**SECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C.  20549**

 

**Form10-KSB/ Amendment No. 2**

 

**(Mark One)**

 

| **ý** |   | **Annual Report under Section 13 or 15(d) of the Securities  Exchange Act of 1934**                                                                                                                                             |
|------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |   |                                                                                                                                                                                                                            |
|       |   | **For  the fiscal year ended December 31, 2002**                                                                                                                                                                                |
|       |   |                                                                                                                                                                                                                            |
|       |   | **or**                                                                                                                                                                                                                          |
|       |   |                                                                                                                                                                                                                            |
| **o**      |   | **Transition Report under Section 13 or 15(d) of the  Securities Exchange Act of 1934**                                                                                                                                         |
|       |   |                                                                                                                                                                                                                            |
|       |   | **For  the transition period from                   to                 ** |

 

**Commissionfile no. 000-22505**

 

**FNB BANCSHARES, INC.**

(Name of SmallBusiness Issuer in Its Charter)

 

| **South  Carolina**                                              |   | **57-1033165**                        |
|------------------------------------------------------------------|--------|---------------------------------------|
| (State or Other  Jurisdiction  of Incorporation or Organization) |   | (I.R.S. Employer  Identification No.) |
|                                                             |   |                                  |
|                                                             |   |                                  |
| **217  North Granard Street  Gaffney, South Carolina**           |   | **29341**                             |
| (Address of  Principal Executive Offices)                        |   | (Zip Code)                            |

 

| **(864)  488-2265**                                                                 |
|-------------------------------------------------------------------------------------|
| Issuer’s  Telephone Number, Including Area Code                                |
|                                                                                |
| Securities  registered pursuant to Section 12(b) of the Act:  **None**         |
|                                                                                |
| Securities  registered pursuant to Section 12(g) of the Act:  **Common Stock** |

 

Check whether the issuer (1) filed all reports requiredto be filed by Section 13 or 15(d) of the Exchange Act during the past 12months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for past 90days.                 Yes ý    No o

 

Check if there is no disclosure of delinquent filersin response to Item 405 of Regulation S-B in this form, and no disclosure willbe contained, to the best of registrant’s knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of this Form10-KSB or any amendment to this Form 10-KSB. ý

 

The issuer’s incomefor its most recent fiscal year was $532,247. As of March 4, 2003, 647,123 shares of Common Stock were issued andoutstanding.

 

The aggregate market value of the Common Stock held bynon-affiliates of the Company on March 4, 2003 was $4,979,807.  This calculation is based upon an estimateof the fair market value of the Common Stock by the Company’s Board ofDirectors of $10.90 per share.  There isnot an active trading market for the Common Stock and it is not possible toidentify precisely the market value of the Common Stock.

 

Transitional Small Business Disclosure Format.  (Check one):  Yes o   No ý

 

**DOCUMENTSINCORPORATED BY REFERENCE**

 

The Company’s AnnualReport to Shareholders for the year ended December 31, 2002 is incorporated byreference in this Form 10-KSB in Part II, Items 6 and 7.  The Company’s Proxy Statement for the AnnualMeeting of Shareholders to be held on April 22, 2003 is incorporated byreference in this Form 10-KSB in Part III, Items 9 through 12.

 

 

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**EXPLANATORY NOTE**

 

We are filing this 10-KSB Amendment No. 2 to amendExhibit 13 – 2002 Annual Report of the Company - to the Form 10-KSB for theyear ended December 31, 2002 to include the independent auditor’s report fromElliott Davis, LLC for the year ended December 31, 2001.  We have also restated the consolidatedfinancial statements for the years ended December 31, 2002 and 2001 to show theeffects of the 5% stock dividend issued April 25, 2003.  No other changes have been made to theoriginal 10-KSB/A.

 

We engaged Elliott Davis to re-audit our December 31,2001 consolidated financial statements because the accounting firm thatoriginally audited these financials is no longer in existence and we aretherefore unable to rely upon that original opinion under SEC rules.  The only changes to the consolidatedfinancial statements are adjustments to the per share numbers to reflect theeffects of the 5% stock dividends issued April 19, 2002 and April 25,2003.  We are also not changing ourprimary accounting firm – that firm continues to be Dixon Odom PLLC.

