U. S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                   FORM 10-QSB


[X]   Quarterly  Report  Under  Section 13 or 15(d) of the Securities Exchange
      Act  of  1934
      For  the  quarterly  period  ended  JUNE  30,  2004
                                          ---------------


[ ]   Transition  Report under Section 13 or 15(d) of the Securities Exchange
      Act  of  1934
      For  the  transition  period  from  __________  to  __________


                       COMMISSION FILE NUMBER:  333-102971

                            Freedom Bancshares, Inc.
         -----------------------------------------------------------------
         (Exact name of small business issuer as specified in its charter)

         Georgia                                              06-1671382
---------------------------                           ------------------------
(State  of  Incorporation)                                   (IRS  Employer
                                                          Identification  No.)


                     3165 MAYSVILLE ROAD, COMMERCE, GA 30529
                     ---------------------------------------
                    (Address of principal executive offices)

                                 (706) 423-2500
                                 --------------
                           (Issuer's telephone number)

                                      N/A
      ---------------------------------------------------------------------
      (Former name, former address and former fiscal year, if changed since
                                  last report)


Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for  such shorter period that the registrant was required to file such reports),
and  (2)  has  been  subject  to  such filing requirements for the past 90 days.

                               YES  [X]  NO  [ ]


State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of

         AUGUST 14, 2004:   947,789 SHARES OUTSTANDING, $1.00 PAR VALUE
         --------------------------------------------------------------


Transitional  Small  Business  Disclosure  Format    Yes        No    X
                                                          -----     -----


<PAGE>
                                      INDEX

PART  I.   FINANCIAL  INFORMATION

Item  1.  Financial  Statements  (Unaudited)

               Consolidated Balance Sheets - June 30, 2004 and December 31, 2003

               Consolidated  Statements  of  Operations and Comprehensive Loss -
               Three months and six months ended June 30, 2004 and June 30, 2003

               Consolidated  Statements  of  Cash  Flows  -
               Six  months  ended  June  30,  2004  and  June  30,  2003

               Notes to Consolidated Financial Statements

Item  2.  Management's Discussion and Analysis of Financial Condition or Plan of
          Operations

Item  3.  Controls and Procedures


PART II.  OTHER INFORMATION

Item  1.  Legal Proceedings

Item  2.  Changes  in  Securities  and Small Business Issuer Purchases of Equity
          Securities

Item  3.  Defaults  Upon  Senior  Securities

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

Item  5.  Other  Information

Item  6.  Exhibits  and  Report  on  From  8-K

Signature Page

Exhibit Index


<PAGE>
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS


                                CONSOLIDATED BALANCE SHEETS
                            JUNE 30, 2004 AND DECEMBER 31, 2003
                                        (UNAUDITED)

                             ASSETS                                   2004         2003
                             ------                              ------------  -----------
<S>                                                              <C>           <C>

Cash and due from banks                                          $   709,943   $6,864,347
Federal funds sold                                                 2,129,488            -
                                                                 ------------  -----------
Total cash and cash equivalents                                    2,839,431    6,864,347

Securities available-for-sale, at fair value                       3,456,995            -

Loans                                                             19,127,851            -
Less allowance for loan losses                                      (285,000)           -
                                                                 ------------  -----------
      Loans, net                                                  18,842,851            -
                                                                 ------------  -----------

Property and equipment, net                                          901,029      276,077
Interest receivable                                                  106,561            -
Other assets                                                         106,928       87,720
                                                                 ------------  -----------
                                                                 $26,253,796   $7,228,144
                                                                 ============  ===========

          LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
          ----------------------------------------------

DEPOSITS
  Noninterest-bearing                                            $ 1,540,268   $        -
  Interest-bearing                                                17,050,971            -
                                                                 ------------  -----------
      TOTAL DEPOSITS                                              18,591,239            -
Interest payable                                                      16,917            -
Other liabiliites                                                     31,282       61,810
                                                                 ------------  -----------
      TOTAL LIABILITIES                                          $18,639,438   $   61,810
                                                                 ------------  -----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred stock, no par value; 2,000,000 shares authorized;
    no shares issued and outstanding                                       -            -
  Common stock, $1.00 par value, 10,000,000 shares authorized;
    947,789 and  827,699 shares issued and outstanding
    at June 30, 2004 and December 31, 2003, respectively             947,789      827,699
  Paid-in capital                                                  8,226,243    7,145,433
  Accumulated deficit                                             (1,513,579)    (806,798)
  Accumulated other comprehensive income                             (46,096)           -
                                                                 ------------  -----------
      TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                         7,614,358    7,166,334
                                                                 ------------  -----------
                                                                 $26,253,796   $7,228,144
                                                                 ============  ===========

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements


                               CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                                        THREE MONTHS ENDED JUNE 30, 2004 AND 2003
                                         SIX MONTHS ENDED JUNE 30, 2004 AND 2003
                                                       (UNAUDITED)

                                                     THREE MONTHS      THREE MONTHS       SIX MONTHS        SIX MONTHS
                                                    ENDED JUNE 30,    ENDED JUNE 30,    ENDED JUNE 30,    ENDED JUNE 30,
                                                         2004              2003              2004              2003
                                                   ----------------  ----------------  ----------------  ----------------
<S>                                                <C>               <C>               <C>               <C>
INTEREST INCOME
  Loans                                            $       282,051   $             -   $       357,688   $             -
  Taxable securities                                        26,181                 -            26,181                 -
  Federal funds sold                                         9,088                 -            23,394                 -
                                                   ----------------  ----------------  ----------------  ----------------
                                                   $       317,320   $             -   $       407,263   $             -
                                                   ----------------  ----------------  ----------------  ----------------
INTEREST EXPENSE
  Deposits                                         $        64,978   $             -   $        70,196   $             -
  Other borrowings                                              48             4,541                48             7,941
                                                   ----------------  ----------------  ----------------  ----------------
    TOTAL INTEREST EXPENSE                         $        65,026   $         4,541   $        70,244   $         7,941
                                                   ----------------  ----------------  ----------------  ----------------

    NET INTEREST INCOME (EXPENSE)                  $       252,294   $        (4,541)  $       337,019   $        (7,941)
PROVISION FOR LOAN LOSSES                                  185,000                 -           285,000                 -
                                                   ----------------  ----------------  ----------------  ----------------
    NET INTEREST INCOME (EXPENSE)
    AFTER PROVISION FOR LOAN LOSSES                $        67,294   $        (4,541)  $        52,019   $        (7,941)
                                                   ----------------  ----------------  ----------------  ----------------

