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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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Form 10-QSB



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|x | QUARTERLY REPORT UNDER SECTION 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------



For the quarterly period ended June 30, 2004



| ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT 1934
|- | --------------------------------------------------------------------



For the transition period from  to



Commission File Number: 333-110127



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Bainbridge Bancshares, Inc.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|Georgia                                                        |  | 20-0057499                       
|(State or other jurisdiction of Incorporation or organization) |  | (IRS Employer Identification No.)



208 S. Russ St.,
Bainbridge, GA 39817

(Address of principal executive offices)



(229) 246-3131

(Registrants telephone number, including area code)



Not Applicable

(Former name, former address and former fiscal year, if changed since last report)



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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 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 ̈



Indicate the number of shares outstanding of each of the issuers classes of common stock as of August 13, 2004: 650,000 shares of
common stock, no par value per share



Transitional Small Business Disclosure
Format (check one):    Yes ̈No  x



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Part I. Financial Information

Item 1. Financial Statements.



Bainbridge
Bancshares, Inc.

Consolidated Balance Sheet (unaudited)

June 30, 2004



|                                                                                                |  |   |            |  
|----------------------------------------------------------------------------------------------- |  | - | ---------- | -
|Assets                                                                                          |  |   |            |  
|Cash and due from banks                                                                         |  | $ | 850,699    |  
|Federal funds sold                                                                              |  |   | 2,130,000  |  
|Restricted securities                                                                           |  |   | 150,500    |  
|Securities available for sale, at fair value                                                    |  |   | 1,450,052  |  
|Loans                                                                                           |  |   | 12,759,292 |  
|Less allowance for loan losses                                                                  |  |   | (128,000   | )
|                                                                                                |  |   |            |  
|Loans, net                                                                                      |  |   | 12,631,292 |  
|Premises and equipment, net                                                                     |  |   | 942,568    |  
|Other assets                                                                                    |  |   | 146,689    |  
|                                                                                                |  |   |            |  
|                                                                                                |  | $ | 18,301,800 |  
|                                                                                                |  |   |            |  
|Liabilities and Shareholders Equity                                                            |  |   |            |  
|Deposits                                                                                        |  |   |            |  
|Noninterest bearing demand                                                                      |  | $ | 2,734,888  |  
|Interest bearing demand and savings                                                             |  |   | 8,027,096  |  
|Time deposits                                                                                   |  |   | 1,575,781  |  
|                                                                                                |  |   |            |  
|Total deposits                                                                                  |  |   | 12,337,765 |  
|                                                                                                |  |   |            |  
|Other liabilities                                                                               |  |   | 18,074     |  
|                                                                                                |  |   |            |  
|Total Liabilities                                                                               |  | $ | 12,355,839 |  
|                                                                                                |  |   |            |  
|Shareholders Equity                                                                            |  |   |            |  
|Preferred Stock, no par value, 1,000,000 shares authorized; none issued                         |  | $ |           |  
|Common Stock, no par value, 10,000,000 shares authorized; 650,000 shares issued and outstanding |  |   |           |  
|Paid-in capital                                                                                 |  |   | 6,459,736  |  
|Accumulated deficit                                                                             |  |   | (512,484   | )
|                                                                                                |  |   |            |  
|Unrealized gain(loss) on securities                                                             |  |   | (1,291     | )
|                                                                                                |  |   |            |  
|Total shareholders equity                                                                      |  |   | 5,945,961  |  
|                                                                                                |  |   |            |  
|                                                                                                |  | $ | 18,301,800 |  
|                                                                                                |  |   |            |  



See Notes to Financial Statements



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Bainbridge Bancshares, Inc.

Consolidated Statement of Operations (unaudited)

