UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                           ---------------------

                               FORM 10-KSB

ARTICLE I (Mark One)

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

      For the fiscal year ended December 31, 2005

                                    OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      For the transition period from _______________ to _______________

Commission File No. 0-25929

                         THOMASVILLE BANCSHARES, INC.
               (Name of Small Business Issuer in Its charter)

         Georgia                                       58-2175800
  -------------------------               -----------------------------------
(State or Other Jurisdiction            (I.R.S. Employer Identification Number)
of Incorporation or Organization)

   301 North Broad Street                                31792
    Thomasville, Georgia                          --------------------
----------------------------------                     (Zip Code)
(Address of Principal Executive Offices)

                               (229) 226-3300
               ----------------------------------------------
              (Issuer's Telephone Number, Including Area Code)

Securities registered under Section 12(b)
           of the Exchange Act:                          Name of Each Exchange
           Title of Each Class                            on Which Registered
           -------------------                            -------------------
                 None                                             None

Securities registered under Section 12(g) of the Exchange Act:

                               COMMON STOCK, $1.00 PAR VALUE
                    --------------------------------------------------
                                    (Title of Class)

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act.  [ ]

Check whether the issuer has (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 issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.   YES [X]  NO [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of issuer's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.  [X]

The issuer's revenues for its most recent fiscal year were $18,307,195.

The aggregate market value of the common stock of the issuer held by non-
affiliates of the issuer (2,165,722 shares) on March 28, 2006, was approximately
$48,728,745.  As of such date, no organized trading market existed for the
common stock of the issuer.  The aggregate market value was computed by
reference to the last sale of the common stock of the issuer on March 6, 2006.
For the purposes of this response, directors, officers and holders of 5% or more
of the issuer's common stock are considered the affiliates of the issuer at that
date.

As of March 28, 2006, there were issued and outstanding 2,940,839 shares of the
issuer's common stock.

                        DOCUMENTS INCORPORATED BY REFERENCE
<PAGE>
      Portions of the Proxy Statement for the Annual Meeting of Shareholders to
be held on May 16, 2006 to be filed with the Securities and Exchange Commission
pursuant to Regulation 14A within 120 days of the issuer's fiscal year end are
incorporated into Part III, Items 9 through 12, and 14, of this Annual Report
on Form 10-KSB.

Transitional Small Business Disclosure Format (check one): [ ]  YES  [X]  NO


                                       2
<PAGE>
              SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

      Certain statements in this Annual Report on Form 10-KSB contain "forward-
looking statements" within the meaning of the Private Securities Litigation
Reform Act of 1995, which represent the expectations or beliefs of, including,
but not limited to, statements concerning the banking industry and the issuer's
operations, performance, financial condition and growth.  For this purpose, any
statements contained in this Report that are not statements of historical fact
may be deemed forward-looking statements.  Without limiting the generality of
the foregoing, words such as "may," "will," "expect," "believe," "anticipate,"
"intend," "could," "should," "can," "estimate," or "continue" or the negative
or other variations thereof or comparable terminology are intended to identify
forward-looking statements.  These statements by their nature involve
substantial risks and uncertainties, certain of which are beyond the issuer's
control, and actual results may differ materially depending on a variety of
important factors, including competition, general economic and market
conditions, changes in interest rates, changes in the value of real estate and
other collateral securing loans, interest rate sensitivity and exposure to
regulatory and legislative changes, and other risks and uncertainties described
in the issuer's filings with the Securities and Exchange Commission.  Although
we believe that the assumptions underlying the forward-looking statements are
reasonable, any of the assumptions could prove to be inaccurate.  Therefore, we
can give no assurance that the results contemplated in the forward-looking
statements will be realized.  The inclusion of this forward-looking information
should not be construed as a representation by the issuer or any person that the
future events, plans, or expectations contemplated by the issuer will be
achieved.  The issuer undertakes no obligation to update publicly or revise any
forward-looking statements, whether as a result of new information, future
events, or otherwise.



                                     PART I

ITEM 1.   DESCRIPTION OF BUSINESS
-------   -----------------------

GENERAL

      Thomasville Bancshares, Inc., a Georgia corporation (the "Company"), was
formed in March 1995 to organize and act as the holding company for Thomasville
National Bank (the "Bank"), a national banking association.  The Bank opened for
business in October 1995, and presently operates two branches in Thomasville,
Georgia.  The Bank is a full service commercial bank, with trust powers, and
offers a full range of interest-bearing and non-interest-bearing accounts,
including commercial and retail checking accounts, money market accounts,
individual retirement and Keogh accounts, regular interest-bearing statement
savings accounts, certificates of deposit, commercial loans, real estate loans,
home equity loans and consumer/installment loans.  In addition, the Bank
provides such consumer services as U.S. Savings Bonds, travelers checks,
cashiers checks, safe deposit boxes, bank by mail services, Internet banking,
direct deposit and automatic teller services.

      The holding company structure was adopted as a mechanism to enhance the
Bank's ability to serve its future customers' requirements for financial
services.  The Company provides flexibility for expansion of the banking
business through the acquisition of other financial institutions and provision
of additional banking-related services which the traditional commercial bank may
not provide under present laws.  For example, banking regulations require that
the Bank maintain a minimum ratio of capital to assets.  In the event that the
Bank's growth is such that this minimum ratio is not maintained, the Company may
borrow funds, subject to the capital adequacy guidelines of the Federal Reserve
Board, and contribute them to the capital of the Bank, or raise capital
otherwise in a manner which is unavailable to the Bank under existing banking
regulations.

      In September 2001, the Bank formed an operating subsidiary, TNB Financial
Services, Inc., a Georgia corporation with trust powers.  On March 31, 2004, TNB
Financial Services was liquidated, with all of its operations being transferred
to TNB Trust Services, a division of the Bank.


                                       3
<PAGE>
      In July 2002, the Company acquired all of the issued and outstanding
capital stock of Joseph Parker & Company, Inc. ("JPC"), a Georgia corporation
and federally registered investment advisory firm located in Thomasville,
Georgia.  In July 2004, JPC's name was changed to TNB Financial Services, Inc.
("TNBFS").

      As of December 31, 2005, the Bank and TNBFS together managed approximately
$ 409 million in trust, agency and custody accounts.


MARKET AREA AND COMPETITION

      The market area of the Bank consists of Thomas County, Georgia and is
focused on Thomasville, the county seat. Thomas County has been experiencing
steady growth in both jobs and banking deposits in recent years.  Thomasville is
a regional and commercial medical center for Southwest Georgia.  Thomas County
maintains a steady industrial and agricultural base, which has been expanding in
recent years.  The largest employers in the county include the John D. Archbold
Memorial Hospital and Flowers Industries, Inc. Agricultural activities in the
county are supported by the second-largest fresh vegetable market in Georgia and
a daily cash market for hogs, cattle and poultry.

      Competition among financial institutions in the Bank's market area is
intense.  There are three commercial banks and a total of nine branches in
Thomasville and four additional branches in smaller communities in Thomas
County.  In addition, there is one savings and loan association in Thomasville,
and four credit unions headquartered in Thomas County.

      Financial institutions primarily compete with one another for deposits.
In turn, a bank's deposit base directly affects the bank's loan activities and
general growth.  Primary methods of competition include interest rates on
deposits and loans, service charges on deposit accounts and the offering of
unique financial services products.  The Bank is competing with financial
institutions that have much greater financial resources, and that may be able to
offer more services and possibly better terms to their customers.  However, the
management of the Bank believes that the Bank will be able to attract sufficient
deposits to enable the Bank to compete effectively with other area financial
institutions.

      The Bank competes with existing area financial institutions other than
commercial banks and savings and loan associations, including insurance
companies, consumer finance companies, brokerage houses, credit unions and other
business entities which have recently been invading the traditional banking
markets.  Due to the growth of the Thomasville area, it is anticipated that
additional competition will continue from new entrants to the market.


                                       4
<PAGE>
DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS' EQUITY; INTEREST RATES
AND INTEREST DIFFERENTIAL

      The following is a presentation of the average consolidated balance sheet
of the Company for the years ended December 31, 2005, 2004, and 2003.  This
presentation includes all major categories of interest-earning assets and
interest-bearing liabilities:

                                          Year Ended December 31,
                                     ---------------------------------
                                        2005        2004        2003
                                        ----        ----        ----
                                                (In thousands)
AVERAGE CONSOLIDATED ASSETS

Cash and due from banks              $   7,599   $   5,831   $   5,095
                                      --------    --------    --------
Taxable securities                      13,866      12,176       8,022
Federal funds sold                       8,566       3,929       5,405
Net loans                              216,544     189,927     166,639
                                      --------    --------    --------
   Total interest-earning assets       238,976     206,032     180,066
Other assets                             8,567       9,835       7,341
                                      --------    --------    --------
Total assets                         $ 255,142   $ 221,698   $ 192,502
                                      ========    ========    ========

AVERAGE CONSOLIDATED LIABILITIES AND STOCKHOLDERS' EQUITY

Non-interest-bearing deposits        $  27,010   $  21,505   $  18,031
NOW and money market deposits          119,925      94,840      84,214
Savings deposits                         7,544       6,510       5,298
Time deposits                           59,928      54,182      51,253
Other borrowings                        18,563      25,711      16,595
Other liabilities                        1,130         943         706
                                      --------    --------    --------
Total liabilities                    $ 234,100   $ 203,691   $ 176,097
Stockholders' equity                    21,042      18,007      16,405
                                      --------    --------    --------
Total liabilities
 and stockholders' equity            $ 255,142   $ 221,698   $ 192,502
                                      ========    ========    ========


                                       5
<PAGE>
      The following is a presentation of an analysis of the net interest
earnings of the Company for the periods indicated with respect to each major
category of interest-earning asset and each major category of interest-bearing
liability:

<TABLE>
<CAPTION>
                   Year Ended December 31, 2005    Year Ended December 31, 2004    Year Ended December 31, 2003
                   -----------------------------   -----------------------------   ---------------------------
                               Interest  Average              Interest  Average              Interest  Average
                    Average    Earned/   Yield/     Average    Earned/   Yield/     Average   Earned/   Yield/
                     Amount     Paid      Rate       Amount     Paid      Rate       Amount    Paid      Rate
                     ------     ----      ----       ------     ----      ----       ------    ----      ----
                                                        (Dollars in thousands)
     Assets
     ------
<S>                <C>        <C>         <C>      <C>        <C>         <C>      <C>        <C>         <C>
Taxable securities $ 13,866   $   547     3.94%    $ 12,176   $   442     3.63%    $  8,022   $   298     3.71%
Federal funds sold    8,566       302     3.53%       3,929        62     1.58%       5,405        56     1.04%
Net loans           216,544(1) 14,598(2)  6.74%     189,927(3) 11,313(4)  5.96%     166,639(5) 10,091(6)  6.06%
                    -------    ------               -------    ------               -------    ------
Total
 earning assets    $238,976   $15,447     6.46%    $206,032   $11,817     5.74%    $180,066   $10,445     5.80%
                    =======    ======               =======    ======               =======    ======
   Liabilities
   -----------
NOW and money
 market deposits   $119,925   $ 2,869     2.39%    $ 94,840   $ 1,373     1.45%    $ 84,214   $ 1,180     1.40%
Savings deposits      7,544        97     1.29%       6,510        65     1.00%       5,298        53     1.00%
Time deposits        59,928     1,767     2.95%      54,182     1,367     2.52%      51,253     1,644     3.21%
Other borrowings     18,563       804     4.33%      25,711       872     3.39%      16,595       697     4.20%
                    -------    ------               -------    ------               -------    ------
Total interest
 bearing
 liabilities       $205,960   $ 5,537     2.69%    $181,243   $ 3,677     2.03%    $157,360   $ 3,574     2.27%
                    =======    ======               =======    ======               =======    ======
Net yield on
 earning assets                           4.15%                           3.95%                           3.82%

______________________
<FN>
(1)   At December 31, 2005, $624 in loans were not accruing interest.
(2)   Interest earned on net loans includes $531 in loan fees and loan service
      fees.
(3)   At December 31, 2004, $1,806 in loans were not accruing interest.
(4)   Interest earned on net loans includes $460 in loan fees and loan service
      fees.
(5)   At December 31, 2003, $106 in loans were not accruing interest.
(6)   Interest earned on net loans includes $423 in loan fees and loan service
      fees.
</FN>
</TABLE>


                                       6
<PAGE>
RATE/VOLUME ANALYSIS OF NET INTEREST INCOME

      The effect on interest income, interest expense and net interest income
during the periods indicated, of changes in average balance and rate from the
corresponding prior period is shown below.  The effect of a change in average
balance has been determined by applying the average rate in the earlier period
to the change in average balance in the later period, as compared with the
earlier period.  Changes resulting from average balance/rate variances are
included in changes resulting from rate.  The balance of the change in interest
income or expense and net interest income has been attributed to a change in
average rate.

                                 Year Ended               Year Ended
                               December 31, 2005        December 31, 2004
                                compared with            compared with
                                 Year Ended               Year Ended
                               December 31, 2004        December 31, 2003
                               -----------------        -----------------
                                  Increase (decrease) due to:

                           Volume   Rate    Total    Volume   Rate    Total
                           ------   ----    -----    ------   ----    -----
                                            (In thousands)
Interest earned on:
  Taxable securities       $   65  $    40  $  105   $  150  $    (6) $  144
  Federal funds sold          117      123     240       (6)      12       6
  Net loans                 1,699    1,586   3,285    1,383     (161)  1,222
                            -----   ------   -----    -----   ------   -----
Total interest income       1,881    1,749   3,630    1,527     (155)  1,372
                            -----   ------   -----    -----   ------   -----

Interest paid on:
  NOW deposits
   and money market        $  434  $ 1,062  $1,496   $  151  $    42  $  193
  Savings deposits             11       21      32       12      --       12
  Time deposits               153      247     400      100     (378)   (278)
  Other borrowings            (34)     (34)    (68)     269      (94)    175
                            -----   ------   -----    -----   ------   -----
Total interest expense        564    1,296   1,860      532     (430)    102
                            -----   ------   -----    -----   ------   -----

Change in net
 interest income           $1,317   $  453  $1,770   $  995  $   275  $1,270
                            =====   ======   =====    =====   ======  =====


DEPOSITS

      The Bank offers a full range of interest-bearing and non-interest-bearing
accounts, including commercial and retail checking accounts, money market
accounts, individual retirement and Keogh accounts, regular interest-bearing
statement savings accounts and certificates of deposit with fixed and variable
rates and a range of maturity date options.  The sources of deposits are
residents, businesses and employees of businesses within the Bank's market area,
obtained through the personal solicitation of the Bank's officers and directors,
direct mail solicitation and advertisements published in the local media.  The
Bank pays competitive interest rates on time and savings deposits up to the
maximum permitted by law or regulation.  In addition, the Bank has implemented a
service charge fee schedule competitive with other financial institutions in the
Bank's market area, covering such matters as maintenance fees on checking
accounts, per item processing fees on checking accounts and returned check
charges.


                                       7
<PAGE>
      The following table presents, for the periods indicated, the average
amount of and average rate paid on each of the following deposit categories:

                           Year Ended         Year Ended         Year Ended
                       December 31, 2005  December 31, 2004  December 31, 2003
                       -----------------  -----------------  -----------------
                       Average  Average   Average  Average    Average  Average
Deposit Category       Amount  Rate Paid  Amount  Rate Paid   Amount  Rate Paid
----------------       ------  ---------   ------  ---------  ------  ---------
                                            (Dollars in thousands)
Non-interest-bearing
 demand deposits      $ 27,010     N/A    $21,505     N/A    $18,031     N/A
NOW and money
  market deposits      119,925    2.39%    94,840    1.45%    84,214    1.40%
Savings deposits         7,544    1.29%     6,510    1.00%     5,298    1.00%
Time deposits           59,928    2.95%    54,182    2.52%    51,253    3.21%

      The following table indicates amounts outstanding of time certificates of
deposit of $100,000 or more and respective maturities at December 31, 2005:

   Time Certificates of Deposit             At December 31, 2005
   ----------------------------             --------------------
                                              (In thousands)
      3 months or less                           $ 9,307
      3-6 months                                   8,928
      6-12 months                                 16,379
      over 12 months                               2,990
                                                  ------
           Total                                 $37,604
                                                  ======

LOAN PORTFOLIO

      The Bank engages in a full complement of lending activities, including
commercial/industrial, consumer and real estate loans.  As of December 31, 2005,
the Bank had a legal lending limit for unsecured loans of up to $3,765,000 to
any one person.

      While risk of loss in the Bank's loan portfolio is primarily tied to the
credit quality of its various borrowers, risk of loss may also increase due to
factors beyond the Bank's control, such as local, regional and/or national
economic downturns.  General conditions in the real estate market may also
impact the relative risk in the Bank's real estate portfolio.  Of the Bank's
target areas of lending activities, commercial loans are generally considered to
have greater risk than real estate loans or consumer installment loans.

      The Bank participates with other banks with respect to loans originated by
the Bank which exceed the Bank's lending limits.  Management of the Bank does
not believe that loan participations necessarily pose any greater risk of loss
than other loans.

      The following is a description of each of the major categories of loans in
the Bank's loan portfolio:

      COMMERCIAL, FINANCIAL AND AGRICULTURAL LOANS.  Commercial lending is
directed principally towards businesses whose demands for funds fall within the
Bank's legal lending limits and which are potential deposit customers of the
Bank.  This category of loans includes loans made to individual, partnership or
corporate borrowers, and obtained for a variety of business purposes.
Particular emphasis is placed on loans to small- and medium-sized businesses.
The primary repayment risk for commercial loans is the failure of the business
due to economic or financial factors.  Although the Bank typically looks to a
commercial borrower's cash flow as the principal source of repayment for such
loans, many commercial loans are secured by inventory, equipment, accounts
receivable, and other assets.


                                       8
<PAGE>
      CONSUMER LOANS.  The Bank's consumer loans consist primarily of
installment loans to individuals for personal, family and household purposes,
including automobile loans to individuals and pre-approved lines of credit.
This category of loans also includes lines of credit and term loans secured by
second mortgages on the residences of borrowers for a variety of purposes,
including home improvements, education and other personal expenditures.  In
evaluating these loans the Bank reviews the borrower's level and stability of
income and past credit history and the impact of these factors on the ability
of the borrower to repay the loan in a timely manner.  In addition, the Bank
maintains a proper margin between the loan amount and collateral value.

      REAL ESTATE LOANS.  The Bank's real estate loans consist of residential
first and second mortgage loans, residential construction loans and commercial
real estate loans to a limited degree.  These loans are made consistent with the
Bank's appraisal policy and real estate lending policy which detail maximum
loan-to-value ratios and maturities.  These loan-to-value ratios are sufficient
to compensate for fluctuations in the real estate market to minimize the risk of
loss to the Bank.