OTHER INCOME
  Service charges on deposit accounts              $         1,383   $             -   $         1,523   $             -
  Other operating income                                     2,439                 -             3,162                 -
                                                   ----------------  ----------------  ----------------  ----------------
    TOTAL OTHER INCOME                             $         3,822   $             -   $         4,685   $             -
                                                   ----------------  ----------------  ----------------  ----------------

OTHER EXPENSES
  Salaries and other employee benefits             $       259,069   $       128,141   $       428,021   $       212,541
  Data processing                                           95,084                 -           109,364                 -
  Advertising and public relations                          10,822                 -            25,045                 -
  Occupancy and equipment expenses                          42,622             5,619            60,834            12,099
  Regulatory fees and assessments                             (150)            1,263             5,000             4,252
  Legal and professional fees                               13,000            26,009            15,479            53,347
  Other operating expenses                                  43,764             3,470           119,741            39,117
                                                   ----------------  ----------------  ----------------  ----------------
    TOTAL OTHER EXPENSES                           $       464,211   $       164,502   $       763,484   $       321,356
                                                   ----------------  ----------------  ----------------  ----------------

    LOSS BEFORE INCOME TAXES                       $      (393,095)  $      (169,043)  $      (706,780)  $      (329,297)

INCOME TAX EXPENSE                                               -                 -                 -                 -

                                                   ----------------  ----------------  ----------------  ----------------
    NET LOSS                                       $      (393,095)  $      (169,043)  $      (706,780)  $      (329,297)
                                                   ----------------  ----------------  ----------------  ----------------

OTHER COMPREHENSIVE LOSS

  Unrealized losses on securities available-
  for-sale arising during the period, net of tax   $       (46,096)  $             -   $       (46,096)  $             -
                                                   ----------------  ----------------  ----------------  ----------------
    COMPREHENSIVE LOSS                             $      (439,191)  $      (169,043)  $      (752,876)  $      (329,297)
                                                   ================  ================  ================  ================

BASIC AND DILUTED LOSSES PER SHARE                 $         (0.44)  N/A               $         (0.75)  N/A
                                                   ================  ================  ================  ================

CASH DIVIDENDS PER SHARE                           $             -   $             -   $             -   $             -
                                                   ================  ================  ================  ================

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements


                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     SIX MONTHS ENDED JUNE 30, 2004 AND 2003
                                  (UNAUDITED)

                                                          2004          2003
                                                      -------------  ----------
<S>                                                   <C>            <C>
OPERATING ACTIVITIES
  Net loss                                            $   (706,780)  $(329,297)
  Adjustments to reconcile net loss to net cash
    used in operating activites:
    Amortization and accretion on Securities          $      1,224   $       -
    Depreciation                                            29,859       1,600
    Provision for loan losses                              285,000           -
    Increase in interest receivable                       (106,561)          -
    Increase in interest payable                            16,917           -
    Decrease in accounts payable and accruals              (30,528)    (51,996)
    Increase in other assets                                11,522           -
                                                      -------------  ----------
      Net cash used in operating activities           $   (499,347)  $(379,693)
                                                      -------------  ----------

INVESTING ACTIVITIES
    Purchases of securities available for sale        $ (3,612,786)  $       -
    Payments received on securities                         77,740           -
    Net increase in loans                              (19,127,851)          -
    Purchases of premises and equipment                   (654,811)          -
                                                      -------------  ----------
      Net cash used in investing activities           $(23,317,708)  $       -
                                                      -------------  ----------

FINANCING ACTIVITES
    Net increase in deposits                          $ 18,591,239   $       -
    Proceeds from sale of common stock                   1,200,900           -
    Proceeds from line of credit                                 -     507,500
    Stock issue costs                                            -    (161,642)
                                                      -------------  ----------
      Net cash provided by financing activities       $ 19,792,139   $ 345,858
                                                      -------------  ----------
    Net decrease in cash and cash equivalents         $ (4,024,916)  $ (33,835)
    Cash and cash equivalents at beginning of period     6,864,347      33,835
                                                      -------------  ----------
    Cash and cash equivalents at end of period        $  2,839,431   $       -
                                                      =============  ==========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
    Cash paid for:
      Interest                                        $     53,327   $   7,941

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
</TABLE>


<PAGE>
                            FREEDOM BANCSHARES, INC.
                                 AND SUBSIDIARY

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2004
                                   (Unaudited)


NOTE 1.   BASIS OF PRESENTATION

          The  financial information contained herein is unaudited. Accordingly,
          the  information  does  not  include all the information and footnotes
          required  by  generally  accepted  accounting  principles for complete
          financial  statements,  however,  such  information  reflects  all
          adjustments (consisting solely of normal recurring adjustments), which
          are,  in  the opinion of management, necessary for a fair statement of
          results  for  the  interim  periods.

          Operating  results for the three- and six-month periods ended June 30,
          2004  are  not  necessarily  indicative  of  the  results  that may be
          expected  for  the  year  ending  December  31, 2004. These statements
          should  be  read  in  conjunction  with  the  financial statements and
          footnotes  thereto  included  in  the annual report for the year ended
          December  31,  2003.

NOTE 2.   SUMMARY OF ORGANIZATION

          Freedom  Bancshares,  Inc.,  Commerce,  Georgia  (the  "Company") is a
          one-bank  holding  company with respect to its subsidiary bank Freedom
          Bank  of  Georgia,  Commerce,  Georgia  (the  "Bank").  Prior  to  the
          Company's  incorporation  on  January  17, 2003, a group of organizers
          formed  FB  Investors,  LLC  (the  "LLC") to facilitate in the initial
          process  of  organizing  and  forming  both  the Company and the Bank.
          Although  the  LLC  was officially organized November 12, 2002, it had
          commenced  operations  on  October  2, 2002, the date of inception. On
          January  24,  2003,  the  LLC's  Board  of  Directors  assigned  and
          transferred  all  of  the  assets  and  liabilities  of the LLC to the
          Company.  Accordingly,  all  assets, liabilities, rights, revenues and
          expenses  acquired,  incurred or undertaken by the LLC from inception,
          October  2,  2002,  have  been  transferred  to  the  Company.

          The  Company's  articles  of  incorporation  authorize  its  Board  of
          Directors,  without further action by the shareholders, to issue up to
          10.0  million  shares  of  its  $1.00 par value per share common stock
          ("Common  Stock").  Each  share  entitles  its  owners to one vote and
          shareholders  have  no  preemptive,  cumulative  voting  or conversion
          rights.  As  of  June  30,  2004,  there  were  947,789  shares of the
          Company's  Common  Stock  issued  and  outstanding.

