We have added disclosure on page 51 to address this comment.

Cash from Operating Activities, page 40



Barbara C. Jacobs
June 6, 2006
Page 12


         26.      We note that your discussions of your operating cash flows are
                  essentially recitations of the items contained within your
                  statements of cash flows. Please refer to SEC Release 33-8350
                  and revise to provide enhanced disclosure of the underlying
                  reasons for changes.

         Response

         We have added additional enhanced disclosure on page 47 regarding
operating cash flows for all periods presented.

Debt Outstanding as of March 31, 2006, page 42

         27.      In view of the material debt incurred after December 31, 2005
                  and through March 31, 2006 you should consider including
                  disclosure of your future payment obligations in a manner
                  similar to the Item 303(a)(5) of Regulation S-K - Tabular
                  Disclosure of Contractual Obligations. MD&A should be revised
                  to address the reasonably likely material impact on future
                  financial position and liquidity as a result of the new debt
                  arrangements entered into after December 31, 2005.

         Response

         We have addressed this comment by adding information from our quarterly
report on Form 10-Q to the Form S-1. See page 49.

Business, page 45

Our Industry, page 45

         28.      In the second full paragraph on page 46, please expand the
                  discussion of the correlation between consolidation in the
                  community banking industry and the demand for "a technology
                  solutions provider that focuses on customer service and the
                  needs of community financial institutions."

         Response

         The first sentence in the paragraph cited in the comment refers to
"significant consolidation in the financial technology industry," not the
community banking industry. (Emphasis added.) Given that members of our
management are personally familiar with the customer disruption and
dissatisfaction created by consolidation in the financial technology industry,
we believe that the paragraph is accurate as stated. See page 55.

         29.      Please provide the basis for your assertion in the last
                  sentence in the paragraph immediately preceding the "Our
                  Solution" subsection.

         Response

         We have revised the sentence on page 55 to address this comment. The
belief stated in the revised sentence is based on the personal knowledge of
members of our management and sales staff who



Barbara C. Jacobs
June 6, 2006
Page 13

interact with management of community financial institutions every day regarding
the technology needs of those institutions and their clientele.

Intellectual Property and Other Proprietary Rights, page 57

         30.      To the extent material, please elaborate here or elsewhere as
                  appropriate, on the intellectual property and/or technology
                  that you license from third parties. Please discuss whether
                  these third parties have a right to terminate and raise prices
                  during the term of their agreements. Any agreements that
                  encompass third-party intellectual property or technology that
                  is material to your business may need to be filed as exhibits
                  to the registration statement.

         Response

         We have reviewed our licenses for technology from third parties that we
incorporate in our products and services, and we have confirmed that in all
cases, we could obtain and integrate an alternative software program with a
reasonable amount of effort and at a substantially similar cost, and without any
material disruption to our business.

Executive Compensation, page 59

         31.      With respect to the amounts under Other Annual Compensation
                  for Mr. Baroco, please advise us to why you have not included
                  the loan forgiveness and the prepayment for the non-compete
                  clause of his employment agreement as amounts that should be
                  included in the salary or bonus columns?

         Response

         We entered into an employment agreement with Mr. Baroco in connection
with our merger with Towne Services, Inc. in 2001. This employment agreement had
a term of two years, which was a one-year reduction from the term of his
previous employment agreement with Towne Services, Inc. The new employment
agreement also reduced the period for which we would be obligated to provide
insurance benefits. Instead of providing those insurance benefits until death,
we agreed to provide them until age 65. In consideration of these concessions by
Mr. Baroco, we agreed to forgive a promissory note that Mr. Baroco had
previously issued to Towne Services, Inc. We forgave the loan in connection with
Mr. Baroco's agreement to give up the contractual rights described above. The
loan forgiveness was not directly related to services Mr. Baroco provided to us
in his capacity as our employee. Accordingly, we included the value of the loan
forgiveness in the "Other Annual Compensation" column of our Summary
Compensation Table rather than in the "Salary" or "Bonus" columns.

         When we amended Mr. Baroco's employment agreement with us in 2003, he
agreed to the continuation of non-compete obligations in consideration of future
cash payments. We made those payments, which primarily related to Mr. Baroco's
future obligation to refrain from competing against us, in 2003, 2004 and 2005.
Because the payments did not directly relate to the services Mr. Baroco provided
to us in his capacity as our employee, we included them in the "Other Annual
Compensation" column of our Summary Compensation Table rather than in the
"Salary" or "Bonus" columns.



Barbara C. Jacobs
June 6, 2006
Page 14

Certain Relationships and Transactions, page 68

Acceleration of Stock Options on Closing of this Offering

         32.      Disclose the reasons why you are accelerating the options upon
                  the closing of the offering.

         Response

         We have added disclosure on page 70 to address this comment.

Unaudited Pro Forma Consolidated Financial Data, pages F-2 through F-6

Note (A)

         33.      Provide the computation supporting the reduction of revenues
                  for Goldleaf related to estimated deferred revenues. Explain
                  the assumptions used to determine estimated fair value as of
                  January 1, 2005.

         Response

         EITF Issue No. 01-3 provides that an acquiring entity should recognize
a liability related to the deferred revenue of an acquired entity only if that
deferred revenue represents a legal obligation assumed by the acquiring entity.
Accordingly, in connection with the accounting for our acquisition of Goldleaf,
we have estimated our obligation to provide services (software support and
maintenance) related to acquired revenue arrangements ("deferred service
obligation"). In periods following the acquisition, we will reduce the deferred
service obligation and will record revenue as we provide the services under the
terms of the revenue arrangements. To the extent that the deferred service
obligation is different from the acquired entity's previously recorded deferred
revenue, the related revenue recorded in subsequent periods will differ from
that which would have been recorded under the acquired entity's original
accounting.

         Management computed the estimated fair value of the deferred service
obligation at January 31, 2006 by taking into consideration all cost categories
that result from providing the ongoing support/maintenance of the customer
contracts acquired, plus a profit margin of 20%, which we believe is a
reasonable estimate based on our internal expectations and the performance of
other publicly-traded competitors. From this computation, we deducted estimated
future maintenance fees that we expect to receive over the estimated remaining
service period of the contracts acquired. This calculation provided our
estimated service obligation for which payment had been received before the
acquisition by Goldleaf.