      The following table presents various categories of loans contained in the
Bank's loan portfolio as of the dates indicated and the total amount of all
loans for such periods:

                                            As of December 31,
                           ------------------------------------------------
   Type of Loan               2005      2004      2003      2002      2001
   ------------               ----      ----      ----      ----      ----
                                              (In thousands)
Commercial, financial
 and agricultural          $ 68,741  $ 48,498  $ 43,179  $ 34,841  $ 40,032
Real Estate - construction   10,171     7,919     9,834    11,588     6,334
Real Estate - mortgage      139,020   138,978   117,167   101,046    80,747
Installment and other
 loans to individuals         9,139    11,158    11,531     9,147     8,788
                            -------   -------   -------   -------   -------
Subtotal                    227,071   206,553   181,711   156,622   135,901
Less:  allowance
       for possible
       loan losses           (2,713)   (2,225)   (1,961)   (1,722)   (1,565)
                            -------   -------   -------   -------   -------
Total (net of allowances)  $224,358  $204,328  $179,750  $154,900  $134,336
                            =======   =======   =======   =======   =======

      The following is a presentation of an analysis of maturities of certain
loans as of December 31, 2005:

                                                 Due         Due
                                 Due 1       After 1 to     After
   Type of Loan               Year or Less     5 Years     5 Years     Total
   ------------               ------------     -------     -------     -----
                                              (In thousands)
Commercial, financial
 and agricultural               $50,653       $18,088      $ --       $68,741
Real Estate - construction       10,171          --          --        10,171
                                 ------        ------       -----      ------
     Total                      $60,824       $18,088      $ --       $78,912
                                 ======        ======       =====      ======

      For the above loans, the following is a presentation of an analysis of
sensitivities to changes in interest rates as of December 31, 2005:

                                                  Due        Due
                                   Due 1      After 1 to    After
   Interest Category            Year or Less    5 Years    5 Years     Total
   -----------------            ------------    -------    -------     -----
                                                 (In thousands)
Predetermined interest rate      $ 6,585       $ 2,033      $ --      $ 8,618
Floating interest rate            54,239        16,055        --       70,294
                                  ------        ------      -----      ------
     Total                       $60,824       $18,088      $ --      $78,912
                                  ======        ======      =====      ======


                                       9
<PAGE>
      As of December 31, 2005 and 2004, the total recorded investment in
impaired loans, all of which had allowances determined in accordance with FASB
Statements No. 114 and No. 118, amounted to approximately $3,563,148 and
$3,582,215, respectively.  The average recorded investment in impaired loans
amounted to approximately $3,673,112 and $3,111,468 for 2005 and 2004,
respectively.  The allowance related to impaired loans amounted to approximately
$258,876 and $435,817 at December 31, 2005 and 2004, respectively.  The balance
of the allowance in excess of the above specific reserves is available to absorb
the inherent losses of all other loans.  Interest income recognized on impaired
loans for 2005 and 2004 amounted to $290,764 and $213,496, respectively.  The
amount of interest recognized on impaired loans using the cash method of
accounting was not material for 2005 and 2004.  Loans on non-accrual status at
December 31, 2005 and 2004 had outstanding balances of $624,168 and $1,806,413,
respectively.  Interest recognized on non-accruing loans at December 31, 2005
and 2004 was $18,494 and $68,356, respectively.  The Bank has no commitments to
lend additional funds to borrowers whose loans have been modified.

      As of December 31, 2005, there were no loans not disclosed above that are
classified for regulatory purposes as doubtful, substandard or special mention
which (i) represent or result from trends or uncertainties which management
reasonably expects will materially impact future operating results, liquidity,
or capital resources, or (ii) represent material credits about which management
is aware of any information which causes management to have serious doubts as
to the ability of such borrowers to comply with the loan repayment terms.

      Accrual of interest is discontinued on a loan when management of the Bank
determines upon consideration of economic and business factors affecting
collection efforts that collection of interest is doubtful. The following table
provides information regarding certain loan classifications.

<TABLE>
<CAPTION>
                                              At December 31,
              -----------------------------------------------------------------------------
                   2005            2004            2003            2002            2001
              -------------   -------------   -------------   -------------   -------------
                   Aggregate       Aggregate       Aggregate       Aggregate       Aggregate
                    Princi-         Princi-         Princi-         Princi-         Princi-
                #     pal       #     pal       #     pal       #     pal       #     pal
              Loans Balance   Loans Balance   Loans Balance   Loans Balance   Loans Balance
              ----- -------   ----- -------   ----- -------   ----- -------   ----- -------
<S>            <C> <C>        <C> <C>          <C> <C>         <C> <C>         <C> <C>
Loans over
90 days
past due
but still
accruing
interest        6  $ 45,366    6  $  165,777    8  $ 70,613     2  $ 12,860     0  $ --

Loans
considered
to be
"trouble-
debt"
restruc-
tured           1  $ 93,875    1  $  186,974    1  $151,386     1  $151,196     7  $555,097

Loans
on non-
accrual
status         15  $624,168   21  $1,806,413    7  $105,752    14  $188,122    24  $595,646
</TABLE>


SUMMARY OF LOAN LOSS EXPERIENCE

      An analysis of the Bank's loss experience is furnished in the following
table for the periods indicated, as well as a breakdown of the allowance for
possible loan losses:

            ANALYSIS OF THE ALLOWANCE FOR POSSIBLE LOAN LOSSES

                                          Year Ended December 31,
                                 ------------------------------------------
                                  2005     2004     2003     2002     2001
                                  ----     ----     ----     ----     ----
                                             (Dollars in thousands)
Balance at beginning of period   $2,225   $1,961   $1,722   $1,565   $1,365
Charge-offs:
   Real estate loans                (31)     (10)    (120)     (51)     (61)
   Installments and
    other loans to individuals      (82)     (67)     (65)     (55)    (118)
   Commercial loans                  (3)    (181)      (7)     (39)     (51)
Recoveries                          109       12       11       62       16
                                  -----    -----    -----    -----    -----
Net charge-offs                      (7)    (246)    (181)     (83)    (215)
Additions charged to operations     495      510      420      240      415
                                  -----    -----    -----    -----    -----
Balance at end of period         $2,713   $2,225   $1,961   $1,722   $1,565
                                  =====    =====    =====    =====    =====

  Ratio of net charge-offs during
   the period to average loans
   outstanding during the period   .01%     .13%     .11%     .06%     .18%
                                   ====     ====     ====     ====     ====


                                       10
<PAGE>
      At December 31 of each of the last five years, the allowance was allocated
as follows:

<TABLE>
<CAPTION>
                                                                  At December 31,
                            --------------------------------------------------------------------------------------------
                                 2005               2004              2003                2002               2001
                            ----------------   ----------------   ----------------   ----------------   ----------------
                                    Percent            Percent            Percent            Percent            Percent
                                    of loans           of loans           of loans           of loans           of loans
                                    in each            in each            in each            in each            in each
                                    category           category           category           category           category
                                    to total           to total           to total           to total           to total
                            Amount   loans     Amount   loans     Amount   loans     Amount   loans     Amount   loans
                            ------  --------   ------  --------   ------  --------   ------  --------   ------  --------
                                                (Dollars in thousands)
<S>                         <C>      <C>       <C>      <C>       <C>      <C>       <C>      <C>       <C>      <C>
Commercial, Financial
 and Agricultural           $1,040    30.3%    $  680    23.5%    $  590    23.8%    $  490    22.2%    $  510    29.5%
Real Estate - Construction     170     4.5%       130     3.8%       150     5.4%       190     7.4%       103     4.7%
Real Estate - Mortgage       1,190    61.2%     1,150    67.3%       990    64.5%       870    64.5%       771    59.3%
Installment and Other
 Loans to Individuals          180     4.0%       210     5.4%       220     6.3%       150     5.9%       146     6.5%
Unallocated                    133     N/A         55     N/A         11     N/A         22     N/A         35     N/A
                             -----   -----      -----   -----      -----   -----      -----   -----      -----   -----
Total                       $2,713   100.0%    $2,225   100.0%    $1,961   100.0%    $1,722   100.0%    $1,565   100.0%
                             =====   =====      =====   =====      =====   =====      =====   =====      =====   =====
</TABLE>


LOAN LOSS RESERVE

      As of December 31, 2005, 30.3% of outstanding loans were in the category
of commercial loans, which includes commercial, industrial and agricultural
loans.  Although commercial loans are generally considered by management as
having greater risk than other categories of loans in the Bank's loan
portfolio, 93% of these commercial loans at December 31, 2005 were made on a
secured basis.  Management believes that the secured condition of the
preponderant portion of the Bank's commercial loan portfolio greatly reduces
any risk of loss inherently present in commercial loans.

      The Bank's consumer loan portfolio is also well secured.  At December
31, 2005, 91% of the Bank's consumer loans were secured by collateral
primarily consisting of automobiles, boats and other personal property.
Management believes that these loans involve less risk than commercial loans.

      Real estate mortgage loans constituted 61.2% of outstanding loans at
December 31, 2005.  The loans in this category represent residential and
commercial real estate mortgages where the amount of the original loan
generally does not exceed 85% of the appraised value of the collateral.  These
loans are considered by management to be well secured with a low risk of loss.

      A review of the loan portfolio by an independent firm is conducted
annually.  The purpose of this review is to assess the risk in the loan
portfolio and to evaluate management's determination of the adequacy of the
allowance for loan losses.  The review includes analyses of historical
performance, the level of non-conforming and rated loans, loan volume and
activity, review of loan files and consideration of economic conditions and
other pertinent information.  Upon completion, the report is approved by the
Board and management of the Bank.  In addition to the above review, the Bank's
primary regulator, the Office of the Comptroller of the Currency (the "OCC"),
also conducts an annual examination of the loan portfolio.  Upon completion,
the OCC presents its report of findings to the Board and management of the
Bank.  Information provided from the above two independent sources, together
with information provided by the management of the Bank and other information
known to members of the Board, are utilized by the Board to monitor, on a
quarterly basis, the loan portfolio.  Specifically, the Board attempts to
identify risks inherent in the loan portfolio (e.g., problem loans, potential
problem loans and loans to be charged off), assess the overall quality and
collectibility of the loan portfolio, and determine amounts of the allowance
for loan losses and the provision for loan losses to be reported based on the
results of their review.


                                       11
<PAGE>
INVESTMENTS

      As of December 31, 2005, investment securities comprised approximately
4.4% of the Bank's assets and net loans comprised approximately 81.2% of the
Bank's assets.  The Bank invests primarily in direct obligations of the United
States, obligations guaranteed as to principal and interest by the United
States, obligations of agencies of the United States and certificates of
deposit issued by commercial banks.  In addition, the Bank enters into Federal
Funds transactions with its principal correspondent banks, and acts as a net
seller of such funds.  The sale of Federal Funds amounts to a short-term loan
from the Bank to another bank.


      The following table presents, for the dates indicated, the book value of
the Bank's investments.  All securities held at December 31, 2005, 2004 and
2003 were categorized as available for sale.

