**U.
S. SECURITIES AND EXCHANGE COMMISSION**
 WASHINGTON,
DC 20549
   **FORM
10-QSB**
  
 xQuarterly report under Section 13 or 15 (d) of the
Securities Exchange Act of 1934
 For the
quarterly period ended **March
31, 2005**
 
 oTransition report under Section 13 or 15 (d) of the
Exchange Act
 For the
transition period from  to
 
 Commission
file number **333-109524**
 **FLINT
RIVER BANCSHARES, INC.**
 (Exact
Name of Small Business Issuer as Specified in Its Charter)
 **GEORGIA**
    **30-0205366**(State
      or Other Jurisdiction of
    (I.R.S.
      EmployerIncorporation
      or Organization)
    Identification
      No.)
  **260
Hwy 19, North**
 **Camilla,
Georgia 31730**
 (Address
of Principal Executive Offices)
 
 **(229)
336-5666** ****
 (Issuer’s
Telephone Number, Including Area Code)
 
 
 **Not
Applicable**
 (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 Exchange Act 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
 **APPLICABLE
ONLY TO CORPORATE ISSUERS**
 
 State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date: Common
Stock $1 par value, 627,737 shares outstanding at March 31,
2005.
 
 
 Transitional
Small Business Disclosure Format (check one):
 Yes
    
    
    No
    x
 Table of Contents
  Flint River Bancshares, Inc.
 
 INDEX
 
 PART
      I:
    FINANCIAL
      INFORMATIONITEM
      1.
    FINANCIAL
      STATEMENTS
    PAGEThe
      following financial statements are provided for Flint River Bancshares,
      Inc.Consolidated
      Balance Sheets (unaudited) - March 31, 2005 andDecember 31,
      2004
    2Consolidated
      Statement of Loss (unaudited) - For the Three Months EndedMarch
      31, 2005
    3Consolidated
      Statement of Cash Flows (unaudited) - For the Three MonthsEnded
      March 31, 2005
    4Notes to Consolidated Financial Statements
      (unaudited)
    5ITEM
      2.
    Management’s Discussion and Analysis
    6ITEM
      3.
    Controls and Procedures
    8PART
      II:
    OTHER INFORMATIONItem
      1.
    Legal Proceedings
    9Item
      2.
    Unregistered Sales of Equity Securities and Use of
      Proceeds
    9Item
      3.
    Defaults Upon Senior Securities
    9Item
      4.
    Submission of Matters to a Vote of Security
      Holders
    9Item
      5.
    Other Information
    9Item
      6.
    Exhibits
    9
 
 The
financial statements furnished have not been examined by independent Certified
Public Accountants, but reflect, in the opinion of management, all adjustments
necessary for a fair presentation of the results of operations for the periods
presented.
 
 The
results of operations for the three-month period ended March 31, 2005 are not
necessarily indicative of the results to be expected for the full year.
 
 -1-
 Table of Contents
 ***FLINT RIVER BANCSHARES, INC. AND
SUBSIDIARY***
 **CONSOLIDATED
BALANCE SHEETS**
 **AS
OF MARCH 31, 2005 AND DECEMBER 31, 2004**
 **(** **UNAUDITED)**
 
 
 **Assets**
    
    **March
      31, 2005**
    
    **December
      31, 2004**Cash
      and due from banks
    
    $
    440,518
    
    $
    377,027Federal
      funds sold
    
    
    -
    
    
    477,000Total
      cash and cash equivalents
    
    
    440,518
    
    
    854,027Securities
      available for sale, at fair value
    
    
    1,828,376
    
    
    1,936,156Federal
      Reserve Bank stock, restricted, at cost
    
    
    159,000
    
    
    159,000Federal
      Home Loan Bank stock, restricted, at cost
    
    
    19,200
    
    
    -Loans,
      net of unearned income
    
    
    9,635,045
    
    
    4,935,848Less
      - allowance for loan losses
    
    
    (96,350
    )
    
    (47,342
    )Loans,
      net
    
    
    9,538,695
    
    
    4,888,506Bank
      premises and equipment, net
    
    
    1,539,317
    
    
    1,506,183Accrued
      interest receivable
    
    
    83,361
    
    
    65,262Other
      assets
    
    
    72,887
    
    
    115,429**Total
      Assets**
    
    $
    13,681,354
    
    $
    9,524,563**Liabilities
      and Shareholders' Equity**Deposits:Non-interest
      bearing
    