         To determine the estimated pro forma reduction in Goldleaf revenues, we
had to estimate the deferred service obligation that would have been recorded in
accordance with EITF 01-3 if the acquisition had been completed on January 1,
2005. To estimate this amount at January 1, 2005, we used the estimated fair
value computation of deferred service obligation that we determined as of the
actual acquisition date of January 31, 2006, which totaled $4,890,000. We
compared this estimate to the previously audited deferred revenue recorded as of
January 31, 2006 to calculate a ratio of recorded deferred revenue to the
estimated deferred service obligation. Using this ratio of 69.5% and multiplying
it



Barbara C. Jacobs
June 6, 2006
Page 15


by the audited deferred revenue amount as of December 31, 2004 resulted in an
estimated deferred service obligation of $3,877,000 at January 1, 2005.

         We then estimated the amount of the deferred service obligation to be
recognized during the pro forma 2005 period. To do so, we took the amount of the
deferred service obligation estimated as of January 31, 2006 that we expected to
recognize in 2006 to determine the ratio of current revenue impact to total
deferred service obligation, which calculated to be 33.6%. We then multiplied
the 33.6% by the $3,877,000 estimated deferred service obligation as of January
1, 2005 to arrive at the estimated amount of the deferred service obligation
that would have been recognized in 2005. We then compared this calculated amount
of revenue to the actual deferred revenue amount that we recognized during 2005
per the audited results. The difference between these two amounts was $917,000,
which is the pro forma adjustment total.

         The table below is the computation of the reduction of revenue as
described above.

                                                                                       
Audited deferred revenue at 1/31/06                                               $  7,036   A
Estimated deferred service obligation at 1/31/06                                  $  4,890   B

            Ratio of deferred service obligation
              to audited deferred revenue                                               69%  C = B/A
                                                                                  ========

Projected recognition of deferred service obligation
   during 2006                                                                    $  1,643   D

            Ratio to total deferred service obligation                                  34%  E = D/B
                                                                                  ========

Pro Forma calculations:

Audited deferred revenue at 12/31/04                                              $  5,579
            Ratio of deferred service obligation
               to audited deferred revenue (per above)                                  69%  C above
                                                                                  --------
Estimated deferred service obligation at 1/1/05                                      3,877

            Ratio to total deferred service obligation (per above)                      34%  E above

Projected recognition of deferred service obligation
   during 2005 (using ratio above)                                                $  1,303

Actual deferred revenue recognized during 2005                                    $  2,220

                                                                                  --------
            Pro forma revenue adjustment related to deferred revenue              $   (917)
                                                                                  ========




Note (B)

         34.      Describe the specific assumptions used by management in
                  estimating the useful lives allocated to each of the
                  intangible assets acquired, including those supporting your



Barbara C. Jacobs
June 6, 2006
Page 16


                  determination that tradenames and trademarks had indefinite
                  lives. At a minimum, your response should address each of the
                  factors set forth in paragraph 11 of SFAS 142 for each
                  intangible asset.

         Response

         The following lists the intangible assets identified and the respective
useful lives:

                  Acquired technology (Captiva) -- Useful life of 3 years
                  Acquired technology (Goldleaf Technologies) -- Useful life of
                  7 years
                  Customer list (Captiva) -- Useful life of 10 years
                  Customer list (Goldleaf Technologies) -- Useful life of 10
                  years
                  Customer list (KVI) -- Useful life of 7 years
                  Non-compete (Captiva) -- Useful life of 3 years
                  Non-compete (Goldleaf) -- Useful life of 3 years
                  Non-compete (KVI) -- Useful life of 2 years
                  Trademarks/Tradenames -- Useful life indefinite
                  Product patents -- Useful life of 20 years

         Management evaluated each intangible asset identified based on its own
merits and specific circumstances in accordance with paragraph 11 of SFAS No.
142. Paragraph 11 of SFAS No. 142 requires consideration of the following:

         a.       The expected use of the asset by the entity.

         b.       The expected useful life of another asset or a group of assets
                  to which the useful life of the intangible asset may relate.

         c.       Any legal, regulatory, or contractual provisions that may
                  limit the useful life.

         d.       Any legal, regulatory, or contractual provisions that enable
                  renewal or extension of the asset's legal or contractual life
                  without substantial cost.

         e.       The effects of obsolescence, demand, competition, and other
                  economic factors.

         f.       The level of maintenance expenditures required to obtain the
                  expected future cash flows from the asset.

For our technology intangibles we acquired in connection with our acquisitions
of Captiva and Goldleaf Technologies, the key factors from paragraph 11 above
are items a., d. and f. The lives for the two acquired technologies are very
different, due primarily to our consideration of e. above. We knew at the time
of the Captiva acquisition that the software products were generally old and
would eventually require a complete revision. We have estimated that we will
have to perform this revision in approximately three years to remain competitive
and keep up with technology trends. The products we acquired in the Goldleaf
acquisition are current from a software platform perspective, and we expect that
they will grow in use over the foreseeable future. Although we expect to incur
some maintenance expense for this software as time passes, we believe we have
appropriately considered these expenses as




Barbara C. Jacobs
June 6, 2006
Page 17

part of our valuation. We believe that a seven-year period is reasonable to
expect to generate positive cash flows from this technology. Neither acquired
technology is limited due to any legal, regulatory or contractual provisions.

         For our customer list intangibles, the key factors from paragraph 11 of
SFAS No. 142 are items c., d. and e. The companies we have acquired have
generally been in business for a long period. Captiva, through acquisition of
TBT, has been in business for more than 25 years, and Goldleaf Technologies has
been in business over 15 years. In addition to the long life cycles, our
industry is characterized by long-term contracts. All of our customers are under
formal contracts with us. Our Captiva and Goldleaf customers typically have
five-year agreements with automatic renewal features. For KVI, the agreements do
not have a stated term and are cancelable at any time without penalty. From our
experience in the financial institution industry, we know that financial
institutions are reluctant to make changes in the absence of being acquired.
Given these considerations and our customer history, we have concluded that it
is conservative to estimate that the Captiva and Goldleaf client base will have
a ten-year life and that our KVI Capital customer base will have a seven-year
life. We selected a shorter life for KVI Capital given the lack of a stated term
and penalties in those contracts.