          The  Company's  articles  of incorporation also authorize its Board of
          Directors  to issue up to 2.0 million shares of its zero par value per
          share  preferred  stock  ("Preferred  Stock").  The Company's Board of
          Directors  may, without further action by the shareholders, direct the
          issuance  of  Preferred  Stock  for  any proper corporate purpose with
          preferences, voting powers, conversion rights, qualifications, special
          or  relative  rights  and  privileges which could adversely affect the
          voting  power  or  other rights of shareholders of Common Stock. As of
          June  30, 2004, no shares of the Company's Preferred Stock were issued
          or  outstanding.

          In connection with the Company's formation and Offering, 174,140 stock
          warrants  were  awarded  to  the  Company's  organizers.  Each warrant
          entitles  its  owner to purchase one share of Common Stock for a price
          of  $10.00.  The  warrants  vest in one-third annual increments over a
          three-year  period  beginning  on the one-year anniversary of the date
          that  the  Company  first  issued  its  common  stock.  Warrants  are
          exercisable  for  a period of no more than ten years from February 17,
          2004,  or no more than ninety days after a warrant holder ceases to be
          either a director or senior executive of the Company, whichever period
          is  shorter.


<PAGE>
                            FREEDOM BANCSHARES, INC.
                                 AND SUBSIDIARY

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2004
                                   (Unaudited)



          The  Company  originally  reserved up to 80,000 shares of Common Stock
          for  issuance under a stock incentive option plan. On May 20, 2004 the
          shareholders  of  the  Company  approved  an  amendment  to  the stock
          incentive  option plan increasing the number of shares of Common Stock
          available  under  the plan to 160,000 shares. The plan is administered
          by  the  Company's  Personnel  and  Compensation  Committee  (the
          "Committee").  The  Committee has the authority to award stock options
          to  eligible  persons,  to  determine exercise price, expiration date,
          forfeiture  or  termination  provisions,  and all other administrative
          responsibilities.  As of June 30, 2004, the Company had 72,500 options
          outstanding.

          The  Company ceased to be a development stage enterprise as defined by
          the  Financial Accounting Standards Board Statement No. 7, "Accounting
          and  Reporting  by  Development  Stage  Enterprises,"  as it commenced
          principal  operations  on  February  17,  2004.

NOTE 3.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          Basis  of  Accounting.  The  accounting  and reporting policies of the
          Company  conform  to  generally  accepted  accounting  principles.  In
          preparing  the  financial  statements,  management is required to make
          estimates  and assumptions that affect the reported amounts of assets,
          liabilities,  shareholders'  equity  (deficit)  and net income (loss).
          Actual  results  may  differ  significantly  from those estimates. The
          Company  uses  the accrual basis of accounting by recognizing revenues
          when  they  are  earned  and  expenses in the period incurred, without
          regard  to  the  time  of  receipt  or  payment  of  cash.

          Cash  and  Cash  Equivalents.  Cash  refers to cash that is held at an
          unrelated  financial institution. Cash equivalents refers to financial
          instruments  that  are almost as liquid as cash, such as federal funds
          sold.  At  June  30,  2004  and  December  31,  2003,  cash  and  cash
          equivalents  amounted  to  $2,839,431  and  $6,864,347,  respectively.

          Property  and  Equipment.  Furniture and equipment are stated at cost,
          net of accumulated depreciation. Land is carried at cost. Depreciation
          is  computed  using the straight-line method over the estimated useful
          lives  of  the  related assets. Maintenance and repairs are charged to
          operations, while major improvements are capitalized. Upon retirement,
          sale  or  other  disposition  of  property and equipment, the cost and
          accumulated  depreciation are eliminated from the accounts and gain or
          loss  is  included in operations. The Company had no capitalized lease
          obligations  at  June  30,  2004  and  December  31,  2003.

          Deferred  Registration Costs. Deferred registration costs are deferred
          and  incremental  costs incurred by the Company in connection with the
          underwriting  and  issuance  of  its  own  Common  Stock.  Deferred
          registration costs do not include any allocation of salaries, overhead
          or similar costs. Because the Company met its goal of selling at least
          800,000  shares of Common Stock, deferred registration costs were paid
          and  the excess was applied against the Company's paid-in-capital. The
          charge  against paid-in-capital is reflected in the Company's December
          31,  2003  financial  statements.

          Income  Taxes.  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 and operating loss and tax
          credit carryforwards. Deferred tax assets and liabilities are measured
          using  enacted  tax  rates  expected to apply to taxable income in the
          years  in  which  those  temporary


<PAGE>
                            FREEDOM BANCSHARES, INC.
                                 AND SUBSIDIARY

PART  I.  FINANCIAL  INFORMATION
ITEM  1.  FINANCIAL  STATEMENTS

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2004
                                   (Unaudited)



          differences  are  expected  to  be recovered or settled. The effect on
          deferred  tax  assets  and  liabilities  of  a  change in tax rates is
          recognized  in  income in the period that includes the enactment date.
          In  the  event  the  future tax consequences of difference between the
          financial  reporting  bases  and  the  tax  bases  of  the  assets and
          liabilities  result  in  deferred  tax  assets,  an  evaluation of the
          probability  of being able to realize the future benefits indicated by
          such  asset  is  required.  A  valuation allowance is provided for the
          portion of the deferred tax asset when it is more likely than not that
          some portion or all of the deferred tax asset will not be realized. In
          assessing  the  realizability  of  the deferred tax assets, management
          considers  the  scheduled  reversals  of  deferred  tax  liabilities,
          projected  future  taxable  income,  and  tax  planning  strategies.

          Stock-Based  Compensation.  The  Company follows Accounting Principles
          Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB
          25"),  and  related  interpretation,  in  accounting  for its proposed
          options and warrants rather than the alternative fair value accounting
          allowed  by  Statement  of  Financial  Accounting  Standards  No. 123,
          "Accounting  for  Stock-Based  Compensation"  ("SFAS  123").  APB  25
          provides  that  the  compensation  expense  relative  to the Company's
          options  and  warrants is measured based on the intrinsic value of the
          option/warrant.  SFAS  123  requires companies that continue to follow
          APB 25 to provide a pro-forma disclosure of the impact of applying the
          fair  value  method  of  SFAS  123.  As  of June 30, 2004, none of the
          company's  options  or  warrants  were  vested,  therefore,  pro-forma
          disclosures  are  not  presented.

          Statement  of  Cash  Flows.  The  statement of cash flows was prepared
          using  the indirect method. Under this method, net loss was reconciled
          to  net  cash flows from pre-operating activities by adjusting for the
          effects  of  short-term  assets  and  liabilities.