    $
    662,583
    
    $
    296,829Interest
      bearing
    
    
    7,213,251
    
    
    3,845,390Total
      deposits
    
    
    7,875,834
    
    
    4,142,219Federal
      funds purchased and securities sold under repurchase agreements
    
    
    769,000
    
    
    -Accrued
      interest payable
    
    
    7,688
    
    
    3,030Accrued
      expenses and other liabilities
    
    
    19,516
    
    
    146,945Total
      liabilities
    
    
    796,204
    
    
    149,975Shareholders'
      Equity:Common
      stock, $1 par value, authorized 10,000,000 shares, issued
      and outstanding 627,737 shares
    
    
    627,737
    
    
    627,737Paid-in
      capital surplus
    
    
    5,649,633
    
    
    5,649,633Deficit
      accumulated during development stage
    
    
    (365,022
    )
    
    (365,022
    )Accumulated
      deficit
    
    
    (859,309
    )
    
    (670,262
    )Accumulated
      other comprehensive loss
    
    
    (43,723
    )
    
    (9,717
    )Total
      shareholders' equity
    
    
    5,009,316
    
    
    5,232,369**Total
      Liabilities and Shareholders' Equity**
    
    $
    13,681,354
    
    $
    9,524,63
****
 -2-
 Table of Contents
 ***FLINTRIVER BANCSHARES, INC. AND
SUBSIDIARY***
 **CONSOLIDATED
STATEMENT OF LOSS**
 **FOR
THE THREE MONTH PERIOD ENDED MARCH 31, 2005**
 **(UNAUDITED)**
 
 **Interest
      and Dividend Income:**Interest
      and fees on loans
    
    $
    117,352Interest
      and dividends on securities:Taxable
      income
    
    
    23,591Income
      on federal funds sold
    
    
    5,835Total
      interest and dividend income
    
    
    146,778**Interest
      Expense:**Deposits
    
    
    31,805Other
      borrowed funds
    
    
    88Total
      interest expense
    
    
    31,893Net
      interest income before provision for loan losses
    
    
    114,885Less
      - provision for loan losses
    
    
    49,008Net
      interest income after provision for loan losses
    
    
    65,877**Noninterest
      Income:**Service
      charges on deposit accounts
    
    
    1,101Other
      service charges, commissions and fees
    
    
    282Other
      income
    
    
    5,883Total
      noninterest income
    
    
    7,266**Noninterest
      Expense:**Salaries
    
    
    113,848Employee
      benefits
    
    
    30,183Net
      occupancy expense
    
    
    13,016Equipment
      rental and depreciation of equipment
    
    
    28,440Other
      expenses
    
    
    76,703Total
      noninterest expense
    
    
    262,190**Loss
      Before Income Taxes**
    
    
    (189,047
    )Provision
      for income taxes
    
    
    -**Net
      Loss**
    
    $
    (189,047
    )**Loss
      per share:**Basic
    
    $
    (0.30
    )Diluted
    
    $
    (0.30
    )
****
 -3-
 Table of Contents
 ***FLINT RIVER BANCSHARES, INC. AND
SUBSIDIARY***
 **CONSOLIDATED
STATEMENT OF CASH FLOW**
 **FOR
THE THREE MONTH PERIOD ENDED MARCH 31, 2005**
 **(UNAUDITED)**
 
 **Cash
      Flows from Operating Activities:**Net
      loss
    
    $
    (189,047
    )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Provision
      for loan losses
    
    
    49,008Depreciation
    
    
    17,652Changes
      in accrued income and other assets
    
    
    24,443Changes
      in accrued expenses and other liabilities
    
    
    (122,771
    )Net
      cash used in operating activities
    
    
    (220,715
    )**Cash
      Flows from Investing Activities:**Net
      change in loans to customers
    
    
    (4,699,197
    )Proceeds
      from paydowns of available for sale securities
    
    
    73,774Purchase
      of Federal Home Loan Bank stock
    
    
    (19,200
    )Property
      and equipment expenditures
    
    
    (50,786
    )Net
      cash used in investing activities
    
    
    (4,695,409
    )**Cash
      Flows from Financing Activities:**Net
      change in deposits
    
    
    3,733,615Proceeds
      from federal funds purchased
    
    
    769,000Net
      cash provided by financing activities
    
    
    4,502,615**Net
      Decrease in Cash and Cash Equivalents**
    
    
    (413,509
    )**Cash
      and Cash Equivalents, Beginning of Year**
    
    
    854,027**Cash
      and Cash Equivalents, End of Year**
    
    $
    440,518
****
 -4-
 Table of Contents
 **FLINTRIVER BANCSHARES, INC. AND SUBSIDIARY**
 **NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
 **(UNAUDITED)**
 **(1)**
    **Basis
      of Presentation**
 