         We assigned shorter lives of two and three years for our non-compete
intangibles. The primary factor contributing to this is item c. of paragraph 11
of SFAS No. 142. The non-compete intangible assets are a result of the
non-compete provisions in the purchase agreements as well as the non-compete
provisions included in the employment agreements of the key executives retained
from the acquired companies. The non-compete periods in these various documents
vary slightly, but are generally two to three years following the date of
acquisition and/or date of employment termination.

         For the trademarks/tradenames intangible assets, please refer to our
response to comment 35 below.

         For the patent intangible, we believe that all of the items in
paragraph 11 of SFAS No. 142 are relevant to some degree. The product patents,
which are currently pending, relate to our Goldleaf software technology. Patents
issued by the U.S. government generally are granted with a 20-year life, and
extensions are available. We believe that the products to which our patent
applications relate (i.e. ACH transaction and remote deposit processing) are
products that will be useful much longer than 20 years. Although these factors
would possibly suggest a life slightly longer than 20 years, we also acknowledge
that we face competition in using this technology, and we have assigned a
seven-year life to the acquired technology relating to these patents. Given
these various factors, we estimated a life of 20 years as reasonable.

         35.      Explain in detail the basis for assuming indefinite lives on
                  trade names and trademarks. For the associated or related
                  technologies associated with each indefinite lived trademarks
                  and trade names describe: their operating histories prior to
                  acquisition; related market and competitive risks;
                  obsolescence risks; and life cycle stage as a basis for
                  supporting indefinite lives.

         Response

         We followed paragraph 11 of SFAS 142, particularly items a., d., e. and
f., as the guidance to determine an indefinite life on the Goldleaf trade name
and trademarks.



Barbara C. Jacobs
June 6, 2006
Page 18


         Under item a., we are required to consider our expected use of the
asset. We intend to use the trade name in perpetuity and have changed our name
from Private Business, Inc. to Goldleaf Financial Solutions, Inc. to take
advantage of the better name recognition in the industry. We will sell all
products -- both current and future -- under the Goldleaf trade name and
trademarks.

         Under item d., we are required to consider any legal, regulatory or
contractual provisions that enable renewal or extension of the asset's legal or
contractual life without substantial cost. The trade name and trademark are
registered with the U.S. Copyright Office, and renewal of the trademark does not
meet the definition of "substantial cost." There are no other legal, regulatory
or contractual provisions that affect use of the trademarks and trade names.

         Under item e., we are required to consider the effects of obsolescence,
demand, competition, and other economic factors, such as the stability of the
industry, known technological advances, legislative actions that results in an
uncertain or changing regulatory environment, and expected changes in
distribution channels. We believe that the products sold under the trade names
are in the infancy of their product lives and are the industry-leading products.

         Under item f., we are required to consider the level of maintenance
expenditures required to obtain the expected future cash flows from the asset.
We do not believe that any maintenance expenditures are needed to obtain the
expected future cash flows from the trademarks and trade names.

Note (F)

         36.      Expand the note disclosure to disclose the reasons for the
                  dividend elimination.

         Response

         We have expanded the note disclosure as requested on page F-5.

Note (H)

         37.      We note that as of December 31, 2005 there were 2,446,278
                  Goldleaf Technologies options outstanding, 2,190,000 of which
                  were exercisable (page F-55). Tell us how and when these
                  options were settled and whether any of the 1.6 million
                  options that were issued to employees of Goldleaf on January
                  31, 2006 were in exchange for outstanding options of Goldleaf
                  Technologies.

         Response

         Goldleaf Technologies cancelled the 2,446,278 employee stock options
before we acquired it on January 31, 2006, regardless of the percentage vested.
The option grants totaling 1.6 million options were new grants we made to
employees of Goldleaf Technologies at the time of acquisition with an entirely
new requisite service period of four years, vesting 25% per year on each
anniversary date. The vesting period is consistent with all other options we
granted. We granted the new options with an exercise price equal to or greater
than the fair market value of our stock on the date of grant. Given that the
options granted required a new service period, we determined that we should
recognize the compensation costs of




Barbara C. Jacobs
June 6, 2006
Page 19

these new option grants over the period that the employees provide services to
us, and that we should not consider them as part of the purchase price.

         38.      With regard to amounts presented for KVI Capital, Inc. clarify
                  what historical periods are presented and from what source the
                  amounts were derived.

         Response

         The periods presented for KVI Capital in the KVI column are for the
months January through July 2005, and we derived the amounts from KVI's
unaudited interim financial information.

         39.      Explain the basis for the use of the $1.l8 per share value of
                  common stock as of December 31, 2005 for valuing the common
                  stock issued for the Goldleaf acquisition as opposed to using
                  the measurement date fair value pursuant to SFAS 142 and EITF
                  99-12.

         Response

         We assume that the reference in comment 39 to SFAS No. 142 was intended
to be to SFAS No.141. SFAS No. 141 requires the use of the stock price for a
reasonable period of time before and after the date of the announced
transaction. While we have complied with this provision for actual results
reflected in our March 31, 2006 consolidated financial statements included in
our quarterly report on Form 10-Q, we could not use the same rationale for the
pro forma data.

         For purposes of calculating the value for the pro forma data,
Regulation S-X requires that the pro forma data reflect the results as if the
acquisition were completed on the balance sheet date, which in this case was
December 31, 2005. We do not believe that it is appropriate to estimate a date
upon which the transaction would have been announced for a December 31, 2005
transaction closing, and we have therefore chosen to use the closing stock price
of our stock on the last business day before December 31, 2005. Even if we had
made an assumption that the announcement date and actual closing date were both
on December 31, 2005 and used the average stock price for five days before and
after December 31, 2005, the stock value would have not materially changed
(i.e., $1.17 vs. $1.18 used).

         40.      Explain and support the accounting basis under GAAP and
                  Article 11 of Regulation S-X for not recognizing in the pro
                  forma statement of operations the new options stock
                  compensation expense.

         Response

         For the periods that pro forma information is presented, we applied the
provisions of APB No. 25 to employee stock option grants. Under APB No. 25, any
intrinsic value of an option would be expensed over the vesting period. Had we
acquired Goldleaf Technologies in 2005, the intrinsic value of the grants would
have been zero, and as such, no stock compensation expense would have been
recorded.

