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 SEPTEMBER 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

        NOVEMBER 12, 2004:   947,789 SHARES OUTSTANDING, $1.00 PAR VALUE
        ----------------------------------------------------------------


Transitional Small Business Disclosure Format    Yes  [ ]    No  [X]


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<CAPTION>
                                   FREEDOM BANCSHARES, INC.
                                        AND SUBSIDIARY


                                           INDEX

PART I.    FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)
<S>      <C>    <C>

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

                Consolidated Statements of Operations and Comprehensive Loss -
                Three months and nine months ended September 30, 2004and September 30, 2003

                Consolidated Statements of Cash Flows -
                Nine months ended September 30, 2004 and September 30, 2003

                Notes to Consolidated Financial Statements

Item 2.  Management's Discussion and Analysis of Financial Conditionor Plan of Operation

Item 3.  Controls and Procedures


PART II.    OTHER INFORMATION

Item 1.  Legal Proceedings

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

Item 3.  Defaults Upon Senior Securities

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

Item 5.  Other Information

Item 6.  Exhibits

Signature Page

Exhibit Index
</TABLE>


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<TABLE>
<CAPTION>
                                   FREEDOM BANCSHARES, INC.
                                       AND SUBSIDIARY

PART  I.  FINANCIAL  INFORMATION
ITEM  1.  FINANCIAL  STATEMENTS  (UNAUDITED)


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

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

Cash and due from banks-noninterest bearing                         $    19,594   $6,864,347
Cash and due from banks-interest bearing                                159,015            -
Federal funds sold                                                    2,617,787            -
                                                                    ------------  -----------
Total cash and cash equivalents                                       3,596,396    6,864,347

Securities available-for-sale, at fair value                          6,672,977            -

Loans                                                                29,741,166            -
Less allowance for loan losses                                         (440,000)           -
                                                                    ------------  -----------
            Loans, net                                               29,301,166            -
                                                                    ------------  -----------

Property and equipment, net                                           1,364,632      276,077
Interest receivable                                                     225,107            -
Other assets                                                            155,560       87,720
                                                                    ------------  -----------
                                                                    $41,315,838   $7,228,144
                                                                    ============  ===========

          LIABILITIES AND STOCKHOLDERS' EQUITY
          ------------------------------------

DEPOSITS
    Noninterest-bearing                                             $ 1,408,395   $        -
    Interest-bearing                                                 30,390,010            -
                                                                    ------------  -----------
            TOTAL DEPOSITS                                           31,798,405            -

Other borrowings                                                      2,000,000

Interest payable                                                         36,808            -
Other liabiliites                                                        71,846       61,810
                                                                    ------------  -----------
            TOTAL LIABILITIES                                       $33,907,059   $   61,810
                                                                    ------------  -----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
    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 September 30, 2004 and December 31, 2003, respectively       947,789      827,699
    Paid-in capital                                                   8,226,243    7,145,433
    Accumulated deficit                                              (1,770,385)    (806,798)
    Accumulated other comprehensive income                                5,132            -
                                                                    ------------  -----------
            TOTAL STOCKHOLDERS' EQUITY                                7,408,779    7,166,334
                                                                    ------------  -----------
                                                                    $41,315,838   $7,228,144
                                                                    ============  ===========

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                              FREEDOM BANCSHARES, INC.
                                                  AND SUBSIDIARY

PART I.  FINANCIAL  INFORMATION
ITEM 1.  FINANCIAL  STATEMENTS  (UNAUDITED)