                                                       December 31,
                                               ---------------------------
                                                 2005      2004      2003
                                                 ----      ----      ----
                                                     (In thousands)
     Obligations of U.S.
      Treasury and other U.S. Agencies         $10,372   $16,396    $7,691
     Corporate equity                              290       290       240
     Other securities                              295       348       400
     Federal Reserve Bank and
      Federal Home Loan Bank Stock               1,345     1,387     1,080
                                                ------    ------     -----
          Total                                $12,302   $18,421    $9,411
                                                ======    ======     =====

      The following table indicates as of December 31, 2005 the amount of
investments due in (i) one year or less, (ii) one to five years, (iii) five
to ten years, and (iv) over ten years:

                                                At December 31, 2005
                                                --------------------
                                                             Weighted
                                                              Average
                                               Amount          Yield
                                               ------         -------
                                               (Dollars in thousands)
     Obligations of U.S.
     Treasury and other U.S. Agencies:
        0 - 1 year                             $ --            --
        Over 1 through 5 years                  9,384         3.54%
        Over 5 through 10 years                   988         5.00%
     Other securities:
        0 - 1 year                                 53         8.00%
        Over 1 through 5 years                    242         8.00%
        Over 5 through 10 years                 1,345         4.18%
     Federal Reserve Bank and Federal
      Home Loan Bank Stock, no maturity          --            --
     Corporate equity, no maturity                290         1.24%
                                               ------         -----
          Total                               $12,302         3.79%
                                               ======         =====


                                       12
<PAGE>
RETURN ON EQUITY AND ASSETS

      Returns on average consolidated assets and average consolidated equity
for the periods indicated were as follows:

                                                  Year Ended December 31,
                                                --------------------------
                                                 2005      2004      2003
                                                 ----      ----      ----
     Return on average assets                    1.39%     1.20%     1.02%
     Return on average equity                   16.9 %    14.7 %    11.9 %
     Average equity to average assets ratio      8.2 %     8.1 %     8.5 %
     Dividend payout ratio                      20.7 %    25.4 %    33.2 %


ASSET/LIABILITY MANAGEMENT

      It is the objective of the Bank to manage assets and liabilities to
provide a satisfactory, consistent level of profitability within the framework
of established cash, loan, investment, borrowing and capital policies.
Certain of the officers of the Bank are responsible for monitoring policies
and procedures that are designed to ensure acceptable composition of the
asset/liability mix, stability and leverage of all sources of funds while
adhering to prudent banking practices.  It is the overall philosophy of
management to support asset growth primarily through growth of core deposits,
which include deposits of all categories made by individuals, partnerships and
corporations.  Management of the Bank seeks to invest the largest portion of
the Bank's assets in commercial, consumer and real estate loans.

      The Bank's asset/liability mix is monitored on a daily basis with a
monthly report reflecting interest-sensitive assets and interest-sensitive
liabilities being prepared and presented to the Bank's Board of Directors.
The objective of this policy is to control interest-sensitive assets and
liabilities so as to minimize the impact of substantial movements in interest
rates on the Bank's earnings.


CORRESPONDENT BANKING

      Correspondent banking involves the providing of services by one bank to
another bank which cannot provide that service for itself from an economic or
practical standpoint.  The Bank purchases correspondent services offered by
larger banks, including check collections, purchase of Federal Funds, security
safekeeping, investment services, coin and currency supplies, overline and
liquidity loan participations and sales of loans to or participations with
correspondent banks.

      The Bank sells loan participations to correspondent banks with respect
to loans which exceed the Bank's lending limit.  As compensation for services
provided by a correspondent, the Bank may maintain certain balances with such
correspondents in non-interest bearing accounts.  At December 31, 2005, the
Bank had outstanding participations totaling $ 6,432,251.


DATA PROCESSING

      The Bank performs a full range of data processing services internally,
including an automated general ledger, deposit accounting, commercial, real
estate and installment lending data processing, central information file and
ATM processing.


EMPLOYEES

      At March 28, 2006, the Bank and TNBFS employed 60 persons on a full-time
basis, including 21 officers, and 6 persons on a part-time basis.


                                       13
<PAGE>
MONETARY POLICIES

      The results of operations of the Bank are affected by credit policies of
monetary authorities, particularly the Federal Reserve Board.  The instruments
of monetary policy employed by the Federal Reserve Board include open market
operations in U.S. Government securities, changes in the discount rate on
member bank borrowings, changes in reserve requirements against member bank
deposits and limitations on interest rates which member banks may pay on time
and savings deposits.  In view of changing conditions in the national economy
and in the money markets, as well as the effect of action by monetary and
fiscal authorities, including the Federal Reserve Board, no prediction can be
made as to possible future changes in interest rates, deposit levels, loan
demand or the business and earnings of the Bank.


REGISTRAR AND TRANSFER AGENT

      SunTrust Bank, Atlanta serves as the Transfer Agent and Registrar for
the Company's common stock.


SUPERVISION AND REGULATION

      The following discussion sets forth some of the material elements of the
regulatory framework applicable to bank holding companies and their
subsidiaries and provides some specific information relative to the Company.
The regulatory framework is intended primarily for the protection of
depositors and the Bank Insurance Fund and not for the protection of security
holders and creditors.  To the extent that the following information describes
statutory and regulatory provisions, it is qualified in its entirety by
reference to the particular statutory and regulatory provisions.


THE COMPANY

      GENERAL.  As a bank holding company, the Company is regulated under the
Bank Holding Company Act of 1956 (the "BHC Act"), as well as other federal and
state laws governing the banking business.  The Federal Reserve Board is the
primary regulator of the Company, and supervises the Company's activities on a
continual basis.  The Bank is also subject to regulation and supervision by
various regulatory authorities, including the Federal Reserve Board, the
Office of the Comptroller of the Currency (the "OCC") and the Federal Deposit
Insurance Corporation (the "FDIC").

      BANK HOLDING COMPANY REGULATION.  In general, the BHC Act limits bank
holding company business to owning or controlling banks and engaging in other
banking-related activities.  Bank holding companies must obtain the Federal
Reserve Board's approval before they:

      *   acquire direct or indirect ownership or control of any voting shares
          of any bank that results in total ownership or control,  directly or
          indirectly, of more than 5% of the voting shares of such bank;
      *   merge or consolidate with another bank holding company; or
      *   acquire substantially all of the assets of any additional banks.

      Subject to certain state laws, a bank holding company that is adequately
capitalized and adequately managed may acquire the assets of both in-state and
out-of-state banks.  With certain exceptions, the BHC Act prohibits bank
holding companies from acquiring direct or indirect ownership or control of
voting shares in any company that is not a bank or a bank holding company
unless the Federal Reserve Board determines such activities are incidental or
closely related to the business of banking.

      The Change in Bank Control Act of 1978 requires a person (or group of
persons acting in concert) acquiring "control" of a bank holding company to
provide the Federal Reserve Board with 60 days' prior written notice of the
proposed acquisition.  Following receipt of this notice, the Federal Reserve
Board has 60 days (or up to 90 days if extended) within which to issue a
notice disapproving the proposed acquisition.  In addition, any "company" must
obtain the Federal Reserve Board's approval before acquiring 25% (5% if the
"company" is a bank holding company) or more of the outstanding shares or
otherwise obtaining control over the Company.


                                       14
<PAGE>
      FINANCIAL SERVICES MODERNIZATION.  The Gramm-Leach-Bliley Financial
Modernization Act of 1999 (the "Modernization Act"), enacted on November 12,
1999, amended the BHC Act and,

      *   allows bank holding companies that qualify as "financial holding
          companies" to engage in a substantially broader range of non-banking
          activities than was permissible under prior law;
      *   allows insurers and other financial services companies to acquire
          banks;
      *   allows national banks, and some state banks, either directly or
          through operating subsidiaries, to engage in certain non-banking
          financial activities;
      *   removes various restrictions that applied to bank holding company
          ownership of securities firms and mutual fund advisory companies;
          and
      *   establishes the overall regulatory structure applicable to bank
          holding companies that also engage in insurance and securities
          operations.

      If the Company, which has not obtained qualification as a "financial
holding company," were to do so in the future, the Company would be eligible
to engage in, or acquire companies engaged in, the broader range of activities
that are permitted by the Modernization Act, provided that if any of the
Company's banking subsidiaries were to cease to be "well capitalized" or "well
managed" under applicable regulatory standards, the Federal Reserve Board
could, among other things, place limitations on the Company's ability to
conduct these broader financial activities or, if the deficiencies persisted,
require the Company to divest the banking subsidiary.  In addition, if the
Company were to be qualified as a financial holding company and any of its
banking subsidiaries were to receive a rating of less than satisfactory under
the Community Reinvestment Act of 1977 (the "CRA"), the Company would be
prohibited from engaging in any additional activities other than those
permissible for bank holding companies that are not financial holding
companies.  The broader range of activities that financial holding companies
are eligible to engage in includes those that are determined to be "financial
in nature", including insurance underwriting, securities underwriting and
dealing, and making merchant banking investments in commercial and financial
companies.

      TRANSACTIONS WITH AFFILIATES.  The Company and the Bank are deemed to be
affiliates within the meaning of the Federal Reserve Act, and transactions
between affiliates are subject to certain restrictions.  Generally, the
Federal Reserve Act limits the extent to which a financial institution or its
subsidiaries may engage in "covered transactions" with an affiliate.  It also
requires all transactions with an affiliate, whether or not "covered
transactions," to be on terms substantially the same, or at least as favorable
to the institution or subsidiary, as those provided to a non-affiliate. The
term "covered transaction" includes the making of loans, purchase of assets,
issuance of a guarantee and other similar types of transactions.

      TIE-IN ARRANGEMENTS.  The Company and the Bank cannot engage in certain
tie-in arrangements in connection with any extension of credit, sale or lease
of property or furnishing of services.  For example, with certain exceptions,
neither the Company nor the Bank may condition an extension of credit on
either a requirement that the customer obtain additional services provided by
either the Company or the Bank, or an agreement by the customer to refrain
from obtaining other services from a competitor.  The Federal Reserve Board
has adopted exceptions to its anti-tying rules that allow banks greater
flexibility to package products with their affiliates.  These exceptions were
designed to enhance competition in banking and non-banking products and to
allow banks and their affiliates to provide more efficient, lower cost service
to their customers.

      SOURCE OF STRENGTH.  Under Federal Reserve Board policy, the Company is
expected to act as a source of financial strength to the Bank and to commit
resources to support the Bank.  This support may be required at times when,
absent that Federal Reserve Board policy, the Company may not find itself able
to provide it.  Capital loans by a bank holding company to any of its
subsidiary banks are subordinate in right of payment to deposits and to
certain other indebtedness of such subsidiary banks.  In the event of a bank
holding company's bankruptcy, any commitment by the bank holding company to a
federal bank regulatory agency to maintain the capital of a subsidiary bank
will be assumed by the bankruptcy trustee and entitled to a priority of
payment.