         41.      Please describe, in reasonable detail, the process used to
                  identify and value the intangible assets acquired in the
                  Goldleaf Technologies transaction. As part of your response,
                  explain to us the reasons for allocating such a significant
                  portion of the purchase price to goodwill.




Barbara C. Jacobs
June 6, 2006
Page 20

         Response

         The process we employed to identify the intangible assets of Goldleaf
Technologies started with review of a comprehensive listing of possible
intangible assets to narrow down the list to those that we believed existed at
Goldleaf Technologies. Once we identified the intangible assets to be valued, we
began the process of assessing our preliminary estimate of value. Part of our
preliminary assessment for all of these intangibles was a comparison to the
intangible valuation report that we obtained from an independent party for the
Captiva acquisition, given that the companies are similar in that they offer
technology products to financial institutions. To determine a general range of
reasonableness for values of the Goldleaf Technologies intangible assets, we
compared the results of this valuation to each intangible asset to the
intangibles identified for Goldleaf Technologies. For acquired technology, we
based our estimated value primarily on our estimated cost to build software
products comparable to those we acquired. We based our estimate of costs on
discussions with our software engineers regarding the time necessary to build
comparable products. For the customer list intangible asset, we based this
preliminary estimate on the number of customers and the estimated future
operating cash flows to be received from these customers. For the non-compete
intangible, we based our estimate on the variance in what we might have been
willing to pay for Goldleaf Technologies without the non-competes to the actual
price paid for the entity with the non-competes in place. For
trademarks/tradenames, we knew through our market research and additional due
diligence that the name Goldleaf had a strong market presence. Given these
facts, we knew that there was value in this intangible asset. We have estimated
this value as explained above in our response to comment 35.

         At the time of acquisition, Goldleaf Technologies had applied for
several patents related to their software code. Based on all available
information through discussions with Goldleaf Technologies management and patent
counsel, we believe that the patents have a reasonable likelihood of being
approved and thus have a meaningful value as an intangible asset. We estimated
the value of the patent intangible based on the expected increased positive cash
flows as a result of holding a patent that gives us a competitive advantage as
compared to the expected positive cash flows we would expect to receive if we
did not hold such a patent. We have engaged an independent third party to
perform a detailed intangible value report that is currently underway. We expect
to have this report completed by the middle of July 2006, and we intend to
disclose our final purchase accounting for intangibles and goodwill in our
quarterly report on Form 10Q for the quarter ended June 30, 2006.

         We believe that the significant amount of goodwill attributable to the
Goldleaf Technologies acquisition results from Goldleaf Technologies' customer
base of approximately 2,500 community financial institutions. These 2,500
customers give us the opportunity to cross-sell other products of the entire
organization to these customers and realize significant sales synergies over a
long period of time, thereby increasing the overall value of the company. Before
the acquisition, we had approximately 450 community financial institution
relationships. By virtue of the Goldleaf Technologies acquisition, we were able
to increase this population by over five times. In addition, Goldleaf's
corporate office is located in the same office complex as ours, giving us the
opportunity to combine our accounting, human resources, marketing, internal IT,
legal and other corporate functions, which we believe will result in significant
current and long-term savings.

Audited Financial Statements of Private Business, Inc. and Subsidiaries




Barbara C. Jacobs
June 6, 2006
Page 21


Consolidated Statements of Income, page F-10

         42.      Revise to present cost of revenues in accordance with Rule
                  5-03(2) of Regulation S-X. In this regard, your current
                  presentation does not clearly present those expenses
                  associated with cost of revenues for each of your revenue
                  categories. Make conforming changes to all such presentations
                  in the registration statement.

         Response

         We have revised our statement of operations presentation for all
historical periods to present cost of revenues. As a result, we are filing an
amended annual report on Form 10-K for the year ended December 31, 2005 and an
amended quarterly report on Form 10-Q for the quarter ended March 31, 2006.

Note 1 - Organization and Significant Accounting Policies

Software Development Costs, page F-16

         43.      Tell us where you have classified amortization of capitalized
                  software development costs in your statements of operations.
                  To the extent that costs are related to the provision of goods
                  or services to customers such costs should be classified
                  within cost of revenues. See Question 17 of the SFAS No. 86
                  Implementation Guide.

         Response

         Amortization of software development costs is included in amortization
expense in the consolidated statements of operations. We have moved these costs
to cost of revenues as per comment 42 above.

Revenue Recognition, F-16

         44.      Tell us how you have established VSOE of fair value for PCS.

         Response

         In accordance with paragraph 57 of SOP 97-2, we allocate the fair value
of our multiple-element software arrangements to the elements based on
vendor-specific evidence (VSOE) of fair value. We have established VSOE on our
PCS services based on our stated price that we charge annually for renewals of
these services in our contracts. Historically, we have been consistent in this
pricing and continue to charge this same fee for new BusinessManager contracts.
The standard annual renewal fee for PCS services is typically $1,900, and any
variations from this amount are minimal. Accordingly, we have established this
amount as our VSOE of fair value for PCS.

         45.      We note that you have established VSOE for your PCS services
                  and that "the portion of the up-front fee not attributable to
                  PCS relates to the software license and to all other services
                  provided during the initial year of the agreement, including
                  installation, training and marketing services." We note that
                  you recognize the portion of the up-front fee related to these
                  activities over the first four months of the contract. Tell us
                  how you




Barbara C. Jacobs
June 6, 2006
Page 22


                  allocate revenue to each of the non-PCS elements included in
                  your software arrangements whether you have established VSOE
                  for each of them. If you have not established VSOE for all
                  elements of the arrangements, tell us how you considered the
                  requirements of paragraph 12 of SOP 97-2 in determining that
                  your recognition pattern is appropriate.

         Response

         We do not sell any of the non-PCS elements separately and therefore
have not established VSOE for each of them. Instead, in accordance with SOP's
97-2 and 98-9, we have established VSOE for the fair value of the only
undelivered element (PCS) and apply the residual method to the portion of the
up-front fee not attributable to PCS. We then amortize this residual amount to
revenue over a four-month service period. We determined the four-month service
period to be the average period that it takes us from contract signing to first
merchant funding on the BusinessManager solution. We calculated the four-month
service period based on a detailed review of all BusinessManager contracts
signed in 2003 and 2004 and compared the contract date to the date that each
bank funded its first merchant on the BusinessManager solution. We have
determined that the first merchant funding is the best indicator signifying that
we have completed all of the non-PCS services, including installation, training
and marketing services.

