EXHIBIT 99.1

                     THOMASVILLE BANCSHARES, INC.
                         THOMASVILLE, GEORGIA

                  CONSOLIDATED FINANCIAL STATEMENTS
                         FOR THE YEARS ENDED
                     DECEMBER 31, 2003 AND 2002



                          TABLE OF CONTENTS
                          -----------------

REPORT OF INDEPENDENT ACCOUNTANTS                                         1

CONSOLIDATED FINANCIAL STATEMENTS

     Consolidated Balance Sheets                                          2

     Consolidated Statements of Income                                    3

     Consolidated Statements of Changes in Shareholders' Equity           4

     Consolidated Statements of Cash Flows                                5

     Notes to Consolidated Financial Statements                           6



                         [LETTERHEAD OF FRANCIS & CO., CPAS]



                          REPORT OF INDEPENDENT ACCOUNTANTS
                          ---------------------------------



Board of Directors and Shareholders
Thomasville Bancshares, Inc.
Thomasville, Georgia

     We have audited the accompanying consolidated balance sheets of Thomasville
Bancshares, Inc., (the "Company"), and subsidiaries as of December 31, 2003 and
2002, and the related consolidated statements of income, changes in
shareholders' equity and cash flows for each of the three years in the period
ended December 31, 2003.  These consolidated financial statements are the
responsibility of the Company's management.  Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

     We conducted our audits in accordance with auditing standards generally
accepted in the United States.  Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of Thomasville Bancshares, Inc., and subsidiaries at December 31, 2003 and 2002,
and the consolidated results of their operations and their cash flows for each
of the three years in the period ended December 31, 2003, in conformity with
accounting principles generally accepted in the United States.


/S/ Francis & Co., CPAs

Atlanta, Georgia
March 6, 2004



                         THOMASVILLE BANCSHARES, INC.
                             THOMASVILLE, GEORGIA
                         Consolidated Balance Sheets


                                                  As of December 31,
                                          ----------------------------------
                                               2003                 2002
                                          -------------        -------------
ASSETS
------
Cash and due from banks                   $   6,142,076        $  11,827,153
Federal funds sold, net                         389,703            1,714,481
                                           ------------         ------------
  Total cash and cash equivalents         $   6,531,779        $  13,541,634
Securities:
 Available-for-sale at fair value             9,410,892            7,658,460
Loans, net                                  179,749,910          154,899,944
Property and equipment, net                   4,281,826            4,168,044
Goodwill                                      3,417,259            3,417,259
Other assets                                  2,098,506            1,703,006
                                           ------------         ------------
  Total Assets                            $ 205,490,172        $ 185,388,347
                                           ============         ============

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------

Liabilities:
 Deposits
  Non-interest bearing deposits           $  21,993,126        $  22,324,716
  Interest bearing deposits                 143,506,633          131,595,672
                                           ------------         ------------
       Total deposits                     $ 165,499,759        $ 153,920,388
Federal funds purchased                       2,264,000              -  -
Borrowings                                   19,893,654           15,150,845
Other liabilities                               531,253              608,374
                                           ------------         ------------
  Total Liabilities                       $ 188,188,666        $ 169,679,607
                                           ------------         ------------

Commitments and Contingencies

Shareholders' Equity:
 Common stock, 1.00 par value, 10,000,000
 shares authorized; 1,467,038 (2003) and
 1,443,558 (2002) shares issued
 and outstanding                          $   1,467,038        $   1,443,558
Paid-in-capital                               9,082,318            8,761,714
Retained earnings                             6,759,183            5,452,079
Accumulated other comprehensive income           (7,033)              51,389
                                           ------------         ------------
   Total Shareholders' Equity             $  17,301,506        $  15,708,740
                                           ------------         ------------
   Total Liabilities
    and Shareholders' Equity              $ 205,490,172        $ 185,388,347
                                           ============         ============


           Refer to notes to the consolidated financial statements.




                          THOMASVILLE BANCSHARES, INC.
                             THOMASVILLE, GEORGIA
                        CONSOLIDATED STATEMENTS OF INCOME

                                          For the Years Ended December 31,
                                      ----------------------------------------
Interest Income:                          2003          2002          2001
---------------                           ----          ----          ----
 Interest and fees on loans           $ 10,090,619  $  9,627,721  $  9,760,452
 Interest on investment securities         298,329       403,476       588,166
 Interest on federal funds sold             55,557        77,899       190,606
                                      ------------  ------------  ------------
    Total interest income             $ 10,444,505  $ 10,109,096  $ 10,539,224

Interest Expense:
----------------
 Interest on deposits and borrowings     3,573,702     4,245,679     5,208,018
                                      ------------  ------------  ------------
Net interest income                   $  6,870,803  $  5,863,417  $  5,331,206
Provision for possible loan losses         420,000       240,000       415,000
                                      ------------  ------------  ------------
Net interest income after provision
 for possible loan losses             $  6,450,803  $  5,623,417  $  4,916,206
                                      ------------  ------------  ------------
Other Income:
------------
 Fees, money management               $    918,069  $    496,420  $     -  -
 Service fees on deposit accounts          662,128       541,302       547,325
 Miscellaneous, other                      494,409       328,228       263,002
                                      ------------  ------------  ------------
     Total other income               $  2,074,606  $  1,365,950  $    810,327
                                      ------------  ------------  ------------
Other Expenses:
--------------
  Salaries and benefits               $  3,034,607  $  2,260,889  $  1,711,444
  Data processing and ATM                  193,374       201,463       157,617
  Advertising and public relations         242,983       203,889       136,623
  Depreciation and amortization            430,461       352,509       298,327
  Professional fees                        290,735       293,313       136,623
  Other operating expenses               1,307,236     1,076,689       753,452
                                      ------------  ------------  ------------
     Total other expenses             $  5,499,396  $  4,388,752  $  3,194,086
                                      ------------  ------------  ------------
Income before income tax              $  3,026,013  $  2,600,615  $  2,532,447
Income tax                               1,069,308       843,647       850,420
                                      ------------  ------------  ------------
Net income                            $  1,956,705  $  1,756,968  $  1,682,027
                                      ============  ============  ============

Basic earnings per share              $       1.36  $       1.23  $       1.21
                                      ============  ============  ============
Diluted earnings per share            $       1.35  $       1.19  $       1.16
                                      ============  ============  ============

Weighted average number of
shares outstanding:
     Basic                               1,443,830     1,433,866     1,395,000
                                      ============  ============  ============
     Diluted                             1,446,081     1,480,223     1,447,372
                                      ============  ============  ============


           Refer to notes to the consolidated financial statements.




                          THOMASVILLE BANCSHARES, INC.
                              THOMASVILLE, GEORGIA
              CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2001, 2002 AND 2003


                                                       Accumulated
                                                          Other
                 Common Stock        Paid                Compre-
              ------------------     -in-      Retained  hensive
              Shares   Par Value    Capital    Earnings  Income      Total
              ------   ---------    -------    --------  ------      -----

Balance,
 December 31,
 2000        1,395,000 $1,395,000 $8,112,061 $3,071,334 $   1,853  $12,580,248
             ---------  ---------  ---------  ---------  --------   ----------
Comprehensive income:
 Net income,
  2001          --          --         --     1,682,027     --       1,682,027
 Net unrealized
  gain,
  securities    --          --         --        --        26,241       26,241
             ---------  ---------  ---------  ---------  --------   ----------
Total
 comprehensive
 income         --          --         --     1,682,027    26,241    1,708,268

Stock options,
  restricted
  stock         --          --        88,847     --        --           88,847

Dividends
 paid            --         --         --      (488,250)    --        (488,250)
             ---------  ---------  ---------  ---------  --------   ----------
Balance,
 December 31,
 2001        1,395,000 $1,395,000 $8,200,908 $4,265,111 $  28,094  $13,889,113
             ---------  ---------  ---------  ---------  --------   ----------