 

The accounting firm of Tourville, Simpson &Caskey, L.L.P. (“TSC”) served as our independent auditor until October 29,2002, when we replaced TSC as our independent auditor with Dixon Odom.  TSC ceased to exist on December 31, 2002,and there was no successor by virtue of sale, merger or reorganization.  The former partner of TSC with primary auditresponsibility for our company, R. Jason Caskey, subsequently joined the firmof Elliott Davis.  Because of Mr.Caskey’s prior experience with the Company during the relevant period, we choseto engage Elliott Davis to re-audit the consolidated financial statements forthe year ended December 31, 2001.  Inaddition to the Elliott Davis report on our consolidated financialstatements for the year ended December 31, 2001, we are filing a revisedindependent auditor’s report from Dixon Odom PLLC for the year ended December31, 2002.  We are filing this revisedauditor’s report for the year ended December 31, 2002 because of theadjustments to our consolidated financial statements to the per sharenumbers to reflect the effects of the 5% stock dividend issued April 25,2003.  As noted above, there are noother changes to the consolidated financial statements for either the yearended December 31, 2001 or the year ended December 31, 2002.

 

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**SIGNATURES**

 

In accordance with Section 13 or 15(d) of theSecurities Exchange Act of 1934 (the “Exchange Act”), the registrant causedthis report to be signed on its behalf by the undersigned, thereunto dulyauthorized.

 
|   |                    |   | FNB BANCSHARES, INC.                   |
|--------|-------------------------|--------|----------------------------------------|
|   |                    |   |                                   |
|   |                    |   |                                   |
| Date:  |   January 20, 2004 |   | By:                                    |  /s/ V. Stephen  Moss |   |
|   |                    |   | V.  Stephen Moss                       |
|   |                    |   | President  and Chief Executive Officer |
|        |                         |        |                                        |  |  |

 

 

In accordance with the Exchange Act, this report hasbeen signed below by the following persons on behalf of the registrant in thecapacities and on the dates indicated.

 
| **Signature**              |   | **Title** |                                   | **Date** |             |
|----------------------------|--------|-----------|----------------------------------------|----------|------------------|
|                       |   |      |                                   |     |             |
| /s/  *                     |   |      | Director                               |     | January 20, 2004 |   |
| Richard  D. Gardner        |   |      |                                   |     |             |   |
|                       |   |      |                                   |     |             |   |
| /s/  *                     |   |      | Director                               |     | January 20, 2004 |   |
| Barry  Hamrick             |   |      |                                   |     |             |   |
|                       |   |      |                                   |     |             |   |
| /s/  *                     |   |      | Director                               |     | January 20, 2004 |   |
| Haskell  D. Mallory        |   |      |                                   |     |             |   |
|                       |   |      |                                   |     |             |   |
| /s/  *                     |   |      | Director                               |     | January 20, 2004 |   |
| Bill  Mason                |   |      |                                   |     |             |   |
|                       |   |      |                                   |     |             |
| /s/  V. Stephen Moss       |   |      | Director;                              |     | January 20, 2004 |   |
| V.  Stephen Moss           |   |      | President and  Chief Executive Officer |     |             |   |
|                       |   |      |                                   |     |             |
| /s/  *                     |   |      | Director                               |     | January 20, 2004 |   |
| Harold  D. Pennington, Jr. |   |      |                                   |     |             |   |
|                       |   |      |                                   |     |             |   |
| /s/  *                     |   |      | Director                               |     | January 20, 2004 |   |
| Harold  D. Pennington, Sr. |   |      |                                   |     |             |   |
|                       |   |      |                                   |     |             |   |
| /s/  *                     |   |      | Director                               |     |             |   |
| Heyward  W. Porter         |   |      |                                   |     |             |   |
|                       |   |      |                                   |     |             |   |
|                       |   |      |                                   |     |             |   |
|                       |   |      |                                   |     |             |   |
| /s/  *                     |   |      | Chief Financial  Officer, Principal    |     | January 20, 2004 |   |

 

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| **Signature**             |   | **Title** |                              | **Date** |             |
|---------------------------|--------|-----------|-----------------------------------|----------|------------------|
|                      |   |      |                              |     |             |
| Kimberly  D. Barrs        |   |      | Accounting and  Financial Officer |     |             |   |
|                      |   |      |                              |     |             |   |
|                      |   |      |                              |     |             |   |
| /s/  V. Stephen Moss |   |      | As  Attorney-In-Fact              |     | January 20, 2004 |   |
| V.  Stephen Moss          |   |      |                              |     |             |   |
|                      |   |      |                              |     |             |   |

 

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INDEX TO EXHIBITS

 
| **Exhibit  Number** |   | **Description**                                                     |
|---------------------|--------|---------------------------------------------------------------------|
|                |   |                                                                |
| 13                  |   | Annual Report to  Shareholders for the year ended December 31, 2002 |

 

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