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

                                                      THREE MONTHS     THREE MONTHS      NINE MONTHS      NINE MONTHS
                                                          ENDED            ENDED            ENDED            ENDED
                                                      SEPTEMBER 30,    SEPTEMBER 30,    SEPTEMBER 30,    SEPTEMEBR 30,
                                                          2004             2003             2004             2003
                                                     ---------------  ---------------  ---------------  ---------------
<S>                                                  <C>              <C>              <C>              <C>
INTEREST INCOME
    Loans                                            $      397,209   $            -   $      754,897   $            -
    Taxable securities                                       53,143                -           79,324                -
    Federal funds sold                                        3,342                -           26,736                -
                                                     ---------------  ---------------  ---------------  ---------------
        TOTAL INTEREST INCOME                               453,694                -          860,957                -
                                                     ---------------  ---------------  ---------------  ---------------
INTEREST EXPENSE
    Deposits                                                138,134                -          208,330                -
    Other borrowings                                          1,920            6,905            1,968           14,846
                                                     ---------------  ---------------  ---------------  ---------------
        TOTAL INTEREST EXPENSE                              140,054            6,905          210,298           14,846
                                                     ---------------  ---------------  ---------------  ---------------

        NET INTEREST INCOME (EXPENSE)                       313,639           (6,905)         650,659          (14,846)
PROVSION FOR LOAN LOSSES                                    155,000                -          440,000                -
                                                     ---------------  ---------------  ---------------  ---------------
        NET INTEREST INCOME (EXPENSE)
        AFTER PROVISION FOR LOAN LOSSES                     158,639           (6,905)         210,659          (14,846)
                                                     ---------------  ---------------  ---------------  ---------------

OTHER INCOME
    Service charges on deposit accounts                       5,515                -            7,038                -
    Other operating income                                    3,419                -            6,581                -
                                                     ---------------  ---------------  ---------------  ---------------
        TOTAL OTHER INCOME                                    8,934                -           13,619                -
                                                     ---------------  ---------------  ---------------  ---------------

OTHER EXPENSES
    Salaries and other employee benefits                    260,142          116,955          688,163          329,496
    Data processing                                          33,365                -          142,729                -
    Advertising and public relations                          9,039                -           34,084                -
    Occupancy and equipment expenses                         47,378            5,620          108,212           17,719
    Regulatory fees and assessments                           1,378                -            6,378            4,252
    Legal and professional fees                              15,307           32,809           30,786           86,156
    Other operating expenses                                 57,773           23,357          177,514           62,474
                                                     ---------------  ---------------  ---------------  ---------------
        TOTAL OTHER EXPENSES                                424,382          178,741        1,187,866          500,097
                                                     ---------------  ---------------  ---------------  ---------------

        LOSS BEFORE INCOME TAXES                           (256,809)        (185,646)        (963,588)        (514,943)

INCOME TAX EXPENSE                                                -                -                -                -
                                                     ---------------  ---------------  ---------------  ---------------

        NET LOSS                                     $     (256,809)  $     (185,646)  $     (963,588)  $     (514,943)
                                                     ---------------  ---------------  ---------------  ---------------

OTHER COMPREHENSIVE INCOME

    Unrealized losses on securities available-
    for-sale arising during the period, net of tax           51,228                -            5,132                -
                                                     ---------------  ---------------  ---------------  ---------------
        COMPREHENSIVE LOSS                           $     (205,581)  $     (185,646)  $     (958,456)  $     (514,943)
                                                     ===============  ===============  ===============  ===============

BASIC AND DILUTED LOSSES PER SHARE                   $        (0.25)             N/A   $        (1.05)             N/A
                                                     ===============  ===============  ===============  ===============

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

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                            FREEDOM BANCSHARES, INC.
                                 AND SUBSIDIARY

PART I.  FINANCIAL  INFORMATION
ITEM 1.  FINANCIAL  STATEMENTS  (UNAUDITED)


                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                  ((UNAUDITED)

                                                               2004           2003
                                                          ---------------  ----------
<S>                                                       <C>              <C>
OPERATING ACTIVITIES
  Net loss                                                $     (963,588)  $(514,943)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
    Amortization and accretion on Securities                       1,190           -
    Depreciation                                                  55,471       2,719
    Provision for loan losses                                    440,000           -
    Increase in interest receivable                             (225,107)          -
    Increase in interest payable                                  36,808           -
    Increase (decrease) in accounts payable and accruals          10,036     (32,773)
    (Increase) decrease in other assets                          (67,840)      2,625
                                                          ---------------  ----------

        Net cash used in operating activities                   (713,030)   (542,372)
                                                          ---------------  ----------