Three and six months ended June
30, 2004



|                                                              |  |              |          |   |            |   |          |  
|------------------------------------------------------------- |  | ------------ | -------- | - | ---------- | - | -------- | -
|                                                              |  | Three months |          |   | Six Months |  
|Interest Income                                               |  |              |          |   |            |   |          |  
|Interest and fees on loans                                    |  | $            | 149,021  |   |            | $ | 149,021  |  
|Interest on investment securities                             |  |              | 4,168    |   |            |   | 4,168    |  
|Interest on Federal funds sold                                |  |              | 10,680   |   |            |   | 15,568   |  
|                                                              |  |              |          |   |            |   |          |  
|                                                              |  |              | 163,869  |   |            |   | 168,757  |  
|Interest Expense                                              |  |              |          |   |            |   |          |  
|Interest on deposits                                          |  |              | 25,459   |   |            |   | 25,459   |  
|Interest on other borrowed funds                              |  |              | 10,189   |   |            |   | 13,691   |  
|                                                              |  |              |          |   |            |   |          |  
|                                                              |  |              | 36,648   |   |            |   | 39,150   |  
|                                                              |  |              |          |   |            |   |          |  
|Net interest income                                           |  |              | 127,221  |   |            |   | 129,607  |  
|Provision for loan losses                                     |  |              | 128,000  |   |            |   | 128,000  |  
|                                                              |  |              |          |   |            |   |          |  
|Net interest income (expense) after provision for loan losses |  |              | (779     | ) |            |   | 1,607    |  
|                                                              |  |              |          |   |            |   |          |  
|Other income                                                  |  |              |          |   |            |   |          |  
|Service charges on deposit accounts                           |  |              | 7,242    |   |            |   | 7,242    |  
|Other fees and income                                         |  |              | 3,258    |   |            |   | 3,258    |  
|                                                              |  |              |          |   |            |   |          |  
|                                                              |  |              | 10,500   |   |            |   | 10,500   |  
|                                                              |  |              |          |   |            |   |          |  
|Other Expenses                                                |  |              |          |   |            |   |          |  
|Salaries & employee benefits                                  |  |              | 136,478  |   |            |   | 224,069  |  
|Organization costs                                            |  |              |         |   |            |   |         |  
|Premises and fixed assets                                     |  |              | 58,242   |   |            |   | 58,242   |  
|Data processing fees                                          |  |              | 6,200    |   |            |   | 6,200    |  
|Other expenses                                                |  |              | 37,586   |   |            |   | 89,266   |  
|                                                              |  |              |          |   |            |   |          |  
|                                                              |  |              | 238,506  |   |            |   | 377,777  |  
|                                                              |  |              |          |   |            |   |          |  
|Net Loss for the period                                       |  |              | (228,785 | ) |            |   | (365,670 | )
|Other comprehensive loss:                                     |  |              | (1,291   | ) |            |   | (1,291   | )
|                                                              |  |              |          |   |            |   |          |  
|Comprehensive loss                                            |  |              | (230,076 | ) |            |   | (366,961 | )
|                                                              |  |              |          |   |            |   |          |  
|Net loss per share                                            |  | $            | (0.36    | ) |            | $ | (0.57    | )
|                                                              |  |              |          |   |            |   |          |  



See Notes to Financial Statements



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Bainbridge Bancshares, Inc.

Consolidated Statement of Cash Flows (unaudited)

Six months ended June 30, 2004



|                                                               |  |   |             |  
|-------------------------------------------------------------- |  | - | ----------- | -
|Cash Flows from operating activities:                          |  |   |             |  
|Net Loss                                                       |  | $ | (365,670    | )
|Adjustments to reconcile net loss to net cash used in          |  |   |             |  
|Operating activities:                                          |  |   |             |  
|Depreciation                                                   |  |   | 15,845      |  
|Provision for loan losses                                      |  |   | 128,000     |  
|Net change in other assets and accrued liabilities             |  |   | 102,601     |  
|                                                               |  |   |             |  
|Net cash used in operating activities                          |  |   | (324,426    | )
|                                                               |  |   |             |  
|Cash Flows from Investing Activities:                          |  |   |             |  
|Purchase of investment securities                              |  |   | (1,601,843  | )
|(Increase) in loans                                            |  |   | (12,759,292 | )
|(Increase) in Federal funds sold                               |  |   | (2,130,000  | )
|Purchase of fixed assets                                       |  |   | (386,778    | )
|                                                               |  |   |             |  
|Net cash used in Investing activities                          |  |   | (16,877,913 | )
|                                                               |  |   |             |  
|Cash Flows from Financing Activities:                          |  |   |             |  
|Increase in deposits                                           |  |   | 12,337,765  |  
|Payment on line of credit                                      |  |   | (530,000    | )
|Payment of advances from organizers                            |  |   | (220,000    | )
|Proceeds from sale of common stock, net of stock offering cost |  |   | 6,452,836   |  
|                                                               |  |   |             |  
|Net cash provided by financing activities                      |  |   | 18,040,601  |  
|                                                               |  |   |             |  
|Net increase in cash                                           |  |   | 838,262     |  
|Cash at beginning of period                                    |  |   | 12,437      |  
|                                                               |  |   |             |  
|Cash at end of period                                          |  | $ | 850,699     |  
|                                                               |  |   |             |  



See Notes to Financial Statements



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Bainbridge Bancshares, Inc.