Comprehensive income:
 Net income,
  2002          --          --         --     1,756,968     --       1,756,968
 Net unrealized
  gain,
  securities    --          --         --        --        23,295       23,295
             ---------  ---------  ---------  ---------  --------   ----------
Total
 comprehensive
 income         --          --         --     1,756,968    23,295    1,780,263

Stock options,
  restricted
  stock         --          --        88,204     --        --           88,204

Purchase of
 stock         (36,442)   (36,442)  (692,398)    --        --         (728,840)

Sale of
 treasury
 stock          36,442     36,442    692,398     --        --          728,840

Exercise of
 options        30,000     30,000    120,000     --        --          150,000

Issuance of
 stock          18,558     18,558    352,602     --        --          371,160

Dividends
 paid            --         --         --      (570,000)    --        (570,000)
             ---------  ---------  ---------  ---------  --------   ----------
Balance,
 December 31,
 2002        1,443,558 $1,443,558 $8,761,714 $5,452,079 $  51,389  $15,708,740
             ---------  ---------  ---------  ---------  --------   ----------

Comprehensive income:
 Net income,
  2003          --          --         --     1,956,705     --       1,956,705
 Net unrealized
  (loss),
  securities    --          --         --        --       (58,422)     (58,422)
             ---------  ---------  ---------  ---------  --------   ----------
Total
 comprehensive
 income         --          --         --     1,956,705   (58,422)   1,898,283

Issuance
 of stock       23,480     23,480    216,654     --        --          240,134

Restricted
  stock         --          --       103,950     --        --          103,950

Dividends
 paid            --         --         --      (649,601)    --        (649,601)
             ---------  ---------  ---------  ---------  --------   ----------
Balance,
 December 31,
 2003        1,467,038 $1,467,038 $9,082,318 $6,759,183 $  (7,033) $17,301,506
             =========  =========  =========  =========  ========   ==========


              Refer to notes to the consolidated financial statements.




                          THOMASVILLE BANCSHARES, INC.
                             THOMASVILLE, GEORGIA
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                          For the Years Ended December 31,
                                      ----------------------------------------
Cash flows from operating activities:     2003          2002          2001
------------------------------------      ----          ----          ----
  Net income                          $  1,956,705  $  1,756,968  $  1,682,027
  Adjustments to reconcile net
    income to net cash provided
    by operating activities:
      Provisions for loan losses           420,000       240,000       415,000
      Depreciation                         430,461       352,509       298,327
      Net (accretion), securities          (62,592)      110,383       (78,208)
      Deferred asset                       103,950        88,204        88,847
  (Increase) in receivables
   and other assets                       (395,500)     (180,223)      142,270
  Increase in payables
   and other liabilities                 2,186,879       (57,832)       32,585
                                      ------------  ------------  ------------
Net cash provided by
  operating activities                $  4,639,903  $  2,310,009  $  2,580,848
                                      ------------  ------------  ------------

Cash flows from investing activities:
------------------------------------
   Purchase of equity, JPC            $     -  -    $    (79,066) $     -  -
   Purchase of subsidiary, goodwill         -  -      (3,417,259)       -  -
   Purchase of securities, AFS          (7,028,262)   (6,131,320)  (12,394,650)
   Maturity and calls
     of securities, AFS                  5,280,000     5,600,000    17,000,000

   Decrease in other
     real estate owned                     -  -           -  -         137,844
   (Increase) in loans, net            (25,269,966)  (20,804,205)  (27,632,273)
   Purchase of premises
     and equipment                        (544,243)     (825,739)     (558,716)
                                      ------------  ------------  ------------
Net cash used in investing activities $(27,562,471) $(25,657,589) $(23,447,795)
                                      ------------  ------------  ------------

Cash flows from financing activities:
------------------------------------
   Exercise of stock options          $    165,000  $    150,000  $    -  -
   Issuance of stock                        75,134       371,160       -  -
   Increase in deposits                 11,579,371    21,207,331    6,819,262
   Increase in borrowed funds            4,742,809     9,150,845    4,000,000
   Dividends paid                         (649,601)     (570,000)    (488,250)
                                      ------------  ------------  ------------
Net cash provided
   by financing activities            $ 15,912,713  $ 30,309,336  $ 10,331,012
                                      ------------  ------------  ------------

Net increase/(decrease) in cash
   and cash equivalents               $ (7,009,855) $  6,961,756  $(10,535,935)
Cash and cash equivalents,
    beginning of period                 13,541,634     6,579,878    17,115,813
                                      ------------  ------------  ------------
Cash and cash equivalents, end period $  6,531,779  $ 13,541,634  $  6,579,878
                                      ============  ============  ============

Supplemental Information:

Income taxes paid                     $  1,038,778  $    820,617  $    843,500
                                      ============  ============  ============

Interest paid                         $  3,627,448  $  4,409,382  $  5,160,637
                                      ============  ============  ============

             Refer to notes to the consolidated financial statements




                         THOMASVILLE BANCSHARES, INC.
                             THOMASVILLE, GEORGIA
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          DECEMBER 31, 2003 AND 2002


NOTE 1 - ORGANIZATION OF THE BUSINESS

     Thomasville Bancshares, Inc., Thomasville, Georgia (the "Company") was
organized in January, 1995 to serve as a holding company for a proposed de novo
bank, Thomasville National Bank, Thomasville, Georgia (the "Bank").  The Company
commenced banking operations on October 2, 1995.  The Bank is primarily engaged
in the business of obtaining deposits and providing commercial consumer and real
estate loans to the general public.  The Bank operates out of two banking
offices, both in Thomasville, Georgia.  The Bank's deposits are each insured up
to $100,000 by the Federal Deposit Insurance Corporation (the "FDIC") subject to
certain limitations imposed by the FDIC.  In 2001, the Bank formed a subsidiary,
TNB Financial Services, Inc. (the "TNBF").  TNBF commenced operations in early
2002 by providing financial services, such as financial planning, investments,
trusts, wills and estates.  In mid 2002, the Company acquired Joseph Parker &
Co., Inc. (the "JPC"), a well established local money management firm with
approximately $200 million under management.  Following the acquisition, JPC
became a wholly-owned subsidiary of the Company.


NOTE 2 - SUMMARY OF  SIGNIFICANT ACCOUNTING POLICIES

     BASIS OF PRESENTATION AND RECLASSIFICATION.  The consolidated financial
statements include the accounts of the Company and its subsidiaries.  All
significant intercompany accounts and transactions have been eliminated in
consolidation.  Certain prior years' amounts have been reclassified to conform
to the current year presentation.  Such reclassifications had no impact on net
income or shareholders' equity.

     BASIS OF ACCOUNTING.  The accounting and reporting policies of the Company
conform to accounting principles generally accepted in the United States and
to general practices in the banking industry. In preparing the financial
statements, management is required to make estimates and assumptions that affect
the reported amounts of assets and liabilities as of the date of the financial
statements and income and expenses during the reporting periods.  Actual results
could differ significantly from those estimates.  Material estimates that are
particularly susceptible to significant change in the near term relate to the
determination of the allowance for possible loan losses and the valuation of
real estate acquired in connection with foreclosure proceedings.

     CASH AND DUE FROM BANKS.  The Company maintains deposit relationships
with other banks which deposits amounts, at times, may exceed federally insured
limits.  The Company has not experienced any material loss from such deposit
relationships.

     INVESTMENT SECURITIES.  Investment securities that the Company has the
positive intent and ability to hold to maturity are classified as held-to-
maturity and are reported at amortized cost.  Investment securities held for
current resale are classified as trading securities and are reported at fair
value, with unrealized gains and losses included in earnings.  Investment
securities not classified either as securities held-to-maturity or trading
securities are classified as available-for-sale.  Generally, in the available-
for-sale category are securities that are held to meet investment objectives
such as interest rate risk, liquidity management and asset-liability management
strategies among others.  Available-for-sale securities are reported at fair
market with unrealized holding gains and losses reported in a separate component
of accumulated other comprehensive income, net of applicable deferred income
taxes.  The classification of investment securities as held-to-maturity, trading
or available-for-sale is determined at the date of purchase.