INVESTING ACTIVITIES
  Purchases of securities available for sale                  (6,852,560)          -
  Payments received on mortgage backed securities                183,526           -
  Net increase in loans                                      (29,741,166)          -
  Purchases of premises and equipment                         (1,144,026)          -
                                                          ---------------  ----------

        Net cash used in investing activities                (37,554,226)          -
                                                          ---------------  ----------

FINANCING ACTIVITES
  Net increase in deposits                                 31,798,405.00           -
  Increase in advances from FHLB of Atlanta                 2,000,000.00
  Proceeds from sale of common stock                        1,200,900.00           -
  Proceeds from line of credit                                         -     736,500
  Stock issue costs                                                    -    (227,963)
                                                          ---------------  ----------

        Net cash provided by financing activities             34,999,305     508,537
                                                          ---------------  ----------

Net decrease in cash and cash equivalents                     (3,267,951)    (33,835)

Cash and cash equivalents at beginning of period               6,864,347      33,835
                                                          ---------------  ----------

Cash and cash equivalents at end of period                $    3,596,396   $       -
                                                          ===============  ==========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
  Cash paid for:
    Interest                                              $      173,490   $  14,846

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
                               September 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  nine-month  periods  ended
          September  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 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  September  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
          September  30,  2004,  no shares of the Company's Preferred Stock were
          issued  or  outstanding.

          In connection with the Company's formation and Offering, 184,140 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
                               September 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  September  30, 2004, the Company had 75,500
          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  accounting  principles generally accepted in the
          United  States  of  America.  In  preparing  the financial statements,
          management  is  required to make estimates and assumptions that affect
          the  reported amounts of assets, liabilities, shareholders' equity 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  September  30,  2004  and  December 31, 2003, cash and cash
          equivalents  amounted  to  $3,596,396  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  September  30,  2004  and  December  31,  2003.

          Deferred  Registration  Costs.  Deferred  registration and incremental
          costs were 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
                               September 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 interpretations, in accounting for its 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 September 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 September
          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
                               September 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
                               September 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 nine months ended September 30,
          2004  were  947,789  and  916,575,  respectively.


<PAGE>
          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.

          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


<PAGE>
                            FREEDOM BANCSHARES, INC.
                                 AND SUBSIDIARY

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


          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  September  30, 2004, total assets of Freedom Bancshares, Inc. were
          $41,315,838.  Deposits  at September 30, 2004 totaled $31,798,405. 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 September 30,
          2004,  loans  totaled  $29,741,166; securities totaled $6,672,977; and
          federal  funds  sold  totaled  $2,617,787.

          Investment  securities  available-for-sale,  at  fair  value,  totaled
          $6,672,977  at  September  30,  2004.  These  investments consisted of
          $1,747,422  in  US agency securities and $4,925,555 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 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  September  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


          Gross  loans  totaled  $29,741,166  at  September  30, 2004. Net loans
          totaled  $29,301,166  at September 30, 2004. The majority of our loans
          are  secured by real estate. Balances within the major loan categories
          as  of  September  30,  2004  were  as  follows:

<TABLE>
<CAPTION>
                        COMPOSITION OF  LOAN PORTFOLIO
                              SEPTEMBER 30, 2004
          -------------------------------------------------------------
          Category                                           Percent of
                                              Amount           Total
          ------------------------------  ----------------  -----------
<S>                                       <C>               <C>
          Construction loans              $     7,149,753        24.04%
          Other real estate loans              19,617,451        65.96%
          Commercial loans                      2,001,375         6.73%
          Other loans                             972,587         3.27%
                                          ----------------  -----------
                                               29,741,166          100%
                                                            ===========
          Allowance for loan losses              (440,000)
                                          ----------------
                                          $    29,301,166
                                          ================
          -------------------------------------------------------------
</TABLE>

          We  expect  to continue to fund loan growth primarily from our deposit
          growth.  We  will also use advances from the Federal Home Loan Bank of
          Atlanta  when  we  deem  appropriate. Some reasons we may use advances
          include periods when loan growth may temporarily exceed deposit growth
          and  when  interest  rates  on  advances might be more attractive than
          current interest rates on deposits. 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.