NOTE  4.  RECENT  ACCOUNTING  PRONOUNCEMENTS

          In  January  2003,  the  Financial Accounting Standards Board ("FASB")
          issued  Consolidation of Variable Interest Entities, an Interpretation
          of  Accounting  Research  Bulletin No. 51 (the "Interpretation"), FASB
          Interpretation  No.  46 ("FIN 46"). The purpose of this interpretation
          is  to  provide guidance on how to identify a variable interest entity
          (VIE)  and  determine  when  the  assets, liabilities, non-controlling
          interests, and results of operations of a VIE need to be included in a
          company's  consolidated  financial  statements.  A  company that holds
          variable interest in an entity will need to consolidate that entity if
          the company's interest in the VIE is such that the company will absorb
          a  majority  of the VIE's expected losses and/or receive a majority of
          the  VIE's  expected  residual  returns, if they occur. As of June 30,
          2004,  management  believes  that  the  Company does not have any VIEs
          which  would  be  consolidated  under  the  provisions  of  FIN  46.

          In  December  2003,  the FASB issued a revision of FIN 46. The Revised
          Interpretation  codifies  both  the  proposed  modifications and other
          decisions  previously  issued  through  certain  FASB  Staff Positions
          (FSPs)  and  supersedes  the  original  Interpretation to include: (1)
          deferring  the  effective  date of the Interpretation's provisions for
          certain  variable interests, (2) providing additional scope exceptions
          for  certain  other  variable  interests, (3) clarifying the impact of
          troubled  debt  restructurings  on  the  requirement to reconsider (a)
          whether  an  entity  is  a  VIE  or  (b)  which  party  is the primary
          beneficiary  of  a  VIE,  and  (4)  revising  Appendix  B  of  the
          Interpretation  to  provide  additional guidance on what constitutes a
          variable  interest.  The  revised  Interpretation  is  effective  for
          financial  statements of periods ending after March 15, 2004. Adoption
          of  the revised FIN 46 did not have an adverse effect on the Company's
          financial  position,  results  of  operations,  or  liquidity.


<PAGE>
                            FREEDOM BANCSHARES, INC.
                                 AND SUBSIDIARY

PART  I.  FINANCIAL  INFORMATION
ITEM  1.  FINANCIAL  STATEMENTS

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2004
                                   (Unaudited)



          SFAS No. 149 "Amendment of Statement 133 on Derivative Instruments and
          Hedging  Activities."  In  April  2003,  the FASB issued SFAS No. 149,
          which  amends  and  clarifies  financial  accounting and reporting for
          derivative  instruments,  including  certain  derivative  instruments
          embedded  in other contracts and for hedging activities under SFAS No.
          133,  "Accounting  for Derivative Instruments and Hedging Activities,"
          resulting  in  more  consistent  reporting  of  contracts  as  either
          derivatives  or  hybrid  instruments.  SFAS  No.  149 is effective for
          contracts  entered  into or modified after June 30, 2003 and should be
          applied  prospectively.  Adoption  of  SFAS  No.  149  did  not have a
          material  impact  on  the  Company's  financial  position,  results of
          operations  or  liquidity.

          SFAS  No.  150  "Accounting  for  Certain  Financial  Instruments with
          Characteristics of Both Liabilities and Equity." In May 2003, the FASB
          issued  SFAS  No.  150,  which  establishes  standards for how certain
          financial  instruments  with  characteristics  of both liabilities and
          equity  should  be  measured  and  classified.  Certain  financial
          instruments  with  characteristics of both liabilities and equity will
          be  required  to  be  classified  as  a  liability.  This statement is
          effective for financial instruments entered into or modified after May
          31,  2003,  and  July 1, 2003 for all other financial instruments with
          the exception of existing mandatorily redeemable financial instruments
          issued  by  limited  life  subsidiaries  that  have  been indefinitely
          deferred  from  the  scope of the statements. Adoption of SFAS 150 did
          not  have  a  material  impact  on  the  Company's financial position,
          results  of  operations  or  liquidity.

          Statement of Position 03-3 ("SOP 03-3"): "Accounting for Certain Loans
          or  Debt  Securities  Acquired  in  a Transfer." In December 2003, the
          American  Institute  of  Certified Public Accountants ("AICPA") issued
          SOP 03-3. SOP 03-3 requires loans acquired through a transfer, such as
          a  business  combination  where there are differences in expected cash
          flows  and  contractual  cash  flows due in part to credit quality, be
          recognized  at  their fair value. The excess of contractual cash flows
          over  expected  cash flows is not to be recognized as an adjustment of
          yield,  loss  accrual,  or  valuation  allowance. Valuation allowances
          cannot  be  created  nor  "carried over" in the initial accounting for
          loans acquired in a transfer on loans subject to SFAS 114, "Accounting
          by  Creditors  for  Impairment  of  a Loan." This SOP is effective for
          loans  acquired  after  December  31,  2004,  with  early  adoption
          encouraged. The Company does not believe the adoption of SOP 03-3 will
          have a material impact on the Company's financial position, results of
          operations  or  liquidity.

          In  December  2003,  the  FASB  issued  a  revision  of  SFAS No. 132,
          "Employer's  Disclosures  about  Pensions  and  Other  Postretirement
          Benefits."  Most  of  the  provisions  of  the  revised statements are
          effective  for  fiscal  years  ending  after  December  15,  2003. The
          Statement  requires  more  detailed  disclosures  about  plan  assets,
          investment  strategies,  benefit  obligations,  cash  flows,  and  the
          assumptions used in accounting for the plans. Adoption of the revision
          to  SFAS  No.  132  will  not  have a material impact on the Company's
          financial  position,  results  of  operations  or  liquidity.

          On March 9, 2004, the SEC Staff released Staff Accounting Bulletin No.
          105  which  clarifies  accounting  practices  relating  to issued loan
          commitments,  including  interest  rate  lock  commitments, subject to
          Derivative Implementation Group Issue C-13, "When a Loan Commitment is
          Included  in  Scope of Statement 133." The new guidance is expected to
          require  all  registrants  to  begin  accounting for these commitments
          subject  to  SFAS No. 133 as written options that would be reported as
          liabilities until they are exercised or expire. The provisions of this
          guidance  became  effective  for  loan  commitments entered into after
          March  31,  2004.  Management  adopted the provisions of this guidance
          effective April 1, 2004. The adoption of this bulletin


<PAGE>
                            FREEDOM BANCSHARES, INC.
                                 AND SUBSIDIARY

PART  I.  FINANCIAL  INFORMATION
ITEM  1.  FINANCIAL  STATEMENTS

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2004
                                   (Unaudited)



          will  not  have a materially adverse effect on the Company's financial
          position,  results  of  operations  or  liquidity.