     Realized gains and losses from sales of investment securities are
determined based upon the specific identification method.  Premiums and
discounts are recognized in interest income using the level-yield method over
the period to maturity.

     Management periodically evaluates investment securities for other than
temporary declines in value and records losses, if any, through an adjustment
to earnings.

     LOANS, INTEREST AND FEE INCOME ON LOANS.  Loans are reported at their
outstanding principal balance adjusted for charge-off, unearned discount,
unamortized loan fees and the allowance for possible loan losses.  Interest
income is recognized over the term of the loan based on the principal amount
outstanding.  Non-refundable loan fees are taken into income to the extent they
represent the direct cost of initiating a loan; the amount in excess of direct
costs is deferred and amortized over the expected life of the loan.

     Impaired loans are loans that based upon current information, it is deemed
probable that the Company will be unable to collect all amounts due according to
the contractual terms of the agreement.  Impaired loans may include accruing as
well as non-accruing loans.  Accounting standards require impaired loans to be
measured based on: (a) the present value of expected future cash flows
discounted at the loan's original effective interest rate; or (b) the loan's
observable market price; or (c) the fair value of the collateral if the loan is
collateral dependent.

     Accrual of interest on loans is discontinued either when (i) reasonable
doubt exists as to the full or timely collection of interest or principal,
(ii) a loan becomes contractually past due by 90 days or more with respect to
interest or principal, or (iii) the terms of the loan have been renegotiated
due to a serious weakening of the borrower's financial condition.  When a loan
is placed on non-accrual status, all interest previously accrued but not
collected is reversed against current period interest income, and the loan is
accounted for on the cash or cost recovery method.  Loans are returned to
accruing status only when they are brought fully current with respect to
interest and principal and when, in the judgment of management, the loans are
estimated to be fully collectible as to both principal and interest.
Restructured loans are those loans on which concessions in terms have been
granted because of the borrower's financial or legal difficulties.  Interest
is generally accrued on such loans in accordance with the renegotiated terms.

     ALLOWANCE FOR POSSIBLE LOAN LOSSES.   The allowance for possible loan
losses (the "Allowance") represents management's estimate of probable losses
inherent in the loan portfolio.  The Allowance is established through provisions
charged to operations.  Loans deemed to be uncollectible are charged against the
Allowance, and subsequent recoveries, if any, are credited to the Allowance.
The adequacy of the Allowance is based on management's evaluation of the loan
portfolio under current economic conditions, past loan loss experience, adequacy
of underlying collateral, changes in the nature and volume of the loan
portfolio, review of specific problem loans, and such other factors which, in
management's judgment, deserve recognition in estimating loan losses.  The
evaluation for the adequacy of the Allowance is inherently subjective as it
requires material estimates, including the amounts and timing of future cash
flows expected to be received on impaired loans that may be susceptible to
significant change.  Various regulatory agencies, as an integral part of their
examination process, periodically review the Company's Allowance.  Such agencies
may require the Company to recognize additions to the Allowance based on their
judgments about information available to them at the time of their examination.

     PROPERTY AND EQUIPMENT.  Building, furniture, and equipment are stated at
cost, net of accumulated depreciation.  Land is carried at cost.  Depreciation
is computed using the straight line method over the estimated useful lives of
the related assets.  Maintenance and repairs are charged to operations, while
major improvements are capitalized.  Upon retirement, sale or other disposition
of property and equipment, the cost and accumulated depreciation are eliminated
from the accounts, and gain or loss is included in operations.  The Company had
no capitalized lease obligations at December 31, 2003 and 2002.

     OTHER REAL ESTATE.  Other real estate represents property acquired by the
Company in satisfaction of a loan.  Other real estate is carried at the lower
of:  (i) cost; or (ii) fair value less estimated selling costs.  Fair value is
determined on the basis of current appraisals, comparable sales and other
estimates of value obtained principally from independent sources.  Any excess
of the loan balance at the time of foreclosure over the fair value of the real
estate held as collateral is treated as a loan loss and charged against the
allowance for loan losses.  Gain or loss on the sale of the property and any
subsequent adjustments to reflect changes in fair value of the property are
reflected in the income statement.  Recoverable costs relating to the
development and improvement of the property are capitalized whereas routine
holding costs are charged to expense.

     INCOME TAXES.  Deferred income taxes (included in other assets) are
provided for temporary differences between the tax basis of an asset or
liability and its reported amount in the financial statements at the statutory
tax rate.  The components of other comprehensive income included in the
consolidated statements of shareholders' equity have been computed based upon
a 34% effective tax rate.

     CASH AND CASH EQUIVALENTS.  For purposes of reporting cash flows, cash and
cash equivalents include cash on hand, amounts due from banks and federal funds
sold.  Generally, federal funds are purchased or sold for one day periods.  The
cash equivalents are readily convertible to known amounts of cash and present
insignificant risk of changes in value due to maturity dates of 90 days or less.

     OPERATING SEGMENTS.  The Company's business activities are currently
confined to two segments: (i) community/urban banking, including traditional
banking services (through the Bank) and other enhanced services, such as
financial planning, investments, trusts (through TNBF), and; (ii) money
management services (through JPC).

     INCOME PER SHARE.  Basic income per share is determined by dividing net
income by the weighted-average number of common shares outstanding.  Diluted
income per share is determined by dividing net income by the weighted average
number of common shares outstanding increased by the number of common shares
that would be issued assuming the exercise of stock options.  This also assumes
that only options with an exercise price below the existing market price will
be exercised.  In computing net income per share, the Company uses the treasury
stock method.

     TRUST AND MONEY MANAGEMENT ASSETS AND INCOME.  Property and funds held by
the Company and its subsidiaries in a fiduciary or other capacity for the
benefit of its customers are not included in the accompanying consolidated
financial statements since such items are not assets of the Company.  Income
earned from fees charged against trust assets, including money management
services, are recognized in the Company's consolidated income statements.

     STOCK-BASED COMPENSATION.  The Company has elected to follow Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees"
("APB No. 25"), and related interpretations, in accounting for its employee
stock options rather than the alternative fair value accounting allowed by SFAS
No. 123, "Accounting for Stock-Based Compensation."  APB No. 25 provides that
the compensation expense relative to the Company's employee stock options is
measured based on the intrinsic value of the stock option.  SFAS No. 123
requires companies that continue to follow APB No. 25 to provide a pro-forma
disclosure of the impact of applying the fair value method of SFAS No. 123.

     The following is a reconciliation of reported and pro-forma net income
and net income per share for the periods below:

                                                Year Ended December 31,
                                        ------------------------------------
                                            2003         2002         2001
                                            ----         ----         ----

   Net income, as reported              $1,956,705   $1,756,968   $1,682,027
   Stock-based compensation expense          5,899        7,597       11,669
                                         ---------    ---------    ---------
   Pro-forma (fair value) net income    $1,950,806   $1,749,371   $1,670,358
                                         =========    =========    =========
   Basic income per share:
   As reported                          $     1.36   $     1.23   $     1.21
                                         =========    =========    =========
   Pro-forma                            $     1.35   $     1.22   $     1.20
                                         =========    =========    =========

   Diluted income per share:
   As reported                          $     1.35   $     1.19   $     1.16
                                         =========    =========    =========
   Pro-forma                            $     1.35   $     1.18   $     1.15
                                         =========    =========    =========

   Pro-forma value of option            $     3.00   $    N/A     $     7.70
                                         =========    =========    =========

     The pro-forma (fair value) was estimated at the date of grant using the
Black-Scholes option pricing model ("BLSC Model").  Note, however, that no
options were granted during calendar year 2002.  BLSC Model requires the input
of highly subjective assumptions, including the expected stock price volatility,
and risk-free interest rates.  Since changes in the subjective assumptions can
materially affect the fair value estimate, in management's opinion, existing
models (such as the BLSC Model) do not necessarily provide a reliable single
measure of the fair value of the Company's options.