         46.      We note that in 2005 you reduced the number of months over
                  which you recognize the non-PCS related up-front fee from
                  twelve to four. We also note that four months is the average
                  period of time over which these services are performed. Tell
                  us why you believe it is appropriate to use an average time
                  period, rather than the actual time period in determining the
                  recognition period. Quantify the extent to which your revenues
                  were impacted by this acceleration of revenue recognition
                  beginning in the first quarter of 2005 and the extent to which
                  you estimate revenues will be impacted each quarter in fiscal
                  2005.

         Response

         We have chosen to use an average period of time because we do not
believe that the benefits of tracking each contract separately justify the
additional administrative costs of tracking every contract's activities,
particularly given the relatively low dollar amount of license fees recorded
annually and the immaterial impact that use of each contract's actual
activities, as compared to the average, would yield. In addition, our normal
implementation period ranges from three to five months. Our license fee revenues
were increased by $115,000 in Q1 of 2005 as a result of this change. Had we not
elected to change the period for license fees, our license fee revenues in Q2 of
2005 through Q1 of 2006 would have increased by approximately $38,000, $50,000,
$23,000 and $4,000, respectively.

         47.      With regard to participation fees and retail planning services
                  revenue, identify the specific accounting literature followed
                  for recognition of revenue from each of these revenue streams,
                  the method by which revenue is allocated to the various
                  elements of these types of arrangements, the timing under
                  which payments are received from customers and the pattern in
                  which services are rendered. Explain and disclose the nature
                  of, elements of service provided and related accounting
                  treatment of each of the two types of participation fees noted
                  on page 32.



Barbara C. Jacobs
June 6, 2006
Page 23


         Response

         Per SAB 104, paragraph 1, we should consider existing literature and
FASB Conceptual framework.

         Concepts Statement 5, paragraph 83(b) states that "an entity's
revenue-earning activities involve delivering or producing goods, rendering
services, or other activities that constitute its ongoing major or central
operations, and revenues are considered to have been earned when the entity has
substantially accomplished what it must do to be entitled to the benefits
represented by the revenues."

         Our participation fees are essentially transaction processing fees. We
receive a portion of every accounts receivable dollar that our clients purchase
by using our BusinessManager solution. We earn these fees when our client
completes the purchase of accounts receivable from a small business merchant. We
do not allocate participation fees to various elements. The only difference
between initial participation fees and ongoing participation fees is that we
receive a larger percentage of the accounts receivable dollars our clients
purchase in the first 30 days after each new merchant signs up on the
BusinessManager solution. This larger participation percentage is justified as a
result of the significant sales and marketing services that our business
development managers provide to the client, i.e., helping our customer sell the
BusinessManager solution to small business merchants.

         Our retail planning services revenue is primarily related to two
products: the generation of monthly inventory forecasting reports for our retail
customers and the provision of monthly support services for our point-of-sale
system. We earn and record the inventory forecasting fees when we deliver our
forecasting reports to our retail clients each month. We bill and earn the
customer support fees monthly as we provide the monthly customer support.

         For both participation fees and retail planning service revenues, we
bill our customers each month for these services, and our customers generally
pay us each month in arrears for the services we provide.

         48.      We note that the revenue streams of both your Captiva (Core
                  Data and Item Processing) and Goldleaf (ACH Manager and Client
                  and Remote Deposit) acquisitions appear to consist of multiple
                  element arrangements containing software. Based on the revenue
                  recognition policies described in their financial statements,
                  it appears that neither entity previously applied SOP 97-2.
                  Tell us how you considered the acquired product and service
                  lines and how you determined that continuation of the previous
                  revenue recognition models was or was not appropriate. Tell us
                  whether there have been any changes in the revenue recognition
                  policies of these businesses subsequent to their acquisition
                  and if so, the quantitative impact of such changes.

         Response

         For the core data processing revenue stream, we believe that SOP 97-2
is applicable. To date, we have not sold any new core data processing customers.
We expect to apply the provisions of SOP 97-2 to new customer contracts. The
customers we acquired through our acquisition of Captiva are primarily long-term
customers, and we provide processing services to them on an outsourced basis, or
service bureau model. Under this approach, the contract requires an up-front fee
that covers data conversion, installation and training. Once this process is
complete, the customer pays us a monthly service fee based




Barbara C. Jacobs
June 6, 2006
Page 24


on the number of transactions processed through our data center. Core data
processing customers that choose to install our core software system internally
pay an up-front fee to cover data conversion, installation and training and
thereafter pay an annual software maintenance fee. The existing Captiva
customers are all well past the up-front fees, thus we are either receiving
monthly fees for processing services provided each month (service bureau
customers) or we are receiving annual software maintenance fees (installed at
the customer locations) which is deferred and amortized over the annual period
to which the fee relates.

         For item processing services, we outsource the check processing
services for our customers. We do not believe that this product falls under SOP
97-2. All revenues generated from this product are based on services provided
each month and are recorded as revenues in the period the services are provided.
The revenues are based on the transaction volumes processed each month. Because
we do not believe that there is any specific authoritative accounting literature
specifically addressing this revenue stream, we have applied the general
guidelines of SAB 104, paragraph 1, as discussed in comment 47 above.

         We provide the Goldleaf ACH and Remote Deposit software products under
an Application Service Provider (ASP) model. Goldleaf had previously evaluated
its revenue recognition under the provisions of EITF 00-3. Per EITF 00-3, SOP
97-2 is not applicable if the customer does not have the contractual right to
take possession of the software at any time during the hosting period without
significant penalty and it is not feasible for the customer to either run the
software on its own hardware or contract with another party unrelated to the
vendor to host the software. We have developed both the ASP version as well as a
licensable version of the software to accommodate customers that would rather
run the software independently on their hardware. However, customer contracts
have not specifically stated that customers may take possession of the software
for use on their hardware. While the customer has the ability to take possession
and it would be feasible for the customer to run the software on its own
hardware, the contractual provisions have not historically provided for this
option. Accordingly, we concluded that there is not sufficient evidence to
support that the customer has a contractual right to take possession of the
software. As a result, we concluded that SOP 97-2 does not apply and accounted
for the ACH and Remote Deposit contracts under EITF 00-21.