NOTE  5.  LOSSES  PER  SHARE

          Basic  losses  per  share  are  computed  by  dividing net loss by the
          weighted average number of shares of common stock outstanding. Diluted
          losses  per  share are computed by dividing net loss by the sum of the
          weighted  average  number  of  shares  of common stock outstanding and
          potential  common  shares.  Potential  common  shares consist of stock
          options and stock warrants. The effect of potential common shares does
          not  have  a  dilutive  effect  on  losses per share. Weighted average
          shares  outstanding  for  the three and six months ended June 30, 2004
          were  946,377  and  887,744,  respectively.


<PAGE>
                            FREEDOM BANCSHARES, INC.
                                 AND SUBSIDIARY

PART  I.  FINANCIAL  INFORMATION
ITEM  2.  MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR
          PLAN  OF  OPERATION

          The  following  discussion  and  analysis  provides  information which
          management  believes is relevant to an assessment and understanding of
          the  Company's  results  of  operations  and financial condition. This
          discussion should be read in conjunction with the financial statements
          and  accompanying  notes  appearing  in  this  report.

          SPECIAL  CAUTIONARY  NOTICE  REGARDING  FORWARD  LOOKING  STATEMENTS

          This  Report  contains  statements  which  constitute  forward-looking
          statements  within the meaning of Section 27A of the Securities Act of
          1933  and  the  Securities  Exchange Act of 1934. These statements are
          based  on  many  assumptions  and  estimates and are not guarantees of
          future  performance.  Our  actual  results  may differ materially from
          those projected in any forward-looking statements, as they will depend
          on  many  factors  about  which  we are unsure, including many factors
          which  are  beyond  our  control.  The  words "may," "would," "could,"
          "will,"  "expect,"  "anticipate,"  "believe,"  "intend,"  "plan,"  and
          "estimate," as well as similar expressions, are meant to identify such
          forward-looking statements. Potential risks and uncertainties include,
          but  are  not  limited  to:

               -    significant increases in competitive pressure in the banking
                    and  financial  services  industries;

               -    changes  in the interest rate environment which could reduce
                    anticipated  or  actual  margins;

               -    changes  in  political  conditions  or  the  legislative  or
                    regulatory  environment;

               -    general economic conditions, either nationally or regionally
                    and  especially  in  our primary service area, becoming less
                    favorable  than expected resulting in, among other things, a
                    deterioration  in  credit  quality;

               -    changes  occurring  in  business conditions and inflation;

               -    changes in technology;

               -    changes  in  monetary  and  tax  policies;

               -    the  level  of  allowance  for  loan  loss;

               -    the  rate  of  delinquencies  and  amounts  of  charge-offs;

               -    the  rates  of  loan  growth;

               -    adverse  changes  in  asset  quality  and  resulting  credit
                    risk-related  losses  and  expenses;

               -    changes  in  the  securities  markets;  and

               -    other  risks and uncertainties detailed from time to time in
                    our  filings  with  the  Securities and Exchange Commission.

          CRITICAL  ACCOUNTING  POLICIES

          We  have  adopted  various  accounting  policies  which  govern  the
          application of accounting principles generally accepted in the U.S. in
          the  preparation  of  financial  statements. The Company's significant
          accounting  policies  are  described  in  Note  2  to  the  Company's
          consolidated  financial  statements  as  of  and  for  the  year ended
          December  31, 2003. Certain accounting policies require the Company to
          make  significant  assumptions  and  estimates, the use of which has a
          material  impact  on  the  carrying  value  of  certain  assets  and
          liabilities,  and  could  potentially  result  in materially different
          results  under  different  assumptions  and  conditions.  Management
          believes  that  the  allowance  for  loan  losses is the most critical
          accounting  policy  upon  which  the  Company's  financial  condition
          depends.  The  allowance for loan losses involves the most complex and
          subjective  decisions  and  assessments  that  management  must  make.


<PAGE>
                            FREEDOM BANCSHARES, INC.
                                 AND SUBSIDIARY

PART  I.  FINANCIAL  INFORMATION
ITEM  2.  MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR
          PLAN  OF  OPERATION

          Allowance  for  Loan  Losses:  Arriving  at  an  appropriate  level of
          allowance  for  loan  losses  involves  a high degree of judgment. The
          Company's allowance for loan losses provides for probable losses based
          upon  evaluations  of  known and inherent risks in the loan portfolio.
          Management  uses historical information of similar banks to assess the
          adequacy  of  the  allowance for loan losses as well as the prevailing
          business  environment;  as  it  is  affected  by  changing  economic
          conditions  and  various  external  factors,  which  may  impact  the
          portfolio  in ways currently unforeseen. The allowance for loan losses
          is  increased by provisions for loan losses and by recoveries of loans
          previously  charged-off  and  reduced  by  loans  charged-off.

          The process of reviewing the adequacy of the allowance for loan losses
          requires  management  to make numerous judgments and assumptions about
          future  events  and  subjective judgments, including the likelihood of
          loan repayment, risk evaluation, extrapolation of historical losses of
          similar  banks,  and  similar  judgments  and  assumptions.  If  these
          assumptions prove to be incorrect, charge-offs in future periods could
          exceed  the  allowance  for  loan  losses.

          OVERVIEW

          During  calendar  year  2003,  we  focused on obtaining all regulatory
          approvals to operate a bank, raising the necessary capital to commence
          banking  operations, and recruiting professional staff members. All of
          the  above  items  were  achieved  as  banking operations commenced on
          February  17,  2004.

          On  February  17, 2004, we opened for business in a temporary facility
          at  3165  Maysville  Road,  Commerce,  Georgia.  We subsequently broke
          ground  for  construction  of  our  permanent  facility, which will be
          located  immediately behind the temporary building. This facility will
          be  a  6,400-square-foot, full-service banking facility. We anticipate
          occupying  this  building  in  the  fourth  quarter  of  2004.

          After  receiving  approval  from  Georgia  Department  of  Banking and
          Finance,  on  May  1,  2004  we  opened  a  Loan  Production Office in
          Jefferson,  Georgia  at  167 Lee Street. This office is staffed by two
          experienced commercial lenders and support staff. We intend to build a
          permanent  full  service  branch office in the Jefferson area in early
          2005  in  accordance  with  our  current  business  plan.

          For  the  remainder  of  2004,  we  intend  to  focus  on  growth, the
          origination  of  quality  loans,  the  construction  of  our  banking
          facilities  and the control of expense items. We project that the bank
          will  incur  a  loss for calendar year 2004 because its fixed expenses
          will  be  higher  than  its  net interest income. To grow net interest
          income,  both  average  earning  assets  as  well  as any net yield on
          average  earning  assets  will  have  to  increase  significantly.