                                       15
<PAGE>
      Federal law also authorizes the OCC to order an assessment of the
Company if the capital of the Bank were to become impaired.  If the Company
failed to pay the assessment within three months, the OCC could order the sale
of the Company's stock in the Bank to cover the deficiency.

      SUBSIDIARY DIVIDENDS.  The Company is a legal entity separate and
distinct from the Bank.  A major portion of the Company's revenues results
from amounts paid as dividends to the Company by the Bank.  The OCC's prior
approval is required if the total of all dividends declared by a national bank
in any calendar year will exceed the sum of that bank's net profits for that
year and its retained net profits for the preceding two calendar years, less
any required transfers to surplus.  Federal law also prohibits national banks
from paying dividends that would be greater than the bank's undivided profits
after deducting statutory bad debt in excess of the bank's allowance for loan
losses.

      In addition, the Company and the Bank are subject to various general
regulatory policies and requirements relating to the payment of dividends,
including requirements to maintain adequate capital above regulatory minimums.
The appropriate federal regulatory authority is authorized to determine under
certain circumstances relating to the financial condition of a bank or bank
holding company that the payment of dividends would be an unsafe or unsound
practice and to prohibit payment thereof.  The appropriate federal regulatory
authorities have indicated that paying dividends that deplete a bank's capital
base to an inadequate level would be an unsound and unsafe banking practice
and that banking organizations should generally pay dividends only out of
current operating earnings.

      STATE LAW RESTRICTIONS.  As a Georgia business corporation, the Company
may be subject to certain limitations and restrictions under applicable
Georgia corporate law. In addition, although the Bank is a national bank and
therefore primarily regulated by the OCC, Georgia banking law may restrict
certain activities of the Bank.


THE BANK

      GENERAL.  The Bank, as a national banking association, is subject to
regulation and examination by the OCC.  The federal laws that apply to the
Bank regulate, among other things, the scope of its business, its investments,
its reserves against deposits, the timing of the availability of deposited
funds and the nature and amount of and collateral for loans.  The laws and
regulations governing the Bank generally have been promulgated to protect
depositors and not to protect shareholders of the Company or the Bank.

      COMMUNITY REINVESTMENT ACT.  The CRA requires that, in connection with
examinations of financial institutions within their jurisdiction, the OCC
evaluate the record of the financial institutions in meeting the credit needs
of their local communities, including low and moderate income neighborhoods,
consistent with the safe and sound operation of those banks.  These factors
are also considered in evaluating mergers, acquisitions, and applications to
open a branch or facility.

      INSIDER CREDIT TRANSACTIONS.  Banks are also subject to certain
restrictions imposed by the Federal Reserve Act on extensions of credit to
executive officers, directors, principal shareholders, or any related
interests of such persons.  Extensions of credit must be made on substantially
the same terms, including interest rates and collateral, and follow credit
underwriting procedures that are not less stringent than those prevailing at
the time for comparable transactions with persons not covered above and who
are not employees.  Also, such extensions of credit must not involve more than
the normal risk of repayment or present other unfavorable features.


                                       16
<PAGE>
      FEDERAL DEPOSIT INSURANCE CORPORATION IMPROVEMENT ACT.  Under the
Federal Deposit Insurance Corporation Improvement Act of 1991 (the "FDICIA"),
each federal banking agency has prescribed, by regulation, noncapital safety
and soundness standards for institutions under its authority. These standards
cover internal controls, information systems, and internal audit systems, loan
documentation, credit underwriting, interest rate exposure, asset growth,
compensation, fees and benefits, such other operational and managerial
standards as the agency determines to be appropriate, and standards for asset
quality, earnings and stock valuation.

      INTERSTATE BANKING AND BRANCHING.  The Riegle-Neal Interstate Banking
and Branching Efficiency Act of 1994 (the "IBBEA") permits nationwide
interstate banking and branching under certain circumstances.  This
legislation generally authorizes interstate branching and relaxes federal law
restrictions on interstate banking.  Currently, bank holding companies may
purchase banks in any state, and states may not prohibit such purchases.
Additionally, banks are permitted to merge with banks in other states as long
as the home state of neither merging bank has "opted out."  The IBBEA requires
regulators to consult with community organizations before permitting an
interstate institution to close a branch in a low-income area.  The IBBEA also
prohibits the interstate acquisition of a bank if, as a result, the bank
holding company would control more than ten percent of the total United States
insured depository deposits or more than thirty percent, or the applicable
state law limit, of deposits in the acquired bank's state.  The federal
banking agencies prohibit banks from using their interstate branches primarily
for deposit production and have accordingly implemented a loan-to-deposit
ratio screen to ensure compliance with this prohibition.

      Georgia has "opted in" to the IBBEA and allows in-state banks to merge
with out-of-state banks subject to certain requirements.  Georgia law
generally authorizes the acquisition of an in-state bank by an out-of-state
bank by merger with a Georgia financial institution that has been in existence
for at least 3 years prior to the acquisition.  With regard to interstate bank
branching, out-of-state banks that do not already operate a branch in Georgia
may not establish de novo branches in Georgia.

      DEPOSIT INSURANCE.  The deposits of the Bank are currently insured to a
maximum of $100,000 per depositor through a fund administered by the FDIC.
All insured banks are required to pay semi-annual deposit insurance premium
assessments to the FDIC.


CAPITAL ADEQUACY

      Federal bank regulatory agencies use capital adequacy guidelines in the
examination and regulation of bank holding companies and banks.  If capital
falls below minimum guideline levels, the holding company or bank may be
denied approval to acquire or establish additional banks or nonbank businesses
or to open new facilities.

      The FDIC, the OCC and the Federal Reserve Board use risk-based capital
guidelines for banks and bank holding companies.  These are designed to make
such capital requirements more sensitive to differences in risk profiles among
banks and bank holding companies, to account for off-balance sheet exposure
and to minimize disincentives for holding liquid assets.  Assets and off-
balance sheet items are assigned to broad risk categories, each with
appropriate weights.  The resulting capital ratios represent capital as a
percentage of total risk-weighted assets and off-balance sheet items.  The
guidelines are minimums, and the Federal Reserve Board has noted that bank
holding companies contemplating significant expansion programs should not
allow expansion to diminish their capital ratios and should maintain ratios
well in excess of the minimum.  The current guidelines require all bank
holding companies and federally-regulated banks to maintain a minimum risk-
based total capital ratio equal to 8%, of which at least 4% must be Tier 1
capital.  Tier 1 capital for bank holding companies includes common
shareholders' equity, certain qualifying perpetual preferred stock and
minority interests in equity accounts of consolidated subsidiaries, less
intangibles except as described above.

      The FDIC, the OCC and the Federal Reserve Board also employ a leverage
ratio, which is Tier 1 capital as a percentage of total assets less
intangibles, to be used as a supplement to risk-based guidelines. The
principal objective of the leverage ratio is to constrain the maximum degree
to which a bank holding company or bank may leverage its equity capital base.
A minimum leverage ratio of 3% is required for the most highly rated bank
holding companies and banks.  Other bank holding companies and banks and bank
holding companies seeking to expand, however, are required to maintain
leverage ratios of at least 4% to 5%.


                                       17
<PAGE>
      The FDICIA created a statutory framework of supervisory actions indexed
to the capital level of the individual institution.  Under regulations adopted
by the FDIC, the OCC and the Federal Reserve Board, an institution is assigned
to one of five capital categories depending on its total risk-based capital
ratio, Tier 1 risk-based capital ratio, and leverage ratio, together with
certain subjective factors.  Institutions which are deemed to be
"undercapitalized" depending on the category to which they are assigned are
subject to certain mandatory supervisory corrective actions.


OTHER LAWS AND REGULATIONS

      INTERNATIONAL MONEY LAUNDERING ABATEMENT AND ANTI-TERRORIST FINANCING
ACT OF 2001.  On October 26, 2001, the USA PATRIOT Act was enacted.  It
includes the International Money Laundering Abatement and Anti-Terrorist
Financing Act of 2001 (the "IMLAFA") and strong measures to prevent, detect
and prosecute terrorism and international money laundering.  As required by
the IMLAFA, the federal banking agencies, in cooperation with the U.S.
Treasury Department, established rules that generally apply to insured
depository institutions and U.S. branches and agencies of foreign banks.

      Among other things, the new rules require that financial institutions
implement reasonable procedures to (1) verify the identity of any person
opening an account; (2) maintain records of the information used to verify the
person's identity; and (3) determine whether the person appears on any list of
known or suspected terrorists or terrorist organizations.  The rules also
prohibit banks from establishing correspondent accounts with foreign shell
banks with no physical presence and encourage cooperation among financial
institutions, their regulators and law enforcement to share information
regarding individuals, entities and organizations engaged in terrorist acts or
money laundering activities.   The rules also limit a financial institution's
liability for submitting a report of suspicious activity and for voluntarily
disclosing a possible violation of law to law enforcement.

      SARBANES-OXLEY ACT OF 2002.  The Sarbanes-Oxley Act of 2002 (the "SOA")
was enacted to address corporate and accounting fraud.  It established a new
accounting oversight board that enforces auditing standards and restricts the
scope of services that accounting firms may provide to their public company
audit clients.  Among other things, it also (i) requires chief executive
officers and chief financial officers to certify to the accuracy of periodic
reports filed with the SEC; (ii) imposes new disclosure requirements regarding
internal controls, off-balance-sheet transactions, and pro forma (non-GAAP)
disclosures; (iii) accelerates the time frame for reporting of insider
transactions and periodic disclosures by certain public companies; and (iv)
requires companies to disclose whether or not they have adopted a code of
ethics for senior financial officers and whether the audit committee includes
at least one "audit committee financial expert."

      The SOA requires the SEC, based on certain enumerated factors, to
regularly and systematically review corporate filings.  To deter wrongdoing,
it (i) subjects bonuses issued to top executives to disgorgement if a
restatement of a company's financial statements was due to corporate
misconduct; (ii) prohibits an officer or director from misleading or coercing
an auditor; (iii) prohibits insider trades during pension fund "blackout
periods"; (iv) imposes new criminal penalties for fraud and other wrongful
acts; and (v) extends the period during which certain securities fraud
lawsuits can be brought against a company or its officers.