         Upon acquisition of Goldleaf Technologies, we concluded that, under the
historical contract provisions, Goldleaf Technologies had been appropriately
applying the provisions of EITF 00-3 and EITF 00-21. Through the quarter ended
March 31, 2006, we have not modified the revenue recognition policies for our
Goldleaf ACH and Remote Deposit products.

Note 3 -- Preferred Stock Issuance and Credit Facility Closing, pages F-22 and
F-24

         49.      With regard to your issuances of preferred stock in January
                  2004 and warrants in January 2004 and December 2005, including
                  the amendment and restatement of the warrant agreement in
                  January 2006, tell us:

                  a.       How you evaluated the conversion features associated
                           with the preferred shares in order to determine
                           whether an embedded derivative requiring bifurcation
                           under SFAS 133 existed. Tell us how you considered
                           each of the criteria in paragraph 12 of SFAS 133 and
                           the paragraph 11(a) scope exception. Provide us with
                           your analysis using the conditions outlined in
                           paragraphs 12-32 of EITF 00-




Barbara C. Jacobs
June 6, 2006
Page 25


                           19. See Section II.B. of Current Accounting and
                           Disclosure Issues in the Division of Corporation
                           Finance, which is available on our web site.

         Response

         For both a. above and b. below, the preferred stock issued to Lightyear
does not have any conversion features, thus both are not applicable.

                  b.       If you determined that the conversion features
                           associated with the preferred shares are outside the
                           scope of SFAS 133, tell us how you determined that no
                           beneficial conversion feature exists. See EITF 98-5
                           and EITF 00-27.

         Response

         See response to paragraph a. above.

                  c.       Tell us how you accounted for the issuance of
                           warrants in January 2004 and December 2005 and for
                           their amendment and restatement in January 2006. For
                           each transaction, explain how you considered whether
                           the instruments met the definition of a derivative in
                           accordance with SFAS 133. If you determined that the
                           warrants were not derivatives under SFAS 133, tell us
                           how you determined whether equity or liability
                           classification was appropriate, using the criteria in
                           paragraphs 12-32 of EITF 00-19.

         Response

         We determined the fair value of the warrant issued to Lightyear in
January 2004 by using the Black-Scholes model. We added the resulting fair value
of the warrant to the estimated fair value of the Series A preferred stock, then
calculated the proportional share of the total fair value for each instrument.
Using these proportional fair values, we allocated the $20 million of cash
proceeds we received from Lightyear in to the Series A preferred stock and the
16 million common stock warrant. We credited the pro rata fair value assigned to
the warrant to additional paid-in capital. For the warrant issued to Lightyear
in December 2005 related to the $10 million senior subordinated debt instrument,
we used a similar calculation process. As the debt was not convertible at that
date of issuance, there were no issues with beneficial conversion features. We
determined the fair value of each of the debt instrument and the warrant and
allocated the $10 million of proceeds to each instrument based on its
proportionate share of the respective fair values. We credited the proportionate
fair value allocated to the warrant to additional paid-in capital, resulting in
a debt discount on the senior subordinated debt instrument. The amendment and
restatement of the warrants in January 2006 did not alter any of the key terms
of the warrants, including the life of the warrants and the exercise price of
the warrants. Therefore, there was no accounting impact to the original warrant
accounting as a result of the amendment and restatement in January 2006.

         With respect to our consideration of SFAS No. 133, we note, regarding
the January 2004 warrant, that paragraph 11 a. of SFAS 133 states that:




Barbara C. Jacobs
June 6, 2006
Page 26


         "the reporting entity shall not consider the following contracts to be
         derivative instruments for purposes of this Statement:

         a.       Contracts issued or held by that reporting entity that are
                  both (1) indexed to its own stock and (2) classified in
                  stockholders' equity in its statement of financial position."

Based on the above excerpts from SFAS No. 133, we believe we have appropriately
determined that the 2004 Lightyear warrant and the 2005 Lightyear warrant were
not derivative instruments as defined in SFAS 133 and are not subject to its
guidance.

         Based on the guidance provided in EITF 00-19, we determined that both
the 2004 and 2005 warrants (collectively, the "warrants") meet the criteria to
be classified as equity. Specifically:

         -        The warrants do not have any net-cash settlement features as
                  discussed in paragraphs 12, 13, 27 and 28.

         -        The warrants are not required to be settled with registered
                  shares nor are there any mandatory registration rights as
                  discussed in paragraphs 14 - 18.

         -        We have sufficient authorized and unissued shares available to
                  settle the warrants after considering all other commitments
                  that may require the issuance of stock during the maximum
                  period the warrants could remain outstanding as discussed in
                  paragraph 19.

         -        The warrant agreements contain explicit limits on the number
                  of shares to be delivered in a share settlement as discussed
                  in paragraphs 20 - 24.

         -        There are no required cash payments to Lightyear in the event
                  we fail to make timely filings with the SEC as discussed in
                  paragraph 25.

         -        There are no required cash payments to Lightyear if the shares
                  initially delivered upon settlement are subsequently sold by
                  Lightyear and the sales proceeds are insufficient to provide
                  Lightyear with full return of the amount due as discussed in
                  paragraph 26.

         -        There are no provisions in the warrant agreements that
                  indicate that Lightyear has rights that rank higher than those
                  of a shareholder of the stock underlying the warrant
                  agreements as discussed in paragraphs 29 - 31.

         -        There is no requirement in either of the warrant agreements to
                  post collateral at any point or for any reason as discussed in
                  paragraph 32.

Note 4 -- Sale of Bank Insurance Division, page F-24

         50.      We note that you recognized the gain on the sale of your bank
                  insurance division within maintenance and other revenues in
                  the 2003 consolidated statement of income. Please tell us the
                  authoritative accounting literature upon which you relied in
                  determining that the gain represented revenue. Your
                  classification of the insurance division's sale cash



Barbara C. Jacobs
June 6, 2006
Page 27


                  proceeds in 2003 as cash flow from investing activities, see
                  page F-13, as well as the nature of the transaction supports
                  non-revenue classification.