          FINANCIAL CONDITION

          At  June  30,  2004,  total  assets  of  Freedom Bancshares, Inc. were
          $26,253,796.  Deposits  at  June  30,  2004  totaled  $18,591,239. Our
          deposits  and  the  proceeds  of  our  initial  public  offering  of
          $9,174,032,  net  of  offering  expenses,  were  invested primarily in
          loans,  securities and overnight federal funds sold. At June 30, 2004,
          loans  totaled $19,127,851; securities totaled $3,456,995; and federal
          funds  sold  totaled  $2,129,488.

          Investment  securities  available-for-sale  totaled $3,456,995 at June
          30,  2004.  These  investments  consisted  of  $485,000  in  US agency
          securities  and  $2,971,995  in  mortgage-backed  securities issued by
          government  or  government-backed  agencies.  Generally,  we  purchase
          mortgage-backed  securities  because we believe they will provide good
          income  yields  as  well  as  a  consistent cash flow from the monthly
          mortgage  payments.  These cash flows are then reinvested in new loans
          or  additional  purchases  of  similar  securities,  depending on loan
          demand  and  market  conditions.  These  cash  flows  also allow us to
          regularly  invest  at  current  market  rates.  While  we do invest in
          traditional  government  agency  securities on occasion, recent market
          conditions  have  resulted  in  historically  low  yields  on  those
          securities,  so  we have chosen to maximize our yields by


<PAGE>
                            FREEDOM BANCSHARES, INC.
                                 AND SUBSIDIARY

PART  I.  FINANCIAL  INFORMATION
ITEM  2.  MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR
          PLAN  OF  OPERATION

          investing  in other segments of the market. It is generally our policy
          to  designate  our  marketable  investment  securities  as
          available-for-sale,  and all securities were so designated at June 30,
          2004.

          Gross  loans  totaled  $19,127,851 at June 30, 2004. Net loans totaled
          $18,842,851 at June 30, 2004. The majority of our loans are secured by
          real  estate. Balances within the major loan categories as of June 30,
          2004  were  as  follows:

<TABLE>
<CAPTION>
                       COMPOSITION OF  LOAN PORTFOLIO
                                JUNE 30, 2004
          ----------------------------------------------------------
          Category                                     Percent of
                                          Amount          Total
          ----------------------------------------------------------
<S>                                  <C>               <C>

          Construction loans         $     4,039,077         21.1%
          ----------------------------------------------------------
          Other real estate loans         13,167,572         68.8%
          ----------------------------------------------------------
          Commercial loans                 1,143,016          6.0%
          ----------------------------------------------------------
          Other loans                        778,186          4.1%
                                     ----------------  -------------
          ----------------------------------------------------------
                                     $    19,127,851          100%
          ----------------------------------------------------------
                                                       =============
          ----------------------------------------------------------
          Allowance for loan losses         (285,000)
                                     ----------------
          ----------------------------------------------------------
                                     $    18,852,851
          ----------------------------------------------------------
                                     ================
           ---------------------------------------------------------
</TABLE>

          We  expect to continue to fund loan growth from our deposit growth. We
          will  also  hold  funds  in federal funds sold and purchase investment
          securities  as  conditions  warrant  and  as we identify opportunities
          appropriate  to  our overall asset and liability strategies and goals.
          We  expect  continued  growth  in  assets  and  liabilities during the
          remainder  of  2004.

          Our  total equity increased to $7,614,358 at June 30, 2004, due to the
          completion of our initial public stock offering. Proceeds of our stock
          offering  totaled $9,477,890 which were offset by offering expenses of
          $303,858; a retained deficit at December 31, 2003 of $(806,798); a net
          loss  for  the  six  months  ended  June 30, 2004 of $(706,780); and a
          decrease in market value of securities available-for-sale of $(46,096)
          for  the  six  months  ended  June  30,  2004.

          RESULTS OF OPERATIONS FOR THE SIX AND THREE MONTHS ENDED JUNE 30, 2004
          AND  2003

          The results of operations are determined by our ability to effectively
          manage  net  interest  income, control non-interest expenses, generate
          non-interest  income  and  minimize  loan  losses.  In order for us to
          become  profitable,  we  must increase the amount of earning assets so
          that  net  interest  income  along  with  non-interest  income will be
          sufficient  to  cover  normal operating expenses incurred in a banking
          operation  and  the  bank's  provision  for  loan  losses.

          We  commenced  banking  operations  on  February  17,  2004,  when our
          subsidiary, Freedom Bank of Georgia, opened in a temporary facility at
          3165  Maysville  Road  in  Commerce,  Georgia.  Accordingly, comparing
          results  of operations for the six-month and three-month periods ended
          June  30,  2004  with the six-month and three-month periods ended June
          30,  2003  could  be  misleading  because  one  period (June 30, 2004)
          encompasses  banking  operations  while the other (June 30, 2003) does
          not.

          Net  loss  for  the  six-month  period ended June 30, 2004 amounted to
          $(706,780),  or  $(.80) per diluted share.Net loss for the three-month
          period  ended  June  30,  2004  amounted  to $(393,095), or $(.42) per
          diluted  share.  Following  is  a  brief  discussion  concerning  our
          operational  results  for  the six-month and three-month periods ended
          June  30,  2004.


<PAGE>
                            FREEDOM BANCSHARES, INC.
                                 AND SUBSIDIARY

PART  I.  FINANCIAL  INFORMATION
ITEM  2.  MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR
          PLAN  OF  OPERATION

     a.   Interest  income,  which  represents  interest  received  on  interest
          earning  assets,  was  407,263 for the six-month period ended June 30,
          2004  and $317,320 for the three-month period ended June 30, 2004. The
          cost  of  funds,  which  represents  interest  paid  on  deposits  and
          borrowings,  was  $70,244 for the six-month period ended June 30, 2004
          and  $65,026  for  the  three-month  period  ended  June  30,  2004.

          Annualized net yield on earning assets, defined as net interest income
          annualized,  divided  by average interest earning assets, was at 3.48%
          during  the  six-month  period  ended  June  30,  2004.

<TABLE>
<CAPTION>
                                                (Dollars in thousands)

                                       Avg Assets/      Interest       Yield/
          Description                  Liabilities   Income/Expense     Cost
          ---------------------------  ------------  ---------------  ---------
<S>                                    <C>           <C>              <C>
          Federal Funds Sold           $      4,184  $            23      1.09%
          Securities                          1,883               26      2.77%
          Loans                              12,845              358      5.58%
                                       ------------  ---------------  ---------
              Total                    $     18,912  $           407      4.30%
                                       ------------  ---------------  ---------
          Transactional Accounts       $      1,525  $             2       .26%
          Savings                             3,050               18      1.18%
          CDs                                 5,305               50      1.89%
          Other Borrowings                       18              ---      2.66%
                                       ------------  ---------------  ---------
              Total                    $      9,898  $            71      1.43%
          Net interest income                        $           336
          Net yield on earning assets                   ============      3.55%
                                                                      =========
</TABLE>

          Net yield on earning assets, defined as net interest income divided by
average  interest  earning  assets,  was  at 3.55% during the three-month period
ended  June  30,  2004.