          Total  equity  was  $7,408,779  at  September  30,  2004. Total equity
          consisted of proceeds from our stock offering of $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 nine months ended
          September  30,  2004 of $(963,588); and an increase in market value of
          securities  available-for-sale,  net  of tax effect, of $5,132 for the
          nine  months  ended  September  30,  2004.

          RESULTS  OF  OPERATIONS  FOR THE NINE AND THREE MONTHS ENDED SEPTEMBER
          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 nine-month and three-month periods ended
          September  30,  2004 with the nine-month and three-month periods ended
          September  30,  2003 could be misleading because one period (September
          30,  2004)  encompasses  banking operations while the other (September
          30,  2003)  does  not.

          Net  loss  for the nine-month period ended September 30, 2004 amounted
          to  $(963,588),  or  $(1.05)  per  diluted  share.  Net  loss  for the
          three-month period ended September 30, 2004 amounted to $(256,809), or
          $(.25)  per  diluted share. Following is a brief discussion concerning
          our  operational  results  for  the nine-month and three-month periods
          ended  September  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  $860,957  for  the nine-month period ended
               September  30, 2004 and $453,694 for the three-month period ended
               September  30, 2004. The cost of funds, which represents interest
               paid  on deposits and borrowings, was $210,298 for the nine-month
               period  ended September 30, 2004 and $140,054 for the three-month
               period  ended  September  30,  2004.

               Annualized  net  yield on earning assets, defined as net interest
               income  annualized,  divided  by average interest earning assets,
               was  at  4.03%  during  the nine-month period ended September 30,
               2004.

<TABLE>
<CAPTION>
                                            (Dollars in thousands)

                                   Avg Assets/           Interest       Yield/
Description                        Liabilities        Income/Expense     Cost
---------------------------  -----------------------  ---------------  ---------
<S>                          <C>                      <C>              <C>
Federal Funds Sold           $                 2,913  $            27      1.24%
Securities                                     3,262               79      3.23%
Loans                                         15,297              755      6.58%
                             -----------------------  ---------------  ---------
            Total            $                21,472  $           861      5.35%
                             -----------------------  ---------------  ---------
Transactional Account        $                 1,911  $             5       .34%
Savings                                        4,264               46      1.97%
CDs                                            9,500              158      2.22%
Other Borrowings                                 121                2      2.20%
                             -----------------------  ---------------  ---------
            Total            $                15,796  $           211      1.78%
Net interest income                                   $           650
Net yield on earning assets                              ============      4.03%
                                                                       =========
</TABLE>


               Net  yield  on  earning  assets,  defined  as net interest income
               divided  by  average interest earning assets, was at 4.20% during
               the  three-month  period  ended  September  30,  2004.


<TABLE>
<CAPTION>
                                            (Dollars in thousands)

                                   Avg Assets/           Interest       Yield/
Description                        Liabilities        Income/Expense     Cost
---------------------------  -----------------------  ---------------  ---------
<S>                          <C>                      <C>              <C>
Federal Funds Sold           $                   920  $             3      1.30%
Securities                                     5,284               53      4.01%
Loans                                         23,216              397      6.84%
                             -----------------------  ---------------  ---------
            Total            $                29,920  $           454      5.31%
                             -----------------------  ---------------  ---------
Transactional Accounts       $                 2,476  $             3       .50%
Savings                                        6,022               27      1.80%
CDs                                           15,676              108      2.76%
Other Borrowings                                  76                2      1.05%
                             -----------------------  ---------------  ---------
            Total            $                24,250  $           140      2.31%
Net interest income                                   $           314
Net yield on earning assets                              ============      4.20%
                                                                       =========
</TABLE>


<PAGE>
                            FREEDOM BANCSHARES, INC.
                                 AND SUBSIDIARY

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


          b.   For  the nine-month period ended September 30, 2004, non-interest
               income  amounted  to  $13,619, or .07% of average assets. For the
               three-month  period ended September 30, 2004, non-interest income
               amounted  to  $8,934,  or  .11%  of  average  assets.