         Response

         We have reclassified the gain on sale of our bank insurance division
totaling $427,000 from maintenance and other revenues to other income.

Note 7 -- Investment in Direct Financing Leases, page F-26

         51.      Please explain your balance sheet classification of the $1.3
                  million in unearned income disclosed in Note 7 page F-26. In
                  addition please tell us how you, as lessor, have recorded your
                  net investment in any leveraged leases where there is
                  associated non-recourse debt. Please explain how your
                  accounting and classification complies with paragraphs 42-47
                  of SFAS 13 for leveraged leases.

         Response

         The $1.3 million of unearned income is included as a reduction of the
net investment in direct finance leases in accordance with paragraph 23 of SFAS
No. 13. Our leasing business does not comply with paragraphs 42-47 of SFAS No.
13, because our leases do not meet all of the requirements for classification as
leveraged leases. Specifically, our net investment does not decline and then
increase prior to final elimination of the net investment in the leased asset.


Audited Financial Statements of Goldleaf Technologies, Inc.

Consolidated Statements of Operations, page F-44

         52.      Revise to present cost of revenues in accordance with Rule
                  5-03(2) of Regulation S-X. In this regard, your current
                  presentation does not clearly present those expenses
                  associated with cost of revenues for each of your revenue
                  categories.

         Response

         We have revised the historical financial statements of Goldleaf
Technologies to present cost of revenues in the amended Form S-1. We are filing
an amended current report on Form 8-K with the revised cost of revenues
presentation.

Note 1 -- Organization and Significant Accounting Policies

Restricted Case, page F-47






Barbara C. Jacobs
June 6, 2006
Page 28


         53.      Tell us why your current classification of restricted cash
                  both here and in the pro forma balance sheet on page F-4 is
                  appropriate. See ARB-43, Ch. 3A, par. 6.

         Response

         Footnote 1 to paragraph 6 of ARB-43 Ch. 3A states that "if such funds
are considered to offset maturing debt which has properly been set up as a
current liability, they may be included within the current asset
classification." In our case, the current liability is not debt, but customer
deposits. This amount is properly classified as a current liability due to the
nature of the account. These customer deposits are related to ACH transactions
that have not cleared on any given day. These transactions typically clear
within three to four days, thus at any period end, the customer deposits in this
account will generally be turned over within a week to 10 days after the end of
the period and replaced by new ACH transactions that have not cleared. Given the
similarity and the classification of the customer deposits as current, we
believe that classification of the restricted cash as current is also
appropriate.

Revenue Recognition, pages F-48 and F-49

         54.      You disclose that customers use your software and obtain
                  "maintenance support" that includes software upgrades. These
                  products and services appear to be more properly accounted for
                  under SOP 97-2 and not EITF 00-21. Tell us the nature of your
                  revenues describing each of your software product and service
                  offerings and the accounting revenue recognition principles
                  and methods of applying them. (see paragraph 12 of APB 22). We
                  may have further comment.

         Response

         As noted in response to comment 48 above, Goldleaf Technologies
evaluated the appropriate revenue recognition, giving consideration to the
contractual aspects of its customer arrangements. We concur that the ACH and
Remote Deposit products are software arrangements. In accordance with EITF 00-3,
management concluded that, due to a lack of a stated, contractual right for
Goldleaf's customers to take possession of the software at any time during the
hosting period, SOP 97-2 was not applicable to Goldleaf's ACH and Remote Deposit
products. As noted in the footnote disclosure, the ACH and Remote Deposit
arrangements include multiple elements including:

                  -        Upfront services: Consists of making the software
                           product available to the customer and ensuring the
                           customer's system capabilities are sufficient to run
                           the product.

                  -        Training: Services provided to educate the customer's
                           employees on the capabilities and operations of the
                           product.

                  -        Ongoing maintenance services: telephone support and
                           unspecified software enhancements and upgrades.

                  -        Per transaction processing fees: fees charged as each
                           ACH or remote deposit transaction is processed by
                           Goldleaf's products on behalf of the customer.



Barbara C. Jacobs
June 6, 2006
Page 29


         As a result, Goldleaf Technologies' management concluded that
consideration of the separate elements of these contracts was governed by EITF
00-21. Further, as noted in the footnote disclosure, Goldleaf Technologies had
not established sufficient evidence of the stand-alone value of the distinct
elements of these arrangements. We are recognizing all revenue on these
contracts over the estimated life of the customer relationship.

Audited Financial Statements of Total Bank Technology, L.L.C. and Total Bank
Technology Solutions, Inc.


         55.      Tell us how the audited financial statements of Total Bank
                  Technology, L.L.C., for one year ended December 31, 2004 and
                  of Total Bank Technology Solutions, Inc., for one year ended
                  December 31, 2003, satisfy the requirements of Item 3-05 of
                  Regulation S-X. That is, tell us how you determined that no
                  interim financial statements were required for any period
                  subsequent to December 31, 2004 and that no financial
                  statements of Integra Group, LLC, or Captiva Solutions, LLC,
                  were required.

         Response

         Our computations of the significance tests required by Rule 3-05 of
Regulation S-X indicates that two years of audited financial information is
required. Given that Captiva was organized and began during 2005 and merged with
us in that same year, we believe the two years of financials for Total Bank
Technology, LLC and Total Bank Technology Solutions, Inc. satisfies the two year
audit requirement. Interim financial information for the above-referenced
companies for a nine-month period was previously included in a definitive proxy
statement filed on November 17, 2005.

         56.      With regard to the restatement of the audited December 31,
                  2004 and 2003 financial statements, revise to provide the
                  disclosures required by paragraph 37 of APB 20 and to identify
                  the restated amounts on the face of the financial statements.