Notes to Consolidated Financial Statements



Note 1. Organization and Summary of Significant Accounting Policies



Organization



Bainbridge Bancshares,
Inc. (the Company) was incorporated on June 25, 2003 to operate as a bank holding company pursuant to the Federal Bank Holding Company Act of 1956, as amended, and to purchase 100% of the issued and outstanding capital stock of First
National Bank of Decatur County (the Bank), an association organized under the laws of the United States, which conducts a general banking business in Bainbridge, Georgia. In March 2004, the Company obtained regulatory approval to become
a registered bank holding company subject to regulation by the Board of Governors of the Federal Reserve System and the Georgia Department of Banking and Finance. In April 2004, the Bank was chartered as a national bank subject to regulations by the
Office of the Comptroller of the Currency.



Significant Accounting Policies



Basis of Presentation



The financial statements have been prepared on the accrual basis in accordance with
generally accepted accounting principles. The interim financial statements included herein are unaudited but reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of the financial position and results of
operations for the interim periods presented. All adjustments are of a normal recurring nature.



The accounting principles followed by the Company and the methods of applying these principles conform with accounting principles generally accepted in the United States of America and with general practices within
the banking industry.



Income Taxes



The Company will be subject to Federal and state income taxes when taxable income is
generated. No income taxes have been accrued because of the operating losses.



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Item 2. Managements Plan of Operation



Bainbridge Bancshares, Inc. (the Company) was incorporated in
June 2003 to operate as a bank holding company pursuant to the Federal Bank Holding Company Act of 1956, as amended, and to purchase 100% of the issued and outstanding capital stock of First National Bank of Decatur County (the Bank), a
national banking association to be organized under the laws of the United States to conduct a general banking business in Bainbridge, Georgia. In March 2004, the Company obtained regulatory approval to become a registered bank holding company
subject to regulation by the Board of Governors of the Federal Reserve System and the Georgia Department of Banking and Finance. In April 2004, the Bank was chartered as a national bank subject to regulation by the Office of the Comptroller of the
Currency and commenced operations.



The Company initially
funded its start-up and organization costs through advances from the organizers in the amount of $220,000 from their own personal funds. The Company subsequently obtained a line of credit in the amount of $350,000 from Thomasville National Bank,
which was personally guaranteed by twelve of the Companys organizers. The Company obtained further financing through its initial public offering, completed on April 25, 2004, in which the Company sold and issued 650,000 shares of its no par
value common stock. Proceeds from the stock offering amounted to approximately $6,453,836, net of selling expenses.



The Company believes that the minimum proceeds of the offering will satisfy the cash requirements of the Company and the Bank for their respective initial
years of operations. It is not anticipated that the Company will find it necessary to raise additional funds to meet expenditures required to operate the business of the Company and/or the Bank during the next 12 months. All anticipated material
expenditures for such period have been identified and provided for out of the proceedings of the offering.



Item 3. Controls and Procedures



The Chief Executive Officer and Chief Financial Officer of the Company have evaluated the Companys disclosure controls and procedures as of the end of the
quarterly period covered by this Report on Form 10-QSB and have concluded that the Companys disclosure controls and procedures are effective. During the second quarter of 2004 there were no changes in the Companys internal controls over
financial reporting that have materially affected, or that are reasonably likely to materially affect, the Companys internal control over financial reporting.



Item 6. Exhibits and Reports on Form 8-K



| | a) | Exhibits  The following exhibits are filed with this report or incorporated herein by reference:
| | -- | -------------------------------------------------------------------------------------------------



| | 3.1 | Articles of Incorporation of the Company (filed as Exhibit 3.1 to the Companys Form SB-2 previously filed with the SEC on October 31, 2003 and incorporated herein by
reference)
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3.2 | Bylaws of the Company (filed as Exhibit 3.2 to the Companys Form SB-2 previously filed with the SEC on October 31, 2003 and incorporated herein by reference)
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 31.1 | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
| | ---- | ------------------------------------------------------------------------------------------------------



| | 31.2 | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
| | ---- | ------------------------------------------------------------------------------------------------------



| | 32.1 | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
| | ---- | -----------------------------------------------------------------------



| | b) | No reports on Form 8-K were filed during the quarter ended June 30, 2004.
| | -- | -------------------------------------------------------------------------



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SIGNATURES



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



|                      |  |                             |  |                                             
|--------------------- |  | --------------------------- |  | --------------------------------------------
|                      |  | BAINBRIDGE BANCSHARES, INC.
|                      |  |                            
|Date: August 13, 2004 |  | By:                         |  | /s/ Tracy A. Dixon                          
|                      |  |                             |  | Tracy A. Dixon, President and Chief         
|                      |  |                             |  | Executive Officer                           
|                      |  |                             |  | (principal executive officer)               
|                      |  |                            
|Date: August 13, 2004 |  | By:                         |  | /s/ Donna H. Kelley                         
|                      |  |                             |  | Donna H. Kelley, Chief Financial Officer    
|                      |  |                             |  | (principal financial and accounting officer)



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