     Below are details concerning the input assumptions utilized in conjunction
with BLSC Model to produce the estimates for pro-forma (fair value) income for
the periods below.

                                                Year Ended December 31,
                                        ------------------------------------
                                            2003         2002         2001
                                            ----         ----         ----
     Risk-free interest rate                3.95%        3.96%        5.0%
     Dividend yield                         2.1 %        2.0 %        2.3%
     Volatility factor                     15.5 %       23.0 %       18.8%
     Weighted average life of option       10 yrs       10 yrs       10 yrs

     GOODWILL AND OTHER INTANGIBLES.  Goodwill represents the excess of the
cost of an acquisition over the fair value of the net assets acquired in
business combinations.  On January 1, 2002, the Company adopted Statement of
Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets",
("SFAS No. 142") and, on October 1, 2002, adopted Statement of Financial
Accounting Standards No. 147, "Acquisitions of Certain Financial Institutions"
("SFAS No. 147"), which applies specifically to branch purchases that qualify
as business combinations.  Under SFAS No. 142 and No. 147, goodwill is no longer
amortized but is subject to an annual impairment test.  Under SFAS No. 142, the
goodwill impairment assessment is performed at least annually.  Based upon this
assessment of the fair value of the reporting unit, the Company concluded the
recorded value of goodwill was not impaired as of December 31, 2003.

     RECENT ACCOUNTING PRONOUNCEMENTS.  In January 2003, the Financial
Accounting Standards Board ("FASB") issued Consolidation of Variable Interest
Entities, an interpretation of Accounting Research Bulletin No. 51 (the
Interpretation), FASB Interpretation No. 46 ("FIN 46").  The purpose of this
interpretation is to provide guidance on how to identify a variable interest
entity (VIE) and determine when the assets, liabilities, non-controlling
interests, and results of operations of a VIE need to be included in a company's
consolidated financial statements.  A company that holds variable interest in
an entity will need to consolidate that entity if the company's interest in the
VIE is such that the company will absorb a majority of the VIE's expected losses
and or receive a majority of the VIE's expected residual returns, if they occur.
As of December 31, 2003, management believes that the Company does not have any
VIE's which would be consolidated under the provisions of FIN 46.

     In December 2003, the FASB issued a revision of FIN 46.  The Revised
Interpretation codifies both the proposed modifications and other decisions
previously issued through certain FASB Staff Positions (FSPs) and supersedes
the original Interpretation to include: (1) deferring the effective date of
the Interpretation's provisions for certain variable interests, (2) providing
additional scope exceptions for certain other variable interests, (3) clarifying
the impact of troubled debt restructurings on the requirement to reconsider
(a) whether an entity is a VIE or (b) which party is the primary beneficiary of
a VIE, and (4) revising Appendix B of the Interpretation to provide additional
guidance on what constitutes a variable interest.  The revised Interpretation
is effective for financial statements of periods ending after March 15, 2004.

     Adoption of the revised FIN 46 will not have an adverse effect on the
Company's financial position, results of operations, or liquidity.

     SFAS NO. 149  "AMENDMENT OF STATEMENT 133 ON DERIVATIVE INSTRUMENTS AND
HEDGING ACTIVITIES."  In April 2003, the FASB issued SFAS No. 149, which amends
and clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities under SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities," resulting in more consistent reporting of contracts
as either derivatives or hybrid instruments.  SFAS No. 149 is effective for
contracts entered into or modified after June 30, 2003, and should be applied
prospectively.  Adoption of SFAS No. 149 will not have a material impact on the
Company's financial position, results of operations or liquidity.

     SFAS NO. 150 "ACCOUNTING FOR CERTAIN FINANCIAL INSTRUMENTS WITH
CHARACTERISTICS OF BOTH LIABILITIES AND EQUITY."  In May 2003, the FASB issued
SFAS No. 150, which establishes standards for how certain financial instruments
with characteristics of both liabilities and equity should be measured and
classified.  Certain financial instruments with characteristics of both
liabilities and equity will be required to be classified as a liability.  This
statement is effective for financial instruments entered into or modified after
May 31, 2003, and July 1, 2003 for all other financial instruments with the
exception of existing mandatorily redeemable financial instruments issued by
limited life subsidiaries that have been indefinitely deferred from the scope
of the statements.  The Company does not believe the adoption of SFAS 150 will
have a material impact on the Company's financial position, results of
operations or liquidity.

     STATEMENT OF POSITION 03-3 ("SOP 03-3"): "ACCOUNTING FOR CERTAIN LOANS OR
DEBT SECURITIES ACQUIRED IN A TRANSFER."  In December 2003, the American
Institute of Certified Public Accountants ("AICPA") issued SOP 03-3.  SOP 03-3
requires loans acquired through a transfer, such as a business combination,
where there are differences in expected cash flows and contractual cash flows
due in part to credit quality be recognized at their fair value.  The excess
of contractual cash flows over expected cash flows is not to be recognized as
an adjustment of yield, loss accrual, or valuation allowance.  Valuation
allowances cannot be created nor "carried over" in the initial accounting for
loans acquired in a transfer on loans subject to SFAS 114, "Accounting by
Creditors for Impairment of a Loan."  This SOP is effective for loans acquired
after December 31, 2004, with early adoption encouraged.  The Company does not
believe the adoption of SOP 03-3 will have a material impact on the Company's
financial position, results of operations or liquidity.

     In December 2003, the FASB issued a revision of SFAS No. 132, Employer's
Disclosures about Pensions and Other Postretirement Benefits.  Most of the
provisions of the revised statements are effective for fiscal years ending after
December 15, 2003.  The Statement requires more detailed disclosures about plan
assets, investment strategies, benefit obligations, cash flows, and the
assumptions used in accounting for the plans.  Adoption of the revision to SFAS
No. 132 will not have a material impact on the Company's financial position,
results of operations or liquidity.

     On December 11, 2003, the SEC Staff announced its intention to release a
Staff Accounting Bulletin in order to clarify existing accounting practices
relating to the valuation of issued loan commitments, including interest rate
lock commitments, subject to Derivative Implementation Group Issue C-13, When
a Loan Commitment is included in Scope of Statement 133.  The new guidance is
expected to require all registrants to begin accounting for these commitments
subject to SFAS No. 133 as written options that would be reported as liabilities
until they are exercised or expire.  The provisions of this guidance are
expected to be effective for loan commitments entered into after March 31, 2004.
Management intends to adopt the provisions of this guidance effective April 1,
2004 and does not anticipate that the adoption will have a materially adverse
effect on the Company's financial position, results of operations or liquidity.


NOTE 3 - FEDERAL FUNDS SOLD

     The Bank is required to maintain legal cash reserves computed by applying
prescribed percentages to its various types of deposits.  When the Bank's cash
reserves are in excess of the required amount, the Bank may lend the excess to
other banks on a daily basis.  At December 31, 2003, the Bank was a net buyer
in the federal funds market, while it was a net seller at December 31, 2002.
Below is pertinent information:

                                                       December 31,
                                               -----------------------------
                                                    2003            2002
                                                    ----            ----
     Federal funds sold                          $  389,703      $1,714,481
     Federal funds purchased                     (2,264,000)         -  -
                                                 ----------       ---------
     Federal funds sold, net                    $(1,874,297)     $1,714,481
                                                 ==========       =========


NOTE 4 - SECURITIES AVAILABLE-FOR-SALE

     The amortized costs and estimated market values of securities available-
for-sale as of December 31, 2003 follow:

                                             Gross
                                           Unrealized
                          Amortized        ----------         Estimated
Description                  Costs       Gains    Losses    Market Values
-----------               -----------    -----    ------    -------------
U.S. Treasury            $  7,701,553  $ 25,806  $(36,463)  $  7,690,896
GA Tax-Credit Fund            399,996     -  -      -  -         399,996
Corporate equity              240,000     -  -      -  -         240,000
FRB, FHLB stock             1,080,000     -  -      -  -       1,080,000
                         ------------  --------  --------   ------------
   Total securities      $  9,421,549  $ 25,806  $(36,463)  $  9,410,892
                         ============  ========  ========   ============

     All national banks are required to hold FRB stock and all members of the
Federal Home Loan Bank are required to hold FHLB stock.  Since no ready market
exists for either stock, both FRB and FHLB stocks are reported at cost.