         Response

         Paragraph 37 of APB No. 20 requires disclosure of the nature of the
error and the effect of its correction on income before extraordinary item, net
income and the related per share amounts in the period in which the error was
discovered and corrected. Management of Total Bank Technology, LLC and Total
Bank Technology Solutions, Inc. were aware of the GAAP departure, and the
auditor's original reports were qualified due to the GAAP departure. The audit
opinion for both companies references the nature of the change and references
the applicable footnote for the detailed disclosure. Footnotes 9 and 11 of the
Total Bank Technology, LLC and Total Bank Technology Solutions, Inc., financial
statements, respectively, includes disclosure of the nature of the error and the
effect on net income (loss) of the companies. Given that these companies were
privately held, disclosure of the effect to net income (loss) per share is not
applicable. Also, the companies did not have any extraordinary items in either
period; therefore, disclosure of the effect on income before extraordinary item
is not applicable. We have added disclosure on the face of the financial
statements to reference the categories affected by the error correction as
requested.

Note 9 -- Goodwill, page F-67




Barbara C. Jacobs
June 6, 2006
Page 30


         57.      We note that goodwill was restated to reflect its original
                  balance of $1,084,093 resulting from the January 1, 2001
                  acquisition of FTS 2000, Inc. Tell us when SFAS 142 was
                  adopted and how the reversal of all goodwill amortization
                  complies with that standard.

         Response

         SFAS No. 142 was adopted effective January 1, 2002 for goodwill
resulting from acquisitions before June 30, 2001. The goodwill balance of
$1,084,093 was the net book balance through December 31, 2001, although the
description in footnote 9 inappropriately references it as the original balance.
We have revised footnote 9 of the Total Bank Technology, LLC financials and
footnote 11 of the Total Bank Technology Solutions, Inc. financials to clarify
this point.

KVI Capital, Inc.

         58.      Tell us how the audited financial statements of KVI Capital,
                  Inc. for the four months ended July 31, 2005 meet the
                  requirements of Item 3-05 of Regulation S-X.


         Response

         Our computations of the significance tests required by Rule 3-05 of
Regulation S-X indicates that one year of audited financial information is
required for KVI Capital, Inc. Under Rule 3-06(b) of Regulation S-X, a period of
nine months is deemed to satisfy the one-year requirement in the case of a
significant business acquisition, which is the case with KVI. We have provided
four months of audited financial statements for KVI Capital to satisfy the
one-year audit requirement of Item 3-05 of Regulation S-X. The four-month period
from April 1, 2005 through July 31, 2005, plus the five-month period from August
1, 2005 through December 31, 2005 (included in our audited results for 2005)
totals a nine-month period.

Part II-- Information Not Required in Prospectus

Recent Sales of Unregistered Securities

         59.      With respect to the disclosure regarding the acquisitions, it
                  is not clear how many purchasers were involved in the
                  acquisitions. Revise or advise. Also, since you relied upon
                  the exemption contained in section 4(2), please disclose the
                  financial sophistication of the purchaser and address the
                  purchasers' access to corporate information.

         Response

         We have revised the referenced section to address this comment.

Form 10-K for the year ended December 31, 2005



Barbara C. Jacobs
June 6, 2006
Page 31


         60.      We note your disclosure regarding the effectiveness of your
                  disclosure controls and procedures. Revise to clarify, if
                  true, that the Company's disclosure controls and procedures
                  are effective to give reasonable assurance that the
                  information required to be disclosed by the Company in reports
                  that it files under the Exchange Act is recorded, processed,
                  summarized and reported within the time periods specified in
                  the rules and forms of the SEC. Also revise to clarify, if
                  true, that your officers concluded that your disclosure
                  controls and procedures are effective to ensure that
                  information required to be disclosed in the reports that you
                  file or submit under the Exchange Act is accumulated and
                  communicated to your management, including your chief
                  executive officer and chief financial officer, to allow timely
                  decisions regarding required disclosure. See Exchange Act Rule
                  13a-15(e).

         Response

         We are amending Item 9A of our annual report on Form 10-K for the
period ended December 31, 2005 as follows:

                  "Based on our management's evaluation, with the participation
         of our chief executive officer and chief financial officer, as of the
         end of the period covered by this report, our chief executive officer
         and chief financial officer have concluded that our disclosure controls
         and procedures (as defined in Rule 13a-15(e) under the Securities
         Exchange Act of 1934, as amended, (the "Exchange Act")) are effective
         to ensure that information required to be disclosed by us in reports
         that we file or submit under the Exchange Act is recorded, processed,
         summarized and reported within the time periods specified in the rules
         and forms of the SEC and is accumulated and communicated to our
         management, including our chief executive officer and chief financial
         officer, as appropriate to allow timely decisions regarding required
         disclosure."

Form 10-Q for the quarter ended March 31, 2006

Item 4 - Controls and Procedures, page 25

         61.      Revise future filings to state whether the principal executive
                  officer and principal financial officer concluded that your
                  disclosure controls and procedures were effective based upon
                  the full definition contained in Rule 13a-l5(e). That is, tell
                  us, and confirm that you will disclose in future filings,
                  whether your officers concluded that your disclosure controls
                  and procedures are effective to ensure that information
                  required to be disclosed in the reports that you file or
                  submit under the Act is recorded, processed, summarized and
                  reported, within the time period specified in the Commission's
                  rules and forms. Your statement that begins with "in an effort
                  to ensure..." is not sufficient.

         Response

         We are amending Item 4 of our quarterly report on Form 10-Q for the
quarter ended March 31, 2006 to include the language in comment 60 above, and we
will include that language in our future filings.

Form 8-K filed on May 16, 2006




Barbara C. Jacobs
June 6, 2006
Page 32


         62.      We note that you have excluded stock compensation expense from
                  your computation of EBITDA. Tell us how you considered the
                  guidance in Question 14 of Frequently Asked Questions
                  Regarding the Use of Non-GAAP Measures in determining to label
                  this non-GAAP measure EBITDA. That is, tell us how you
                  determined that your definition of EBITDA is the equivalent of
                  EBITDA, as defined in Question 14.

         Response

         As explained in our response to comment 8, we have revised the method
we used to calculate and disclose EBITDA in the prospectus to conform to the
method expressly permitted in the Adopting Release for Regulation G. We are also
amending our current report on Form 8-K to conform to the revised calculation
method.

         Please call me at (404) 817-6189 if I can answer any questions
regarding this letter.

                                                     Sincerely,



                                                     /s/ Charles D. Vaughn
                                                     Charles D. Vaughn

cc:    Jay Ingram
       Tamara Tangen
       G. Lynn Boggs