 The
accompanying unaudited financial statements have been prepared in accordance
with U.S. generally accepted accounting principles for interim financial
information, and with the instructions to Form 10-QSB and Item 310 (b) of
Regulation S-B of the Securities and Exchange Commission. Accordingly, they do
not include all of the information and footnotes required by U.S. generally
accepted accounting principles for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the three-month period ended March 31,
2005 , are not
necessarily indicative of the results that may be expected for the year ended December
31, 2005 . For
further information refer to the consolidated financial statements and footnotes
thereto included in the Company’s Annual Report on Form 10-KSB for the year
ended December
31, 2004 .
 **(2)**
    **New
      and Pending
Pronouncements**
 There are
no other recent accounting pronouncements that have had, or are expected to
have, a material effect on the Company’s financial statements.
  **(3)**
    **Other
      Comprehensive
Loss**
   During
the three months ended March 31,
2005 , the
Company had unrealized holding losses on investment securities which were
reported as comprehensive loss. An analysis of accumulated other comprehensive
loss since December
31, 2004 is as follows:
  Accumulated
      other comprehensive loss at December 31, 2004
    
    $
    (9,717
    )Other
      comprehensive loss, net of tax:Change
      in unrealized loss on securities available for salenet
      of deferred income tax expense of $-0-
    
    
    (34,006
    )Less
      - Reclassification adjustment for gains realized in net
    income
    
    
    -Accumulated
      other comprehensive loss at March 31, 2005
    
    $
    (43,723
    )
 -5-
 Table of
Contents


***FLINTRIVER BANCSHARES, INC.***


***Item
2 - Management’s Discussion and Analysis***


***For
the Three Months Ended March 31, 2005***


**


OVERVIEW

Flint River Bancshares, Inc. (the "Company") was incorporated on
August 20, 2003 to serve as a holding company for Flint River National Bank,
Camilla, Georgia (the "Bank"). During the organizational phase, the Company
focused on obtaining a bank charter from the Office of the Comptroller of the
Currency (the "OCC"), deposit insurance from the Federal Deposit Insurance
Corporation (the "FDIC"), and on raising capital for the Bank in an initial
public offering. After receiving regulatory approval from the OCC and the FDIC
and closing the initial public offering, the Bank began operations on September
8, 2004.


FINANCIAL RESULTS

From the date of inception of December 2, 2002 to March 31, 2004,
the Company had no significant operations. Accordingly, comparison of
performance between March 31, 2004 and March 31, 2005 would provide no
meaningful information. Thus, we will only discuss the financial results for the
three month period ended March 31, 2005.

For the three-month period ended March 31, 2005, net loss amounted
to ($189,047). The net loss consisted of expenses of $343,091 and revenues of
$154,044. The largest expense is salaries and benefits in the amount of
$144,031, representing 41.9% of total expenses. Other significant expenses were
loan loss reserve contributions of $49,008, representing 14.2% of total
expenses, occupancy and equipment expenses of $41,456 representing 12.0% and
interest expenses of $31,893 representing 9.2% of total expenses. All other
expenses including advertising and legal, consulting and regulatory fees
amounted to $76,703 or 22.3% of total expenses.

The Bank's operations will depend substantially on its net
interest income, which is the difference between the interest income earned on
its loans and other assets and the interest expense paid on its deposits and
other borrowings. This difference is largely affected by changes in market
interest rates, credit policies of monetary authorities, and other local,
national or international economic factors which are beyond the Bank's ability
to predict or control. Large moves in interest rates may decrease or eliminate
the Bank's profitability.


FUNDING OF OPERATIONS AND LIQUIDITY

The Company's operations from January 1, 2005 through March 31,
2005 have been funded through the original capitalization, through the receipt
of the deposits noted elsewhere in this report and from unsecured lines of
credit available to it in the total amount of $3,750,000. At March 31, 2005,
$769,000 was advanced against the lines of credit mentioned above.

The Company believes that the proceeds it raised during the
initial public offering will provide sufficient capital to support the growth of
both the Company and the Bank for their initial years of operations. The Company
does not anticipate that it will need to raise additional funds to meet
expenditures required to operate its business or that of the Bank over the
initial twelve months after the successful Offering; all anticipated material
expenditures during that period are expected to be provided for out of the
proceeds of the Company's initial public offering.