          c.   For  the nine-month period ended September 30, 2004, non-interest
               expense  amounted to $1,187,866, or -6.06% of average assets. For
               the  three-month  period  ended  September 30, 2004, non-interest
               expense  amounted  to  $424,382,  or  5.42%  of  average  assets.

          d.   During  the  nine-month  period  ended  September  30,  2004, the
               provision  for  loan  losses was $440,000. During the three-month
               period  ended  September  30, 2004, the provision for loan losses
               was  $155,000.  The  allowance for loan losses as a percentage of
               gross  loans  was  at  1.49%  on  September  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  September  30, 2004 financial statements
          evidence  a  satisfactory  liquidity  position  as total cash and cash
          equivalents  amounted  to  $3,596,396,  representing  8.70%  of  total
          assets.

          Investment  securities  available-for-sale,  which  amounted  to
          $6,672,977,  or 16.15% of total assets, at September 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 September 30, 2004 we had access to unused
          lines  of  credit totaling $5.4 million. In addition, the Federal Home
          Loan  Bank  of Atlanta has granted us a line of credit equal to 15% of
          total  assets,  or  $6,197,375  at September 30. All advances from the
          Federal  Home Loan Bank are subject to collateralization acceptable to
          the  Federal  Home  Loan  Bank  of  Atlanta.

          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  $7,408,779 at September 30, 2004. The increase is due to net
          proceeds  from  the  sale  of  additional  shares in our initial stock
          offering  of


<PAGE>
                            FREEDOM BANCSHARES, INC.
                                 AND SUBSIDIARY

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


          $1,200,900,  offset  by a net loss for the nine months ended September
          30, 2004 of $(963,588) and an after-tax increase of $5,132 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 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  September  30,  2004.

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

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
                        Freedom Bank      Freedom Bancshares, Inc.   Minimum Regulatory
                     September 30, 2004     September 30, 2004          Requirement
-------------------  -------------------  -------------------------  -------------------
<S>                  <C>                  <C>                        <C>
Leverage ratio             21.34%                23.66%                     4.0%
-------------------  -------------------  -------------------------  -------------------
Risk weighted ratio        22.68%                24.91%                     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 21.34% and risk-weighted ratio of 22.68% 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.   UNREGISTERED  SALES  OF  EQUITY  SECURITIES  AND  USE  OF  PROCEEDS

          None.

ITEM 3.   DEFAULTS  UPON  SENIOR  SECURITIES

          None.

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

          None.

ITEM 5.   OTHER  INFORMATION

          None.

ITEM 6.   EXHIBITS

          Exhibit  Number  Description

          3.1  Articles  of  Incorporation of Freedom Bancshares, Inc. (filed as
               Exhibit  to  the  Company's  registration  statement on Form SB-2
               filed on March 31, 2003, as amended (the "SB-2), and incorporated
               herein  by  reference).
          3.2  Bylaws  of  Freedom Bancshares, Inc. (filed as Exhibit 3.2 to the
               SB-2  and  incorporated  herein  by  reference).
          31.1 Certification  of  the  Chief Executive Officer, pursuant to Rule
               15d-14(a)  under  the  Securities  Exchange  Act  of  1934.
          31.2 Certification  of  the  Chief Financial Officer, pursuant to Rule
               15d-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 15d-14(b) under the
               Securities  Exchange  Act  of  1934.
          32.2 Certification  of  Chief Financial Officer, pursuant to 18 U.S.C.
               Section  1350,  as  adopted  pursuant to Rule 15d-14(b) under the
               Securities  Exchange  Act  of  1934.


         None.


<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)

November  12,  2004                    /S/  Vincent  D.  Cater
                              President  and  Chief  Executive  Officer
                              (Principal  Executive  Officer)


November  12,  2004                    /s/  Clyde  A.  McArthur
                              Chief  Financial  Officer
                              (Principal  Accounting  Officer)


<PAGE>