<TABLE>
<CAPTION>
                                                (Dollars in thousands)

                                       Avg Assets/      Interest       Yield/
          Description                  Liabilities   Income/Expense     Cost
          ---------------------------  ------------  ---------------  ---------
<S>                                    <C>           <C>              <C>
          Federal Funds Sold           $       3434  $             9      1.05%
          Securities                          2,688               26      3.87%
          Loans                              13,081              282      8.62%
                                       ------------  ---------------  ---------
              Total                    $     19,203  $           317      6.60%
                                       ------------  ---------------  ---------
          Transactional Accounts       $      1,924  $             2       .01%
          Savings                                55               16      1.16%
          CDs                                 4,946               47      3.80%
          Other Borrowings                       26              ---       .74%
                                       ------------  ---------------  ---------
              Total                    $      6,951  $            65      3.74%
          Net interest income                        $           252
          Net yield on earning assets                   ============      5.25%
                                                                      =========
</TABLE>

     b.   For  the  six-month  period  ended  June 30, 2004, non-interest income
          amounted  to  $4,685,  or  .03% of average assets. For the three-month
          period ended June 30, 2004, non-interest income amounted to $3,822, or
          .02%  of  average  assets.


<PAGE>
                            FREEDOM BANCSHARES, INC.
                                 AND SUBSIDIARY

PART  I.  FINANCIAL  INFORMATION
ITEM  2.  MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR
          PLAN  OF  OPERATION


          c.   For  the  six-month  period  ended  June  30,  2004, non-interest
               expense amounted to $763,484, or 4.46% of average assets. For the
               three-month  period  ended  June  30,  2004, non-interest expense
               amounted  to  $464,211,  or  2.71%  of  average  assets.

          d.   During  the  six-month  period ended June 30, 2004, the provision
               for loan losses was $285,000. During the three-month period ended
               June  30,  2004,  the provision for loan losses was $185,000. The
               allowance  for  loan losses as a percentage of gross loans was at
               1.49%  on  June  30, 2004. Management considers the allowance for
               loan  losses  to  be  adequate  and sufficient to absorb possible
               future  losses;  however,  there  can  be  no  assurance  that
               charge-offs  in  future periods will not exceed the allowance for
               loan  losses  or that additional provisions to the allowance will
               not  be  required.

          LIQUIDITY

          Liquidity  is  our  ability  to  meet  current  and future obligations
          through  liquidation or maturity of existing assets or the acquisition
          of  additional  liabilities.  Most importantly, liquidity provides the
          means  to  fund  all  deposit  withdrawals  immediately,  while  also
          providing  for  the  credit  needs  of  customers.  Cash  and  cash
          equivalents, which include cash on hand and in correspondent banks, as
          well  as  federal  funds  sold to correspondent banks, are our primary
          sources  of liquidity. The June 30, 2004 financial statements evidence
          a  satisfactory  liquidity position as total cash and cash equivalents
          amounted  to  $2.8  million,  representing  10.7%  of  total  assets.

          Investment  securities  available-for-sale,  which  amounted  to  $3.5
          million,  or  13.3%  of  total  assets,  at  June  30, 2004, provide a
          secondary  source of liquidity because they can be converted into cash
          in  a  timely  manner.  We  also  have  lines of credit available with
          correspondent  banks.  These  lines  of credit can be accessed to meet
          temporary  funding  needs.  At  June  30, 2004 we had access to unused
          lines  of  credit  totaling  $5.4  million.

          We  draw  deposits primarily from our local market area. However, when
          we  deem it necessary and prudent we will access deposit markets other
          than the local market for sources of funds. These deposits can include
          "brokered"  deposits  and  deposits  generated  from  other  sources,
          including  internet  sources.

          During  the  second  quarter of 2004, Freedom Bank of Georgia became a
          member of the Federal Home Loan Bank of Atlanta. The Federal Home Loan
          Bank  of Atlanta provides funds for real estate-related lending and to
          promote  home ownership. We anticipate using advances from The Federal
          Home  Loan  Bank of Atlanta to fund specific lending relationships and
          as  a  tool  to  manage  our  interest  rate  risk.

          We  closely  monitor  our  balance  sheet  and  liquidity  in order to
          maintain  appropriate  levels  of interest earning assets and interest
          bearing liabilities, so that maturities of assets can provide adequate
          funds  to  meet  customer  withdrawals  and loan demand. We know of no
          trends, demands, commitments, events or uncertainties that will result
          in  or  are reasonably likely to result in our liquidity increasing or
          decreasing  in  any  material  way.

          CAPITAL RESOURCES

          Total  shareholders'  equity increased from $7,166,334 at December 31,
          2003  to  $7,614,358  at  June  30,  2004.  The increase is due to net
          proceeds  from  the  sale  of  additional  shares in our initial stock
          offering  of $1,200,900, offset by a net loss for the six months ended
          June  30, 2004 of $(706,780) and an after-tax decrease of $(46,096) in
          the  fair  value  of  securities  available-for-sale.

          The  Federal  Reserve  Board and bank regulatory agencies require bank
          holding  companies  and  financial institutions to maintain capital at
          adequate  levels based on a percentage of assets and off-balance sheet
          exposures,  adjusted  for  risk-weights ranging from 0% to 100%. Under
          the  risk-based standard, capital is classified into two tiers: Tier 1
          capital  consists  of  common  shareholders'  equity,  excluding  the
          unrealized


<PAGE>
                            FREEDOM BANCSHARES, INC.
                                 AND SUBSIDIARY

PART  I.  FINANCIAL  INFORMATION
ITEM  2.  MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR
          PLAN  OF  OPERATION


          gain (loss) on available-for-sale securities, minus certain intangible
          assets. Tier 2 capital consists of the general reserve for loan losses
          subject  to  certain  limitations. An institution's qualifying capital
          base  for purposes of its risk-based capital ratio consists of the sum
          of  its Tier 1 and Tier 2 capital. The regulatory minimum requirements
          are  4%  for  Tier  1  and  8%  for  total  risk-based  capital.

          Banks and bank holding companies are also required to maintain capital
          at  a  minimum  level  based  on  total  assets, which is known as the
          leverage  ratio. The minimum requirement for the leverage ratio is 3%,
          but  all  but  the highest-rated institutions are required to maintain
          ratios  that  are  100 to 200 basis points above the minimum. Both the
          company  and the bank exceeded their minimum regulatory capital ratios
          as  of  June  30,  2004.