-6-
 Table of Contents


***FLINT
RIVER BANCSHARES, INC.***


***Item
2 - Management’s Discussion and Analysis***


***For
the Three Months Ended March 31, 2005***


**







CAPITAL
EXPENDITURES





The
organizers initially purchased an existing 3,700 sq. ft. banking location on a
one acre lot in Camilla, Georiga. The Bank’s staff has occupied the location.
The facility has been expanded to a total size of 6,000 sq. ft. and the
renovation was fully completed in January 2005.





ADVISORY
NOTE REGARDING FORWARD-LOOKING STATEMENTS


Certain
of the statements contained in this report on Form 10-QSB that are not
historical facts are forward looking statements relating to, without limitation,
future economic performance, plans and objectives of management for future
operations, and projections of revenues and other financial items that are based
on the beliefs of the Company's management, as well as assumptions made by and
information currently available to the Company's management.


The
Company cautions readers of this report that such forward-looking statements
involve known and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of the Company to be materially
different from those expressed or implied by such forward-looking statements.
Although the Company's management believes that their expectations of future
performance are based on reasonable assumptions within the bounds of their
knowledge of their business and operations, there can be no assurance that
actual results will not differ materially from their expectations.





The
Company's operating performance each quarter is subject to various risks and
uncertainties that are discussed in detail in the Company's filings with the
SEC, including the "Risk Factors" section of the Company's Registration
Statement (Registration No. 333-109524) as filed with the SEC and declared
effective on April 14, 2004.







-7-
 Table of Contents


***FLINTRIVER BANCSHARES, INC.***


***Item
3 - Controls and Procedures***


***For
the Three Months Ended March 31, 2005***


**





At of the
end of the period covered by this Quarterly Report on Form 10-QSB, our principal
executive officer and principal financial officer have evaluated the
effectiveness of our “disclosure controls and procedures.” Disclosure controls
and procedures, as defined in Rule 15d-15(e) of the Securities Exchange Act of
1934, as amended, are procedures that are designed with the objective of
ensuring that information required to be disclosed in our reports filed under
the Exchange Act, such as this Quarterly Report, 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 are
also designed with the objective of ensuring that such information is
accumulated and communicated to our management, including our chief executive
officer and chief financial officer, as appropriate to allow timely decisions
regarding required disclosure.
 
 Our
management, including our chief executive officer and chief financial officer,
does not expect that our disclosure controls and procedures will prevent all
error and all fraud. A control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within the company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. The design of any
system of controls also is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions.
 
 Based
upon their controls evaluation, our chief executive officer and chief financial
officer have concluded that our disclosure controls and procedures are
reasonably effective.
 
 There
have been no changes in our internal controls over financial reporting during
our first fiscal quarter that have materially affected, or are reasonably likely
to materially affect, our internal control over financial
reporting.
 
  -8-
 Table of Contents


***FLINTRIVER BANCSHARES, INC.***


***Part
II - Other Information***


***For
the Three Months Ended March 31, 2005***


**





PART II:
OTHER INFORMATION:
 Item 1. Legal Proceedings
 
 There are
no material legal proceedings to which the Company is a party or of which their
property is the subject.
 
 Item2. Unregistered Sales of Equity Securities and Use of
Proceeds
 
 None
 
 Item 3. Defaults Upon Senior Securities
 
 Not
Applicable
 
 Item 4. Submission of Matters to a Vote of
Security-Holders
 
 There
were no matters submitted to security holders for a vote during the three months
ended March 31, 2005.
 
 Item 5. Other Information
 
 None
 
 Item 6. Exhibits
 
 Exhibit
31.1 **Certification of the Chief Executive Officer, Pursuant to Rule
15d-14(a) under the Securities Exchange Act of 1934, as
amended.**
 
 Exhibit
31.2 **Certification of the Chief Financial Officer, Pursuant to Rule
15d-14(a) under the Securities Exchange Act of 1934, as
amended.**
 
 Exhibit
32.1 **Certification of the Chief Executive Officer, Pursuant to 18
U.S.C. Section 1350.**
 
 Exhibit
32.2 **Certification of the Chief Financial Officer, Pursuant to 18
U.S.C. Section 1350.**
 ****
 
 **SIGNATURES**
 In
accordance with the requirements of the Securities Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
 **Flint
      River Bancshares, Inc.**/s/
      Gerald E. LewisGerald
      E. LewisChief
      Executive Officer/s/
      Jane W. TimmonsJane
      W. TimmonsChief
      Financial OfficerDate:
      June 3, 2005
  -9-