      PRIVACY.  Under the Modernization Act, federal banking regulators
adopted rules limiting the ability of banks and other financial institutions
to disclose nonpublic information about consumers to nonaffiliated third
parties.  The rules require disclosure of privacy policies to consumers and,
in some circumstances, allow consumers to prevent disclosure of certain
personal information to nonaffiliated third parties.  The privacy provisions
of the Modernization Act affect how consumer information is transmitted
through diversified financial services companies and conveyed to outside
vendors.


                                       18
<PAGE>
      FUTURE LEGISLATION.  Changes to federal and state laws and regulations
can affect the operating environment of bank holding companies and their
subsidiaries in substantial and unpredictable ways.  From time to time,
various legislative and regulatory proposals are introduced.  These proposals,
if codified, may change banking statutes and regulations and the Company's
operating environment in substantial and unpredictable ways.  If codified,
these proposals could increase or decrease the cost of doing business, limit
or expand permissible activities or affect the competitive balance among
banks, savings associations, credit unions and other financial institutions.
The Company cannot accurately predict whether those changes in laws and
regulations will occur, and, if those changes occur, the ultimate effect they
would have upon the Company's financial condition or results of operation.



ITEM 2.   DESCRIPTION OF PROPERTY
-------   -----------------------

      The Bank's main office is located at 301 North Broad Street in
Thomasville, Georgia.  The building contains approximately 10,000 square feet
of finished space.  The building contains a lobby, a vault, eight offices,
four teller stations, three drive-in windows, a boardroom conference facility
and a loan operations area.  The Bank's main office also serves as the
Company's executive offices.

      The Bank also operates a branch office at 1320 Remington Avenue in
Thomasville, Georgia.  The branch facility consists of 2,400 square feet of
space and contains of a lobby, four inside teller stations, three drive-up
windows and a drive-up ATM.

      The Bank also owns an approximately 5,000 square foot office building
located adjacent to the main office of the Bank.  The building contains the
Bank's bookkeeping area and operations, TNB Trust Services Division offices,
and TNB Financial Services, Inc. offices.

      TNBFS owns approximately 1.49 acres of undeveloped land in Tallahassee,
Florida for the potential to build an office to service TNBFS clients.

      The Company does not own or lease any real property.



ITEM 3.   LEGAL PROCEEDINGS
-------   -----------------

      There are no material pending legal proceedings to which the Company or
the Bank is a party or of which any of their properties are subject; nor are
there material proceedings known to the Company to be contemplated by any
governmental authority; nor are there material proceedings known to the
Company, pending or contemplated, in which any director, officer or affiliate
or any principal security holder of the Company, or any associate of any of
the foregoing is a party or has an interest adverse to the Company or the
Bank.



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

      No matter was submitted during the quarter ended December 31, 2005 to a
vote of security holders of the Company.


                                       19
<PAGE>
                                    PART II

ITEM 5.    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
--------   --------------------------------------------------------

MARKET INFORMATION

      The Company's common stock is quoted in the "pink sheets."  The
following table sets forth the high and low bid prices for the Company's
common stock during 2005 and 2004, as reported in the pink sheets.  These
prices reflect inter-dealer quotations without retail mark-ups, markdowns, or
commissions and may not necessarily represent actual transactions.  These
prices reflect the 2-for-1 stock split effected in July 2004.

                                         High            Low
                                         ----            ---
                 2004
                 ----
                 First quarter         $11.25          $10.75
                 Second quarter         11.38           11.00
                 Third quarter          12.75           12.00
                 Fourth quarter         13.25           12.00

                 2005
                 ----
                 First quarter         $18.00          $15.00
                 Second quarter         17.75           16.25
                 Third quarter          19.50           18.00
                 Fourth quarter         20.87           19.25


HOLDERS OF COMMON STOCK

      As of March 28, 2006, the number of holders of record of the Company's
common stock was 659.


CASH DIVIDENDS

      The Company paid a cash dividend of $0.25 per share in July 2005 and a
cash dividend of $0.46 per share in July 2004.  Future dividend policy will
depend on the Bank's earnings, capital requirements, financial condition and
other factors considered relevant by the Board of Directors of the Company.

      The Bank is restricted in its ability to pay dividends under the
national banking laws and by OCC regulations.  Pursuant to 12 U.S.C. Section
56, a national bank may not pay dividends from its capital.  All dividends
must be paid out of undivided profits, subject to other applicable provisions
of law.  Payments of dividends out of undivided profits is further limited by
12 U.S.C. Section 60(a), which prohibits a bank from declaring a dividend on
its shares of common stock until its surplus equals its stated capital, unless
there has been transferred to surplus not less than 1/10 of the Bank's net
income of the preceding two consecutive half-year periods (in the case of an
annual dividend).  Pursuant to 12 U.S.C. Section 60(b), OCC approval is
required if the total of all dividends declared by the Bank in any calendar
year exceeds the total of its net income for that year combined with its
retained net income for the preceding two years, less any required transfers
to surplus.


                                       20
<PAGE>
ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
-------   ---------------------------------------------------------

      The following discussion of the Company's financial condition and
results of operations should be read in conjunction with the Company's
consolidated financial statements and related notes included elsewhere herein.


OVERVIEW

      The Company's principal asset is its ownership of the Bank. Accordingly,
the Company's results of operations are primarily dependent upon the results
of operations of the Bank.  The Bank conducts a commercial banking business
consisting of attracting both retail and business deposits, and applying those
funds to the origination of commercial, consumer and real estate loans
(including commercial loans collateralized by real estate).  The Bank's
profitability depends primarily on net interest income, which is the
difference between interest income generated from interest-earning assets
(i.e., loans and investments) less the interest expense incurred on interest-
bearing liabilities (i.e., customer deposits and borrowed funds). Net interest
income is affected by the relative amounts of interest-earning assets and
interest-bearing liabilities, and the interest rate earned and paid on these
balances. Net interest income is dependent upon the Bank's interest-rate
spread, which is the difference between the average yield earned on its
interest-earning assets and the average rate paid on its interest-bearing
liabilities. When interest-earning assets approximate or exceed interest-
bearing liabilities, any positive interest rate spread will generate net
interest income. The interest rate spread is impacted by interest rates,
deposit flows, and loan demand. Additionally, and to a lesser extent, the
Bank's profitability is affected by such factors as the level of noninterest
income and expenses, the provision for loan losses, and its effective tax
rate. Noninterest income consists primarily of service charges and fees.
Noninterest expense consists of salaries and employee benefits, occupancy
expenses, professional fees, and other operating expenses.

      The Company's results of operations are also dependent upon the results
of operations of TNBFS.  The earnings of TNBFS are generated primarily through
fees received for asset management services.


CRITICAL ACCOUNTING POLICIES

      Critical accounting policies are defined as those that are reflective of
significant judgments and uncertainties, and could potentially result in
materially different results under different assumptions and conditions.  The
Company believes that the most critical accounting policies upon which its
financial condition depends, and which involve the most complex or subjective
decisions or assessments are as follows:

      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 to assess the adequacy of the allowance for loan losses as well as
the prevailing business environment; as it is affected by changing economic
conditions and various external factors, which may impact the portfolio in
ways currently unforeseen.  The allowance is increased by provisions for loan
losses and by recoveries of loans previously charge-off and reduced by loans
charged-off.  For a full discussion of the Company's methodology of assessing
the adequacy of the allowance for loan losses, see the "Allowance for Loan
Losses" discussion below, as well as Note 2 in the Company's consolidated
financial statements included in this Report.

      INCOME TAXES.  The Company estimates income tax expense based on the
amount it expects to owe various tax authorities.  Taxes are discussed in more
detail in Note 13 of the consolidated financial statements.  Accrued taxes
represent the net estimated amount due to or to be received from taxing
authorities.  In estimating accrued taxes, management assesses the relative
merits and risks of the appropriate tax treatment of transactions taking into
account statutory, judicial and regulatory guidance in the context of its tax
position.  Although the Company uses available information to record accrued
income taxes, underlying estimates and assumptions can change over time as a
result of unanticipated events or circumstances such as changes in tax laws
influencing the Company's overall tax position.


                                       21
<PAGE>
      VALUATION OF GOODWILL/INTANGIBLE ASSETS AND ANALYSIS FOR IMPAIRMENT. In
its endeavor to enhance shareholders' value, the Company acquired TNBFS
(formerly Joseph Parker & Co., Inc.) in July 2002.  TNBFS is a well
established money management firm with approximately $306 million under
management.  The Company utilized the purchase method to reflect the
acquisition of TNBFS.  Accordingly, the Company was required to record assets
acquired and liabilities assumed at their fair value which is an estimate
determined by the use of internal or other valuation techniques.  These
valuation estimates result in goodwill and other intangible assets.  Goodwill
is subject to ongoing periodic impairment tests and is evaluated using various
fair value techniques including multiples of price/equity and price/earnings
ratios.


RESULTS OF OPERATIONS

      For 2005, total assets increased by $36.6 million to $276.5 from $239.9
million in 2004.  Cash and cash equivalents increased by $21.0 to $27.6 from
$6.6 million; securities decreased by $6.1 million to $12.3 from $18.4 million
in 2004; loans increased by $20.0 million to $224.3 from $204.3 million in
2004; and all remaining assets increased by $1.7 million to $12.2 from $10.5
million in 2004.

      To fund the growth in assets, deposits increased by $38.7 million to
$237.9 from $199.2 million in 2004; borrowings decreased by $4.3 million to
$15.1 from $19.4 million in 2004; federal funds purchased decreased by $1.1
million to $0 from $1.1 million in 2004; other liabilities increased by $.3
million to $1.0 million from $.7 million in 2004; and the equity accounts
increased by $3.0 million to $22.5 from $19.5 million in 2004.


      NET INTEREST INCOME

      Presented below are various components of assets and liabilities,
interest income and expense as well as their yield/cost for the period
indicated.