     The amortized costs and estimated market values of securities available-
for-sale as of December 31, 2002 follow:

                                             Gross
                                           Unrealized
                          Amortized        ----------         Estimated
Description                  Costs       Gains    Losses    Market Values
-----------               -----------    -----    ------    -------------
U.S. Treasury            $  6,050,600  $ 77,860  $  -  -    $  6,128,460
GA Tax-Credit Fund            450,000     -  -      -  -         450,000
Corporate equity              240,000     -  -      -  -         240,000
FRB, FHLB stock               840,000     -  -      -  -         840,000
                         ------------  --------  --------   ------------
   Total securities      $  7,580,600  $ 77,860  $  -  -    $  7,658,460
                         ============  ========  ========   ============

     The amortized costs and estimated market values of securities available-
for-sale at December 31, 2003, by contractual maturity, are shown in the
following chart.  Expected maturities may differ from contractual maturities
because issuers may have the right to call or prepay obligations with or without
call or prepayment penalties.

                                         Amortized         Estimated
                                           Costs         Market Values
                                        -----------      -------------
      Due in one year or less           $ 2,345,721      $ 2,364,464
      Due after one through five years    3,955,832        3,919,369
      Due after five through ten years    1,799,996        1,807,059
      FRB, FHLB, corporate equity
       (no maturity)                      1,320,000        1,320,000
                                        -----------      -----------
          Total securities              $ 9,421,549      $ 9,410,892
                                        ===========      ===========

     There were no sales of securities during the calendar years 2003, 2002,
and 2001.  As of December 31, 2003 and 2002, securities with aggregate par
values of $4,657,000 and $4,125,000, respectively, were pledged to secure
public funds, repurchase agreements and for other purposes required or
permitted by law.


NOTE 5 - LOANS

     The composition of net loans by major loan category, as of December 31,
2003 and 2002, follows:

                                                        December 31,
                                              -----------------------------
                                                   2003            2002
                                                   ----            ----
	Commercial, financial, agricultural     $  43,178,890   $  34,841,078
	Real estate - construction                  9,834,263      11,587,729
	Real estate - mortgage                    117,166,686     101,045,677
	Installment                                11,530,893       9,147,557
                                              -------------   -------------
	Loans, gross                            $ 181,710,732   $ 156,622,041
	Deduct:
	 Allowance for loan losses                 (1,960,822)     (1,722,097)
                                              -------------   -------------
	    Loans, net                          $ 179,749,910   $ 154,899,944
                                              =============   =============

     The Company considers impaired loans to include all restructured loans,
loans on which the accrual of interest has been discontinued, loans that are
not performing in accordance with agreed upon terms, and all other loans that
are performing according to the loan agreement but may have substantive
indication of potential credit weakness.  At December 31, 2003 and 2002, 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 $2,922,261 and $3,650,260, respectively.  The average recorded
investment in impaired loans amounted to approximately $3,332,748 and $4,329,882
for the years ended December 31, 2003 and 2002, respectively.  The Allowance
related to impaired loans amounted to approximately $340,885 and $320,451 at
December 31, 2003 and 2002, 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 the years
ended December 31, 2003 and 2002 amounted to $184,326 and $269,985,
respectively.  The amount of interest recognized on impaired loans using the
cash method of accounting was not material for the years ended December 31, 2003
and 2002.  Loans on non-accrual status at December 31, 2003 and 2002 had
outstanding balances of $105,752 and $188,122, respectively.  Interest
recognized on non-accruing loans at December 31, 2003 and 2002 was $4,228 and
$8,112, respectively.  The company has no commitments to lend additional funds
to borrowers whose loans have been modified.


NOTE 6 - ALLOWANCE FOR POSSIBLE LOAN LOSSES

     The allowance for possible loan losses is a valuation reserve available to
absorb future loan charge-offs.  The Allowance is increased by provisions
charged to operating expenses and by recoveries of loans which were previously
written-off.  The Allowance is decreased by the aggregate loan balances, if any,
which were deemed uncollectible during the year.

     Individual consumer loans are predominantly undersecured, and the allowance
for possible losses associated with these loans has been established
accordingly.  The majority of the non-consumer loan categories are generally
secured by real-estate, receivables, inventory, machinery, equipment, or
financial instruments.  The amount of collateral obtained is based upon
management's evaluation of the borrower.

     Activity within the Allowance account for the years ended December 31,
2003, 2002 and 2001 follows:

                                           Years ended December 31,
                                   -------------------------------------
                                        2003         2002         2001
                                        ----         ----         ----
Balance, beginning of year         $ 1,722,097  $ 1,564,769  $ 1,365,057
Add:  Provision for loan losses        420,000      240,000      415,000
Add:  Recoveries of previously
      charged off amounts               10,658       61,989       15,690
                                   -----------  -----------  -----------
   Total                           $ 2,152,755  $ 1,866,758  $ 1,795,747
Deduct: Amount charged-off            (191,933)    (144,661)    (230,978)
                                   -----------  -----------  -----------
Balance, end of year               $ 1,960,822  $ 1,722,097  $ 1,564,769
                                   ===========  ===========  ===========


NOTE 7 - PROPERTY AND EQUIPMENT

     Buildings, furniture and equipment are stated at cost less accumulated
depreciation.  Components of property and equipment included in the consolidated
balance sheets at December 31, 2003 and 2002 follow:

                                                   December 31,
                                            -------------------------
                                                2003          2002
                                                ----          ----
	Land                                  $   943,862   $   943,862
	Buildings                               2,698,214     2,596,818
	Furniture, equipment                    2,389,622     1,961,866
	Construction in progress                   16,399         1,308
                                            -----------   -----------
	  Property and equipment, gross       $ 6,048,097   $ 5,503,854
	Deduct:
	 Accumulated depreciation              (1,766,271)   (1,335,810)
                                            -----------   -----------
	    Property and equipment, net       $ 4,281,826   $ 4,168,044
                                            ===========   ===========

     Depreciation expense for the years ended December 31, 2003, 2002 and 2001
amounted to $430,461, $352,509 and $298,327, respectively.  Depreciation is
charged to operations over the estimated useful lives of the assets.  The
estimated useful lives and methods of depreciation for the principal items
follow:

               Type of Asset        Life in Years  Depreciation Method
               -------------        -------------  -------------------
         Furniture and equipment       3 to 7        Straight-line
         Building                        39          Straight-line

     As of December 31, 2003, management had no plans for significant capital
expenditures in the foreseeable future.


NOTE 8 - COMMITMENTS AND CONTINGENCIES

     In the normal course of business, there are various outstanding commitments
to extend credit in the form of unused loan commitments and standby letters of
credit that are not reflected in the consolidated financial statements.  Since
commitments may expire without being exercised, these amounts do not necessarily
represent future funding requirements.  The Company uses the same credit and
collateral policies in making commitments as those it uses in making loans.

     At December 31, 2003 and 2002, the Company had unused loan commitments of
approximately $21.2 million and $17.6 million, respectively.  Additionally,
standby letters of credit of approximately $2,732,500 and $988,000 were
outstanding at December 31, 2003 and 2002, respectively.  The majority of these
commitments are collateralized by various assets.  No material losses are
anticipated as a result of these transactions.

     The Company and its subsidiaries are subject to claims and lawsuits which
arise primarily in the ordinary course of business.  It is the opinion of
management that the disposition or ultimate resolution of such claims and
lawsuits will not have a material adverse effect on the consolidated financial
position of the Company and its subsidiary.

     Please refer to Note 14 concerning stock options earned by directors and
executive officers.