          The  following  table  summarizes  our  risk-based capital at June 30,
          2004:

<TABLE>
<CAPTION>
          -----------------------------------------------------------------------------------
                               Freedom Bank    Freedom Bancshares, Inc.   Minimum Regulatory
                               June 30, 2004         June 30, 2004            Requirement
<S>                            <C>             <C>                        <C>
          -----------------------------------------------------------------------------------
          Leverage ratio           34.09%              37.62%                     4.0%
          -----------------------------------------------------------------------------------
          Risk weighted ratio      36.84%              40.53%                     8.0%
          -----------------------------------------------------------------------------------
</TABLE>

          With respect to the leverage ratio, the regulators expect a minimum of
          5.0%  to  6.0%  ratio  for  banks that are not rated CAMELS 1. Freedom
          Bank's  leverage ratio of 34.09% and risk-weighted ratio of 36.84% are
          well  above  the  required  minimums.

          REGULATORY MATTERS
          ------------------

          From  time  to time, various bills are introduced in the United States
          Congress  with  respect  to  the regulation of financial institutions.
          Certain of these proposals, if adopted, could significantly change the
          regulation  of  banks  and  the financial services industry. We cannot
          predict whether any of these proposals will be adopted or, if adopted,
          how  these  proposals  would  affect  us.

          We  are  not  aware  of  any  current recommendation by our regulatory
          authorities which, if implemented, would have a material effect on our
          liquidity,  capital  resources,  or  results  of  operations.


<PAGE>
                            FREEDOM BANCSHARES, INC.
                                 AND SUBSIDIARY

PART I. FINANCIAL INFORMATION
ITEM 3. CONTROLS AND PROCEDURES



          The  Company's  Chief  Financial  Officer  has evaluated the Company's
          disclosure  controls  and  procedures  as  of  the  end  of the period
          reported,  and  concluded  that  these  controls  and  procedures  are
          effective. There have been no significant changes in internal controls
          or  in  other  factors  that could significantly affect these controls
          subsequent  to  the  date  of  this  evaluation.

          Disclosure  controls  and  procedures  are  the Company's controls and
          other  procedures  that  are designed to ensure that information it is
          required to disclose in the reports it files under the Exchange Act is
          recorded,  processed,  summarized and reported within the time periods
          specified in the Securities and Exchange Commission's rules and forms.
          Disclosure  controls  and  procedures  include,  without  limitation,
          controls  and  procedures  designed  to  ensure  that  information the
          Company is required to disclose in the reports that it files under the
          Exchange  Act is accumulated and communicated to management, including
          the  principal  executive  and  financial officers, as appropriate, to
          allow  timely  decisions  regarding  required  disclosure.

          The  design  of any system of controls and procedures is based in part
          upon  certain assumptions about the likelihood of future events. There
          can  be  no  assurance  that  any design will succeed in achieving its
          stated  goals under all potential future conditions, regardless of how
          remote.


<PAGE>
                            FREEDOM BANCSHARES, INC.
                                 AND SUBSIDIARY

PART  II.   OTHER  INFORMATION


ITEM  1.    LEGAL  PROCEEDINGS

            None.

ITEM  2.    CHANGES  IN SECURITIES AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY
            SECURITIES

            None.

ITEM  3.    DEFAULTS  UPON  SENIOR  SECURITIES

            None.

ITEM  4.    SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

We held our Annual Meeting of Shareholders on May 20, 2004, where the following
four directors were elected to serve a three-year term expiring at the 2007
Annual Meeting of Shareholders and upon the election and qualification of their
successors: Harold C. Davis, Thomas H. Hardy, James S. Purcell and Verlin L.
Reece. There were no broker votes. The votes were as follows:

<TABLE>
<CAPTION>
--------------------------------------------
                  FOR      AGAINST  WITHHELD
--------------------------------------------
<S>               <C>      <C>      <C>
Harold C. Davis   522,300        0         0
--------------------------------------------
Thomas H. Hardy   521,300    1,000         0
--------------------------------------------
James S. Purcell  522,300        0         0
--------------------------------------------
Verlin L. Reece   522,300        0         0
--------------------------------------------
</TABLE>

The terms of our Class II Directors - Richard S. Adams, Sr., William Keith
Ariail; Claude Philip Brown and Vincent D. Cater - will continue until the 2005
Annual Meeting of Shareholders and upon the election and qualification of their
successors. The terms of our other Class III Directors - Donald S. Shubert,
Ronald R. Silva, Jr. and Harold L. Swindell - will continue until the 2006
Annual Meeting of Shareholders and upon the election and qualification of their
successors.

The second matter put to a vote at the Annual Meeting was an amendment to the
Freedom Bancshares, Inc. 2003 Stock Incentive Plan to increase the shares
reserved for issuance under the plan from 80,000 shares to 160,000 shares. The
number of votes cast for this proposal was 495,370; the number of votes against
was 21,930; and the number of abstentions was 5,000. There were no broker
non-votes.


ITEM  5.    OTHER  INFORMATION

            None.

ITEM  6.    EXHIBITS  AND  REPORT  ON  FORM  8-K

            (a)     Exhibits:

            Exhibit  Number     Description

            31.1     Certification of the  Chief  Executive Officer, pursuant to
                     Rule 13a-14(a) under the Securities Exchange Act  of  1934.
            31.2     Certification of the  Chief  Financial Officer, pursuant to
                     Rule 13a-14(a) under the Securities Exchange Act  of  1934.
            32.1     Certification of Chief  Executive  Officer,  pursuant to 18
                     U.S.C. Section 1350, as adopted pursuant to Rule 13a-14(b)
                     under the Securities Exchange  Act  of  1934.


<PAGE>
                            FREEDOM BANCSHARES, INC.
                                 AND SUBSIDIARY

PART II. OTHER INFORMATION


            32.2     Certification of Chief  Financial  Officer,  pursuant to 18
                     U.S.C.  Section 1350, as adopted pursuant to Rule 13a-14(b)
                     under  the  Securities  Exchange  Act  of  1934.

            (b)     Reports  on  Form  8-K

            The following report  was filed on Form 8-K during the quarter ended
            June  30,  2004:

            Current  report  on  Form  8-K  dated  June 29, 2004, Items 4 and 7.


<PAGE>
                            FREEDOM BANCSHARES, INC.
                                 AND SUBSIDIARY


     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned,
thereunto  duly  authorized.

                              Freedom  Bancshares,  Inc.
                              (Registrant)

August  11,  2004             /S/  Vincent  D.  Cater
                              President  and  Chief  Executive  Officer
                              (Principal  Executive  Officer)



August  11,  2004             /s/  Clyde  A.  McArthur
                              Chief  Financial  Officer
                              (Principal  Accounting  Officer)


<PAGE>