                                 Year Ended                Year Ended
                              December 31, 2005         December 31, 2004
                              -----------------         -----------------
                                   Interest                   Interest
                           Average  Income/  Yield/   Average  Income/ Yield/
                           Balance  Expense   Cost    Balance  Expense  Cost
                           -------  -------   ----    -------  -------  ----
                                        (Dollars in thousands)
Federal funds sold         $  8,566  $   302  3.53%  $  3,929  $    62  1.58%
Securities                   13,866      547  3.94%    12,176      442  3.63%
Loans, net                  216,544   14,598  6.74%   189,927   11,313  5.96%
                            -------   ------          -------   ------
   Total earning assets    $238,976  $15,447  6.46%  $206,032  $11,817  5.74%
                            =======   ======          =======   ======

Interest bearing deposits  $187,397  $ 4,733  2.53%  $155,532  $ 2,805  1.80%
Other borrowings             18,563      804  4.33%    25,711      872  3.39%
                            -------   ------          -------   ------
   Total interest
   -bearing liabilities    $205,960  $ 5,537  2.69%  $181,243  $ 3,677  2.03%
                            =======   ======          =======   ======

Net yield on earning assets                   4.15%                     3.95%

      Net yield on interest-earning assets for 2005 and 2004 was 4.15% and
3.95%, respectively.  The Company was able to increase its net yield on
earning assets because the yield on earning assets grew faster than the growth
in the cost of funds.  This was achieved primarily due to a robust loan
demand, and management's ability to hold down increases in other borrowings.


                                       22
<PAGE>
      NON-INTEREST INCOME

      Non-interest income for 2005 and 2004 amounted to $2,860,273 and
$2,598,675, respectively.  As a percent of average assets, however non-
interest income decreased from 1.17% in 2004 to 1.12% in 2005.  The increase
in non-interest income is primarily due to fee income generated by the Bank
for trust services.  The Bank was also able to increase fees for services,
such as data processing, it provides to other financial institutions.

      The following table summarizes the major components of non-interest
income for the years ended December 31, 2005 and 2004.

                                            Year ended December 31,
                                            -----------------------
                                              2005            2004
                                              ----            ----
                                                 (In thousands)
   Fees, money management                   $ 1,012         $ 1,025
   Service fees on deposit accounts             665             644
   Trust services                               708             474
   Miscellaneous, other                         475             456
                                            -------         -------
      Total non-interest income             $ 2,860         $ 2,599
                                            =======         =======


      NON-INTEREST EXPENSE

      Non-interest expense increased from $6,002,620 in 2004 to $6,809,408 in
2005.  As a percent of total average assets, non-interest expense decreased
from 2.71% in 2004 to 2.67% in 2005.  The increase is primarily due to costs
associated with the expansion of TNBFS as well as the Bank's trust department.
However, as evidenced by the fact that non-interest expense, as a percent of
total average assets, decreased from calendar year 2004 to 2005, the Company
has achieved a higher degree of efficiency.

      The following table summarizes the major components of non-interest
expense for 2005, 2004, and 2003.

                                            2005       2004       2003
                                            ----       ----       ----
                                                  (In thousands)
     Salaries and benefits                $  3,726   $  3,252   $  3,035
     Data processing, ATM                      312        217        193
     Professional fees                         380        327        291
     Advertising and public relations          377        337        243
     Depreciation, amortization                319        395        430
     Other operating expenses                1,695      1,475      1,307
                                           -------    -------    -------
        Total non-interest expense        $  6,809   $  6,003   $  5,499
                                           =======    =======    =======


      ALLOWANCE FOR LOAN LOSSES

      During 2005, the allowance for loan losses increased from $2,224,845 to
$2,712,746.  As a percent of gross loans, the allowance for loan losses
increased from 1.08% to 1.19% during 2005.  Net charge-offs during 2005
amounted to $7,099, or .01% of average loans.  During 2004, the allowance for
loan losses increased from $1,960,822 to $2,224,845.  As a percent of gross
loans, the allowance for loan losses remained constant at 1.08% for both 2003
and 2004.  Net charge-offs during 2004 amounted to $245,977, or 0.13% of
average loans.  As of December 31, 2005, management considers the allowance
for loan losses to be adequate to absorb 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.


                                       23
<PAGE>
INTEREST RATE SENSITIVITY

      Net interest income, the Company's primary source of earnings,
fluctuates with significant interest rate movements.  To lessen the impact of
these margin swings, the balance sheet should be structured so that repricing
opportunities exist for both assets and liabilities in roughly equivalent
amounts at approximately the same time intervals.  Imbalances in these
repricing opportunities at any time constitute interest rate sensitivity.

      Interest rate sensitivity refers to the responsiveness of interest-
earning assets and interest-bearing liabilities to changes in market interest
rates.  The rate sensitive position, or gap, is the difference in the volume
of rate sensitive assets and liabilities at a given time interval.  The
general objective of gap management is to manage rate sensitive assets and
liabilities so as to reduce the impact of interest rate fluctuations on the
net interest margin.  Management generally attempts to maintain a balance
between rate sensitive assets and liabilities as the exposure period is
lengthened to minimize the Company's overall interest rate risk.

      The asset mix of the balance sheet is continually evaluated in terms
of several variables:  yield, credit quality, appropriate funding sources and
liquidity.  To effectively manage the liability mix of the balance sheet,
there should be a focus on expanding the various funding sources.  The
Company's interest rate sensitivity position at December 31, 2005 is presented
in the following table.  The difference between rate sensitive assets and rate
sensitive liabilities, or the interest rate sensitivity gap, is shown at the
bottom of the table.  Since all interest rates and yields do not adjust at the
same pace, the gap is only a general indicator of rate sensitivity.

                                   After
                                   three    After     After
                                   months    six       one
                                    but     months   year but
                          Within   within    but      within   After
                          three     six     within     five    five
                          months   months  one year    years   years   Total
                         ------   ------  --------  --------  -----    -----
                                     (Dollars in thousands)
EARNING ASSETS
Loans                   $119,018 $ 11,468  $ 21,039  $73,617 $ 1,929  $227,071
Available-for-sale
 securities                 --         53      --      9,626   2,623    12,302
Federal funds sold        17,921     --        --       --      --      17,921
                         -------  -------   -------   ------  ------   -------
Total earning assets    $136,939 $ 11,521  $ 21,039  $83,243 $ 4,552  $257,294
                         =======  =======   =======   ======  ======   =======

SUPPORTING SOURCE OF FUNDS
Interest-bearing demand
  deposits and savings  $146,187 $   --    $   --    $  --   $  --    $146,187
Certificates,
  less than $100M          6,108    4,266     5,955    5,091    --      21,420
Certificates,
  $100M and over           9,307    8,928    16,379    2,990    --      37,604
Borrowings                 1,226     --        --      3,000  10,841    15,067
                         -------  -------   -------   ------  ------   -------
Total interest-
  bearing liabilities   $162,828 $ 13,194  $ 22,334  $11,081 $10,841  $220,278
                          ======  =======   =======   ======  ======   =======

Interest rate
  sensitivity gap      $(25,889) $ (1,673) $ (1,295) $72,162 $(6,289) $ 37,016

Cumulative gap         $(25,889) $(27,562) $(28,857) $43,305 $37,016  $ 37,016

Interest rate
  sensitivity gap ratio    0.84      0.87      0.94     7.51    0.42      1.17

Cumulative interest rate
  sensitivity gap ratio    0.84      0.84      0.85     1.21    1.17      1.17

      As evidenced by the table above, on a cumulative basis, at December 31,
2005, the Company was liability sensitive up to one year, and asset sensitive
thereafter.  In a declining interest rate environment, a liability sensitive
position (a gap ratio of less than 1.0) is generally more advantageous since
liabilities are repriced sooner than assets.  Conversely, in a rising interest
rate environment, an asset sensitive position (a gap ratio over 1.0) is
generally more advantageous as earning assets are repriced sooner than the
liabilities.  With respect to the Company, an increase in interest rates would
reduce income for one year and increase income thereafter.  Conversely, a
decline in interest rates would increase income for one year and decrease
income thereafter.  This, however, assumes that all other factors affecting
income remain constant.


                                       24
<PAGE>
      As the Company continues to grow, management will continuously structure
its rate sensitivity position to best hedge against rapidly rising or falling
interest rates.  The Bank's Asset/Liability Committee meets on a monthly basis
and develops management's strategy for the upcoming period.  This strategy
includes anticipations of future interest rate movements.


LIQUIDITY

      Liquidity represents the ability to provide steady sources of funds for
loan commitments and investment activities, as well as to maintain sufficient
funds to cover deposit withdrawals and payment of debt and operating
obligations.  These funds can be obtained by converting assets to cash or by
attracting new deposits.  The Company's primary source of liquidity is its
ability to maintain and increase deposits through the Bank.  Deposits
increased by $38.7 million during 2005 and by$33.7 million during 2004.

      Below are the pertinent liquidity balances and ratios at December 31,
2005 and 2004:

                                                       December 31,
                                               ----------------------------
                                                   2005             2004
                                                 -------          -------
                                                  (Dollars in thousands)
  Cash and cash equivalents                      $27,582          $ 6,626
  Securities                                      12,302           18,421
  CDs, over $100,000
  CDs, over $100,000 to total deposits ratio       15.8%            16.5%
  Loan to deposit ratio                            94.3%           102.6%
  Brokered deposits                               21,667           18,228

      Cash and cash equivalents are the primary source of liquidity.  At
December 31, 2005, cash and cash equivalents amounted to $27.6 million,
representing 10.0% of total assets.  Securities available for sale provide
a secondary source of liquidity.  At December 31, 2005, total securities
amounted to $12.3 million, representing 4.4% of total assets.

      At December 31, 2005, large denomination certificates accounted for
15.8% of total deposits.  As a percent of total deposits, large denomination
certificates decreased from 16.5% at December 31, 2004 to 15.8% at December
31, 2005.  Large denomination CDs are generally more volatile than other
deposits.  As a result, management continually monitors the competitiveness of
the rates it pays on its large denomination CDs and periodically adjusts its
rates in accordance with market demands.  Significant withdrawals of large
denomination CDs may have a material adverse effect on the Bank's liquidity.

      Brokered deposits are deposit instruments, such as certificates of
deposit, deposit notes, bank investment contracts and certain municipal
investment contracts that are issued through brokers and dealers who then
offer and/or sell these deposit instruments to one or more investors.  As of
December 31, 2005, the Company had $21.7 million in brokered deposits, all in
large denomination CDs.

      Management knows of no trends, demands, commitments, events or
uncertainties that should result in or are reasonably likely to result in the
Company's liquidity increasing or decreasing in any material way in the
foreseeable future.