NOTE 9 - BORROWINGS

     Borrowings from FHLB totaled $16,775,000 and $12,000,000 at December 31,
2003 and 2002, respectively.  Below are additional details concerning these
borrowings:

                                              First
         Outstanding Borrowings              Possible
               December 31,                  Interest
           ------------------               Adjustment   Principal  Maturity
            2003          2002     Rate    or Call Date  Amortizing   Date
            ----          ----     ----  --------------- ----------   ----
        $ 2,775,000   $    -  -    4.08%       N/A         Yes      3-19-2013
          1,000,000     1,000,000  5.26%    4-21-2004       No      4-21-2009
             -  -       1,000,000  4.41%       N/A          No      8-25-2003
          1,000,000     1,000,000  3.33%       N/A          No      9-06-2011
          2,000,000     2,000,000  4.70%    9-14-2006       No      9-14-2011
          1,000,000     1,000,000  5.13%       N/A          No      1-22-2007
          1,000,000     1,000,000  4.80%       N/A          No      1-23-2006
          1,000,000     1,000,000  4.27%       N/A          No      1-24-2005
             -  -       1,000,000  2.53%       N/A          No      1-22-2003
          1,000,000     1,000,000  4.62%       N/A          No      5-16-2005
             -  -       1,000,000  2.91%       N/A          No      5-14-2003
          1,000,000     1,000,000  3.81%       N/A          No     11-19-2007
          1,000,000        -  -    2.35%       N/A          No     11-21-2005
          1,000,000        -  -    1.74%       N/A          No     11-19-2004
          1,000,000        -  -    1.83%       N/A          No     12-04-2004
          1,000,000        -  -    2.21%       N/A          No      6-04-2005
          1,000,000        -  -    2.57%       N/A          No     12-04-2005
         ----------    ----------  -----    ---------      ---      ---------
Total   $16,775,000   $12,000,000   N/A        N/A         N/A         N/A
         ==========    ==========  =====    =========      ===      =========

     FHLB has the option to convert two of the above advances into other
adjustable instruments or demand full payment on the adjustment date indicated
above.  These particular advances have an adjustment or call date.  At December
31, 2003 and 2002, the above borrowings were secured by a blanket lien on all
residential first mortgages held by the Bank.  At December 31, 2003 and 2002,
the balance on the above mortgages amounted to approximately $56.1 million and
$47.7 million, respectively.  In addition, the above borrowings were also
secured by FHLB stock carried on the Company's balance sheets at $840,000 and
$600,000 at December 31, 2003 and 2002, respectively.  Interest expense incurred
on FHLB borrowings for the calendar years 2003 and 2002 amounted to $573,590 and
$461,788, respectively.

     On June 27, 2002, the Company executed, under a twelve-year line of credit
agreement (the "LOC"), a $4.0 million loan with an unrelated financial
institution.  For the initial two years, only quarterly interest payments are
required; thereafter, a 10% annual principal reduction, together with quarterly
interest payments are required by the lender.  The LOC carries a rate of prime
less 1%, and it is secured by the Bank's common stock.  The LOC includes several
positive and negative covenants that, in effect, protect the lender in the event
the Company experiences financial reversals.  At December 31, 2003 and 2002, the
principal balance outstanding on the above LOC was $2,728,840, and for the year
ended December 31, 2003 and 2002, the Company incurred $89,540 and $41,108,
respectively, in interest expense relating to the above LOC.

     Prior to the  Company's acquisition of JPC, JPC incurred a long-term
liability which remained on the books following the acquisition.  The liability
is unsecured and requires a quarterly payment of principal and interest of
$16,250.  At December 31, 2003 and 2002, the outstanding balance on the above
indebtedness was $389,814 and $422,000, respectively.  Interest expense incurred
with respect to the above indebtedness amounted to $32,167 and $17,033,
respectively, for the years ended December 31, 2003 and 2002.


NOTE 10 - DEPOSITS

     The following details deposit accounts at December 31, 2003 and 2002:

                                                   December 31,
                                            -------------------------
                                                2003          2002
                                                ----          ----
     Non-interest bearing deposits         $ 21,993,126  $ 22,324,716
     Interest bearing deposits:
        NOW accounts                         36,814,651    33,048,097
        Money market accounts                50,790,393    43,412,803
        Savings                               5,476,837     4,647,792
        Time, less than $100,000             31,699,597    28,790,291
        Time, $100,000 and over              18,725,155    21,696,689
                                           ------------  ------------
         Total deposits                    $165,499,759  $153,920,388
                                           ============  ============

     At December 31, 2003, the scheduled maturities of all certificates of
deposit were as follows:

                     Year Ended
                     December 31,           Amount
                     ------------        ------------
                        2004             $ 40,331,496
                        2005                5,211,360
                        2006                2,076,316
                        2007                1,465,411
                        2008                1,340,169
                                         ------------
                        Total            $ 50,424,752
                                         ============


NOTE 11 - INTEREST ON DEPOSITS AND BORROWINGS

     A summary of interest expense for the years ended December 31, 2003, 2002
and 2001 follows:

                                                       December 31,
                                          -------------------------------------
                                              2003         2002         2001
                                              ----         ----         ----
      Interest on NOW accounts            $   265,528  $   408,881  $   702,317
      Interest on money market accounts       914,406      959,642    1,274,185
      Interest on savings accounts             52,648       65,720       93,218
      Interest on CDs under $100,000          985,405    1,154,776    1,452,917
      Interest on CDs $100,000 and over       658,647    1,134,607    1,547,119
      Interest, other borrowings              697,068      522,053      138,262
                                          -----------  -----------  -----------
        Total interest on
        deposits and borrowings           $ 3,573,702  $ 4,245,679  $ 5,208,018
                                          ===========  ===========  ===========


NOTE 12 - OTHER OPERATING EXPENSES

     A summary of other operating expenses for the years ended December 31,
2003, 2002 and 2001 follows:

                                                       December 31,
                                          -------------------------------------
                                              2003         2002         2001
                                              ----         ----         ----
      Postage and delivery                $    96,084  $    81,301  $    69,103
      Supplies and printing                   134,997      127,806       77,665
      Regulatory assessments                   87,851       81,317       70,681
      Taxes & insurance                       152,579      121,551      108,882
      Utilities & telephone                   121,595       91,222       81,675
      Repairs & maintenance                   125,771      138,181       86,521
      Service contracts                       134,482      128,471       83,992
      Directors' fees                         105,550       88,204       88,847
      Other expenses                          348,327      218,636       86,086
                                          -----------  -----------  -----------
        Total other operating expenses    $ 1,307,236  $ 1,076,689  $   753,452
                                          ===========  ===========  ===========


NOTE 13 - INCOME TAXES

     As of December 31, 2003, 2002 and 2001, the Company's provision for income
taxes consisted of the following:

                                                       December 31,
                                          -------------------------------------
                                              2003         2002         2001
                                              ----         ----         ----
      Current                             $   988,141  $   790,155  $   805,778
      Deferred                                 81,167       53,492       44,642
                                          -----------  -----------  -----------
      Income tax expense                  $ 1,069,308  $   843,647  $   850,420
                                          ===========  ===========  ===========

     The provisions for income taxes applicable to income before taxes for the
years ended December 31, 2003, 2002, and 2001 differ from amounts computed by
applying the statutory federal income tax rates to income before taxes.  The
effective tax rate and the statutory federal income tax rate are reconciled as
follows:

                                                       December 31,
                                          -------------------------------------
                                              2003         2002         2001
                                              ----         ----         ----
      Federal statutory income tax rate       34.0%        34.0%        34.0%
      State income tax,
        net of Federal benefit                 4.5%         4.0%         4.0%
      Tax-exempt interest, net                (2.5%)       (3.1%)       (3.8%)
      Change in valuation allowance             --          1.7%         2.0%
      Low-income tax credit                   (3.5%)       (4.4%)       (1.6%)
      Other                                    2.8%         0.2%        (1.0%)
                                              -----        -----        -----
         Effective tax rate                   35.3%        32.4%        33.6%
                                              =====        =====        =====

     The tax effects of the temporary differences that comprise the net deferred
tax assets at December 31, 2003, 2002 and 2001 are presented below:

                                                       December 31,
                                          -------------------------------------
                                              2003         2002         2001
                                              ----         ----         ----
    Deferred tax assets:
      Allowance for loan losses           $   666,680  $   585,513  $   532,021
      Unrealized (loss), securities             3,624      (26,472)     (14,473)
      Valuation reserve                      (539,119)    (539,119)    (485,627)
                                          -----------  -----------  -----------
        Net deferred tax asset            $   131,185  $    19,922  $    31,921
                                          ===========  ===========  ===========

     There was a net change in the valuation allowance during calendar years
2002 and 2001.  In assessing the realizability of deferred tax assets,
management considers whether it is more likely than not that some portion or
all of the deferred tax assets will not be realized.  The ultimate realization
of deferred tax assets is dependent upon the generation of future taxable income
during  the periods in which those temporary differences become deductible.
Management considers the scheduled reversal of deferred tax liabilities,
projected future taxable income and tax planning strategies in making this
assessment.  Based upon the level of historical taxable income and projection
for future taxable income over the periods which the temporary differences
resulting in the deferred tax assets are deductible, management believes it is
more likely than not that the Company will realize the benefits of those
deductible differences, net of the existing valuation allowance at December 31,
2003.


NOTE 14 - RELATED PARTY TRANSACTIONS

     STOCK OPTIONS.  During the calendar years 2003, 2002 and 2001, the Company
granted 5,000, 0, and 3,400 stock options, respectively, to its employees.  Upon
surrender with a cash consideration ranging from $15.00 to $20.00, each option
will convert into one share of the Company's common stock.  These options are
vested equally over three years and have an expiration date of ten years from
the date of grant.  As of December 31, 2003, 2002 and 2001, there were 9,600,
24,600 and 54,600 stock options outstanding, respectively.  Pertinent
information concerning the options follows:

                                                        December 31,
                                           ------------------------------------
                                               2003         2002         2001
                                               ----         ----         ----
  Options granted                               5,000       -  -          6,200
  Options forfeited                            -  -         -  -         -  -
  Options exercised                           (20,000)     (30,000)      -  -
  Options, beginning of year                   24,600       54,600       48,400
                                              -------      -------      -------
  Options, end of year                          9,600       24,600       54,600
                                              =======      =======      =======

  Range of exercise price of options granted  $18.00          N/A     $15 to $20
  Average exercise price of options granted   $18.00          N/A        $17.26
  Average exercise price
   of options outstanding                     $16.46         $9.47        $7.01

     BENEFIT PLANS.  The Company has a profit sharing plan as well as a savings
plan administered under the provisions of the Internal Revenue Code Section
401(K).  During the calendar years 2003, 2002 and 2001, the Company contributed
$226,506, $161,468 and $122,246, respectively, to the above plans.

     COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS.  In March 1996, the Board
of Directors of the Company approved a deferred compensation plan (the "Plan")
for the Company's and Bank's directors which grants to each member restricted
shares of the Company's common stock as follows:  (a) ten shares for each Bank
or Company committee meeting attended (later increased to 20 shares), and (b)
twenty shares for each Bank or Company Board of Directors meeting attended
(later increased to 30 shares).  Shares of restricted stock granted pursuant to
the Plan shall not vest until the earlier to occur of: (a) the retirement of a
director from the Company's Board of Directors; or (b) a change in control of
the Company.  Since year-end 1998, the Board of Directors has granted restricted
shares to the Company's executive officers on an annual basis.  These shares
vest only upon the officers' retirement or upon a change in control.
Respectively, as of December 31, 2003 and 2002, there were 35,152 and 28,222
shares of restricted stock outstanding for the benefit of directors and
executive officers.  The income statements contain charges of $103,950, $88,204
and $88,847 reflecting the restricted stock grants for  calendar years 2003,
2002, and 2001.

     BORROWINGS AND DEPOSITS BY DIRECTORS AND EXECUTIVE OFFICERS.  Certain
directors, principal officers and companies with which they are affiliated are
customers of and have banking transactions with the Bank in the ordinary course
of business.  As of December 31, 2003 and 2002, loans outstanding to directors,
their related interests and executive officers aggregated $11,595,556 and
$10,272,046, respectively.  These loans were made on substantially the same
terms, including interest rates and collateral, as those prevailing at the same
time for comparable transactions with unrelated parties.  In the opinion of
management, loans to related parties did not involve more than normal credit
risk or present other unfavorable features.

     A summary of the related party loan transactions during the calendar years
2003 and 2002 follows:

                                           Insider Loan Transactions
                                           -------------------------
                                              2003           2002
                                              ----           ----
       Balance, beginning of year         $10,272,046    $10,155,584
       New loans                            4,374,505      2,132,235
       Less:  Principal reductions         (3,050,995)    (2,015,773)
                                           ----------     ----------
       Balance, end of year               $11,595,556    $10,272,046
                                           ==========     ==========

     Deposits by directors and their related interests, as of December 31,
2003 and 2002 approximated $8,020,981 and $8,061,558, respectively.


NOTE 15 - CONCENTRATIONS OF CREDIT

     The Company originates primarily commercial, residential, and consumer
loans to customers in Thomas County, Georgia, and surrounding counties.  The
ability of the majority of the Company's customers to honor their contractual
loan obligations is dependent on economic conditions prevailing at the time in
Thomas County and the surrounding counties.

     Approximately seventy percent of the Company's loan portfolio is
concentrated in loans secured by real estate, of which a substantial portion is
secured by real estate in the Company's primary market area.  Accordingly, the
ultimate collectibility of the loan portfolio is susceptible to changes in
market conditions in the Company's primary market area.  The other significant
concentrations of credit by type of loan are set forth under Note 5.

     The Company, as a matter of policy, does not generally extend credit to
any single borrower or group of related borrowers in excess of 15% of the Bank's
statutory capital, or approximately $2,690,000.


NOTE 16 - REGULATORY MATTERS

     The Company is governed by various regulatory agencies.  Bank holding
companies and their nonbanking subsidiaries are regulated by the FRB.  National
banks are primarily regulated by the OCC.  All federally-insured banks are also
regulated by the FDIC.  The Company's banking subsidiary includes a national
bank, which is insured by the FDIC.

     Various requirements and restrictions under federal and state laws regulate
the operations of the Company.  These laws, among other things, require the
maintenance of reserves against deposits, impose certain restrictions on the
nature and terms of the loans, restrict investments and other activities, and
regulate mergers and the establishment of branches and related operations.  The
ability of the parent company to pay cash dividends to its shareholders and
service debt may be dependent upon cash dividends from its subsidiary bank.  The
subsidiary bank is subject to limitations under federal law in the amount of
dividends it may declare.  At December 31, 2003, approximately $830,000 of the
Bank's retained earnings was available for dividend declaration without prior
regulatory approval.

     The banking industry is also affected by the monetary and fiscal policies
of regulatory authorities, including the FRB.  Through open market securities
transactions, variations in the discount rate, the establishment of reserve
requirements and the regulation of certain interest rates payable by member
banks, the FRB exerts considerable influence over the cost and availability of
funds obtained for lending and investing.  Changes in interest rates, deposit
levels and loan demand are influenced by the changing conditions in the national
economy and in the money markets, as well as the effect of actions by monetary
and fiscal authorities.  Pursuant to the FRB's reserve requirements, the Bank
was required to maintain certain cash reserve balances with the Federal Reserve
System of approximately $1.0 million and $2.1 million at December 31, 2003 and
2002, respectively.

     The Company and the Bank are subject to various regulatory capital
requirements administered by federal banking agencies.  Failure to meet minimum
capital requirements can initiate certain mandatory and possible additional
discretionary actions by regulators that, if undertaken, could have a direct
material effect on the Company's financial statements.  Under capital adequacy
guidelines and the regulatory framework for prompt corrective action, the
Company and the Bank must meet specific capital guidelines that involve
quantitative measures of the company's assets, liabilities, and certain off-
balance-sheet items as calculated under regulatory accounting practices.  The
capital amounts and classification are also subject to qualitative judgments by
the regulators about components, risk weighting and other factors.