                                       25
<PAGE>
OFF-BALANCE SHEET ARRANGEMENTS

      In the normal course of business, the Bank enters into certain off-
balance sheet transactions that are connected with meeting the financing needs
of its customers.  These off-balance sheet arrangements consist of letters of
credit and commitments to extend credit.

      At December 31, 2005 and 2004, the Company had unused loan commitments
of approximately $45.4 million and $25.1 million, respectively.  Additionally,
standby letters of credit of approximately $5.7 million and $4.4 were
outstanding at December 31, 2005 and 2004, respectively.  The majority of
these commitments are collateralized by various assets.  No material losses
are anticipated as a result of these transactions.


CAPITAL ADEQUACY

      There are primary measures of capital adequacy for banks and bank
holding companies:  (i) risk-based capital guidelines and (ii) the leverage
ratio.

      Risk-based capital guidelines measure the amount of a bank's required
capital in relation to the degree of risk perceived in its assets and its off-
balance sheet items.  Under the risk-based capital guidelines, capital is
divided into two "tiers."  Tier 1 capital consists of common shareholders'
equity, non-cumulative and cumulative (bank holding companies only) perpetual
preferred stock and minority interest.  Goodwill is subtracted from the total.
Tier 2 capital consists of the allowance for loan losses, hybrid capital
instruments, term subordinated debt and intermediate term preferred stock.
Banks are required to maintain a minimum risk-based capital ratio of 8.0%,
with at least 4.0% consisting of Tier 1 capital.

      The second measure of capital adequacy relates to the leverage ratio.
The OCC has established a 3.0% minimum leverage ratio requirement.  The
leverage ratio is computed by dividing Tier 1 capital by total assets.

      The table below illustrates the Bank's and Company's regulatory capital
ratios at December 31, 2005:

                                                          Minimum
                                                         Regulatory
                                    December 31, 2005    Requirement
                                    -----------------    -----------
 Bank
 ----
 Tier 1 Capital                           11.2%              4.0%
 Tier 2 Capital                            1.2%              N/A
    Total risk-based capital ratio        12.4%              8.0%
 Leverage ratio                            8.2%              3.0%

 Company - Consolidated
 ----------------------
 Tier 1 Capital                           11.1%              4.0%
 Tier 2 Capital                            1.3%              N/A
    Total risk-based capital ratio        12.4%              8.0%
 Leverage ratio                            8.2%              3.0%

      The above ratios indicate that the capital positions of the Company and
the Bank are sound and that the Company is well positioned for future growth.


RECENT ISSUANCE OF TRUST PREFERRED SECURITIES

      On March 30, 2005, the Company, through a newly formed Delaware
statutory trust, completed the sale of $4.0 million of trust preferred
securities (the "Trust Preferred Securities").  The Trust Preferred Securities
have a maturity of 30 years and are redeemable beginning in June 2010 or upon
the occurrence of certain other conditions.  The Company used approximately
$2.7 million of the proceeds from the sale of the Trust Preferred Securities
to repay holding company indebtedness and the remaining approximately $1.3
million was contributed as capital to the Bank.  The Trust Preferred
Securities pay cumulative cash distributions accumulating from the date of
issuance at an annual rate of LIBOR plus 1.90% of the liquidation amount of
$1,000 per preferred security on March 31, June 30, September 30 and December
31 of each year. The Trust Preferred Securities will be recorded as
subordinated debt on the consolidated balance sheet, but, subject to certain
limitations, will qualify as Tier 1 capital for regulatory capital purposes.


                                       26
<PAGE>
ITEM 7.   FINANCIAL STATEMENTS
-------   --------------------

      The following financial statements are filed as Exhibit 99.1 to this
report and are incorporated herein by reference:

      Independent Auditors' Report

      Consolidated Balance Sheets as of December 31, 2005 and 2004

      Consolidated Statements of Income for the Years Ended December 31, 2005
       and 2004

      Consolidated Statements of Changes in Shareholders' Equity for the Years
       Ended December 31, 2005 and 2004

      Consolidated Statements of Cash Flows for the Years Ended December 31,
       2005 and 2004

      Notes to Consolidated Financial Statements


ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
-------   ---------------------------------------------------------------
          FINANCIAL DISCLOSURE.
          ---------------------

      There has been no occurrence requiring a response to this Item.



ITEM 8A.   CONTROLS AND PROCEDURES
--------   -----------------------

      The Company's Chief Executive Officer and Chief Financial Officer have
evaluated the Company's disclosure controls and procedures as of the end of
the fiscal year covered by this Report on Form 10-KSB and have concluded that
the Company's disclosure controls and procedures are effective.  During the
fourth quarter of 2005, there were no changes in the Company's internal
control over financial reporting that have materially affected, or that are
reasonably likely to materially affect, the Company's internal control over
financial reporting.



ITEM 8B.   OTHER INFORMATION.
--------   ------------------

      Not applicable.



                                    PART III



ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
-------   -------------------------------------------------------------
          COMPLIANCE WITH SECTION 16(A)   OF THE EXCHANGE ACT
          ---------------------------------------------------

      The information relating to directors and executive officers of the
Company contained in the Company's definitive Proxy Statement to be delivered
to shareholders in connection with the 2006 Annual Meeting of Shareholders
(the "2006 Proxy Statement") is incorporated herein by reference.


                                       27
<PAGE>
ITEM 10.   EXECUTIVE COMPENSATION
--------   ----------------------

      The information relating to executive compensation contained in the 2006
Proxy Statement is incorporated herein by reference.



ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------   --------------------------------------------------------------

      With the exception of the equity compensation plan information provided
below, the information relating to this item contained in the 2006 Proxy
Statement is incorporated herein by reference.

                                                                   Number of
                                                                   securities
                                  Number of                         remaining
                                 securities         Weighted-       available
                                    to be            average       for future
                                 issued upon         exercise       issuance
                                 exercise of         price of     under equity
                                 outstanding        outstanding   compensation
         Plan Category             options            options         plans
         -------------             -------            -------         -----
Equity compensation plans not
 approved by security holders
 (employee stock options)           36,464             $10.12         32,736

Employee compensation plans
 approved by security holders          0                  -               0

Total                               36,464             $10.12         32,736


ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------   ----------------------------------------------

      The information relating to certain relationships and related
transactions contained in the 2006 Proxy Statement is incorporated herein by
reference.


                                       28
<PAGE>
ITEM 13.   EXHIBITS
--------   --------

      The following exhibits are filed with or incorporated by reference into
this report.  The exhibits which are denominated by an asterisk (*) were
previously filed as a part of, and are hereby incorporated by reference from
(i) the Registration Statement on Form SB-2 under the Securities Act of 1933
for the Company, Registration Number 33-91536 ("SB-2"); (ii) the Registration
Statement on Form SB-2 under the Securities Act of 1933 for the Company,
Registration Number 333-58545 ("1998 SB-2"); (iii) the Company's Annual Report
on Form 10-KSB for the year ended December 31, 2000 ("2000 10-KSB"); the
Company's Annual Report on Form 10-KSB for the year ended December 31, 2003
("2003 10-KSB"), or the Company's Annual Report on Form 10-KSB for the year
ended December 31, 2004 ("2004 10-KSB").  The exhibit numbers correspond to
the exhibit numbers in the referenced document.

Exhibit No.              Description of Exhibit
 -----------              ----------------------
   *3.1      -    Articles of Incorporation of the Company (SB-2)

   *3.2      -    Bylaws of the Company (SB-2)

  *10.1      -    Employment Agreement dated January 14, 1998 between the
                  Company and Stephen H. Cheney (1998 SB-2)

  *10.2      -    Employment Agreement dated January 14, 1998 between the
                  Company and Charles H. Hodges, III (1998 SB-2)

  *10.3      -    2000 Directors' Compensation Plan (2000 10-KSB)

  *14.1      -    Code of Ethics (2003 10-KSB)

   21.1      -    Subsidiaries of the Registrant

   31.1      -    Certification 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

   99.1      -    Consolidated Financial Statements


ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES
--------   --------------------------------------

      The information relating to principal accountant fees and services
contained in the 2006 Proxy Statement is incorporated herein by reference.


                                       29
<PAGE>
                                    SIGNATURES
                                    ----------

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                      THOMASVILLE BANCSHARES, INC.

Dated:  March 31, 2006                By:/s/ Stephen H. Cheney
                                         ----------------------------------
                                         Stephen H. Cheney
                                         President and Chief Executive Officer
                                         (principal executive, financial and
                                          accounting officer)


<PAGE>
      Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:


             Signature                           Title                  Date
             ---------                           -----                  ----

/s/ Stephen H. Cheney              President, Chief Executive   March 31, 2006
---------------------------------  Officer and Director
Stephen H. Cheney

/s/ Charles H. Hodges, III         Executive Vice President     March 31, 2006
---------------------------------  and Director
Charles H. Hodges, III

/s/ Charles A. Balfour             Director                     March 31, 2006
---------------------------------
Charles A. Balfour

/s/ David A. Cone                  Director                     March 31, 2006
---------------------------------
David A. Cone

/s/ Charles E. Hancock, M.D.       Director                     March 31, 2006
---------------------------------
Charles E. Hancock, M.D.

/s/ Harold L. Jackson              Director                     March 31, 2006
---------------------------------
Harold L. Jackson

/s/ David O. Lewis                 Director                     March 31, 2006
---------------------------------
David O. Lewis

/s/ Charles W. McKinnon, Jr.       Director                     March 31, 2006
---------------------------------
Charles W. McKinnon, Jr.

/s/ Randall L. Moore               Director                     March 31, 2006
---------------------------------
Randall L. Moore

/s/ Diane W. Parker                Director                     March 31, 2006
---------------------------------
Diane W. Parker

/s/ Cochran A. Scott, Jr.          Director                     March 31, 2006
---------------------------------
Cochran A. Scott, Jr.

/s/ Richard L. Singletary, Jr.     Director                     March 31, 2006
---------------------------------
Richard L. Singletary, Jr.

/s/ J. Mark Parker                 Director                     March 31, 2006
---------------------------------
J. Mark Parker


<PAGE>
                                    EXHIBIT INDEX
                                    -------------

EXHIBIT NO.                                 DESCRIPTION
-----------                                 -----------

   21.1     -   Subsidiaries of the Registrant

   31.1     -   Certification 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

   99.1     -   Consolidated Financial Statements