     Qualitative measures established by regulation to ensure capital adequacy
require the Company and the Bank to maintain minimum amounts and ratios (set
forth in the table below) of total and Tier 1 capital (as defined in the
regulations) to risk-weighted assets (as defined), and of Tier 1 capital to
average assets (as defined).  Management believes that the Company and the Bank,
as of December 31, 2003, meet all capital adequacy requirements to which they
are subject.

     As of  December 31, 2003, the Bank was considered to be Well Capitalized.
There are no conditions or events since December 31, 2003 that management
believes have changed the Bank's Well Capitalized category.  To be categorized
as Adequately Capitalized or Well Capitalized, the Bank must maintain the
following capital ratios:

                                              Adequately        Well
                                              Capitalized   Capitalized
                                              -----------   -----------
	Total risk-based capital ratio             8.0%           10.0%
	Tier 1 risk-based capital ratio            4.0%            6.0%
	Tier 1 leverage ratio                      4.0%            5.0%

     The Company's and the Bank's actual capital amounts and ratios are
presented in the following table:

                                              Minimum Regulatory Capital
                                                 Guidelines for Banks
                                             ----------------------------
                                              Adequately        Well
(Dollars in thousands)            Actual      Capitalized    Capitalized
                              -------------  -------------  -------------
                              Amount  Ratio  Amount  Ratio  Amount  Ratio
                              ------  -----  ------  -----  ------  -----
AS OF DECEMBER 31, 2003:

Total capital-risk-based
(to risk-weighted assets):
   Bank                      $17,962  11.2% $12,853 >= 8%  $16,066 >= 10%
   Consolidated               19,268  11.7%  13,165 >= 8%     N/A  >= N/A

Tier 1 capital-risk-based
(to risk-weighted assets):
   Bank                      $16,002   9.9%  $6,426 >= 4%  $ 9,640 >= 6%
   Consolidated               17,338  10.5%   6,583 >= 4%     N/A  >= N/A

Tier 1 capital-leverage
(to average assets):
   Bank                      $16,002   8.1%  $7,926 >= 4%  $ 9,907 >= 5%
   Consolidated               17,338   8.6%   8,050 >= 4%     N/A  >= N/A

AS OF DECEMBER 31, 2002:

Total capital-risk-based
(to risk-weighted assets):
   Bank                      $15,990  11.2% $11,358 >= 8%  $14,198 >= 10%
   Consolidated               17,379  11.9%  11,691 >= 8%     N/A  >= N/A

Tier 1 capital-risk-based
(to risk-weighted assets):
   Bank                      $14,268  10.0%  $5,679 >= 4%  $ 8,519 >= 6%
   Consolidated               15,657  10.7%   5,845 >= 4%     N/A  >= N/A

Tier 1 capital-leverage
(to average assets):
   Bank                      $14,268   8.0%  $7,147 >= 4%  $ 8,934 >= 5%
   Consolidated               15,657   8.6%   7,314 >= 4%     N/A  >= N/A


NOTE 17 - FAIR VALUE OF FINANCIAL INSTRUMENTS

     The fair value of a financial instrument is the current amount that would
be exchanged between willing parties, other than in a forced liquidation.  Fair
value is best determined based upon quoted market prices.  However, in many
instances, there are no quoted market prices for the Company's various financial
instruments.  In cases where quoted market prices are not available, fair values
are based on estimates using present value or other valuation techniques.  Those
techniques are significantly affected by the assumptions used, including the
discount rate and estimates of future cash flows.  Accordingly, the fair value
estimates may not be realized in an immediate settlement of the instrument.
SFAS No. 107, "Disclosure about Fair Values of Financial Instruments", excludes
certain financial instruments and all nonfinancial instruments from its
disclosure requirements.  Accordingly, the aggregate fair value amounts
presented may not necessarily represent the underlying fair value of the
Company.

     The following methods and assumptions were used by the Company in
estimating fair values of financial instruments as disclosed herein:

     CASH AND DUE FROM BANKS AND FEDERAL FUNDS SOLD.  The carrying amounts of
cash and due from banks and federal funds sold approximate their fair value.

     AVAILABLE-FOR-SALE SECURITIES.  Fair values for securities are based on
quoted market prices.  Fair value for FRB stock and FHLB stock approximate
their carrying values based on their redemption provisions.

     LOANS.  The fair values of the Company's loans and lease financing have
been estimated using two methods:  (1) the carrying amounts of short-term and
variable rate loans approximate fair values excluding certain credit card loans
which are tied to an index floor; and (2) for all other loans, the discounting
of projected future cash flows.  When using the discounting method, loans are
pooled in homogeneous groups with similar terms and conditions and discounted at
a target rate at which similar loans would be made to borrowers at year end.  In
addition, when computing the estimated fair values for all loans, the allowance
for loan losses is subtracted from the calculated fair values for consideration
of credit issues.

     ACCRUED INTEREST RECEIVABLE.  The carrying amount of accrued interest
receivable approximates the fair value.

     DEPOSITS.  The carrying amounts of demand deposits and savings deposits
approximate their fair values.  The methodologies used to estimate the fair
values of all other deposits are similar to the two methods used to estimate
the fair values of loans.  Deposits are pooled in homogeneous groups and the
future cash flows of these groups are discounted using current market rates
offered for similar products at year end.

     BORROWINGS.  The fair value of borrowings are estimated by discounting
future cash flows using current market rates for similar types of borrowing
arrangements.

     ACCRUED INTEREST PAYABLE.  The carrying amount of accrued interest payable
approximates the fair value.

     OFF-BALANCE SHEET INSTRUMENTS.  Fair values of the Company's off-balance
sheet financial instruments are based on fees charged to enter into similar
agreements.  However, commitments to extend credit and standby letters of credit
do not represent a significant value to the Company until such commitments are
funded.  The Company has determined that these instruments do not have a
distinguishable fair value and no fair value has been assigned.

     The following table presents the carrying amounts and fair values of the
specified assets and liabilities held by the Company at December 31, 2003 and
2002.  The information presented is based on pertinent information available to
management as of December 31, 2003 and 2002.  Although management is not aware
of any factors that would significantly affect the estimated fair value amounts,
such amounts have not been comprehensively revalued since that time, and the
current estimated fair value of these financial instruments may have changed
since that point in time.

                                December 31,2003         December 31, 2002
                             -----------------------  -----------------------
                               Carrying   Estimated     Carrying    Estimated
                                Amount    Fair Value     Amount     Fair Value
                               --------   ----------    --------    ----------
Financial assets:
 Cash and due from banks   $  6,142,076 $  6,142,076  $ 11,827,153 $ 11,827,153
 Federal funds sold             389,703      389,703     1,714,481    1,714,153
 Securities
   available-for-sale         9,410,892    9,410,892     7,658,460    7,658,460
 Loans, net                 179,749,910  180,630,064   154,899,944  155,779,122
 Accrued interest
   receivable                 1,148,417    1,148,417       952,329      952,329

Financial liabilities:
 Deposits                  $165,499,759 $166,213,912  $153,920,388 $154,718,961
 FHLB borrowings             19,513,686   19,563,099    15,150,845   15,218,813
 Accrued interest payable       253,191      253,191       306,937      306,937


NOTE 18 - SEGMENT REPORTING

     Since the acquisition of JPC on July 1, 2002, the Company has operated in
two distinct lines of banking and financial services; (i) banking, including
enhanced product lines such as financial planning, investments, trusts, and (ii)
money management services.  At December 31, 2003, the banking segment is the
principal operating segment of the Company.  The money management operating
subsidiary, while a distinct segment, it does not meet segment reporting
criteria.  Accordingly, separate reporting of financial segment information is
not considered necessary.  However, segment data for calendar year 2003 has been
reflected below based on the current structure of the Company.

     The Company's reportable segments are strategic units that offer different
services to different clients.  They are managed separately because each segment
appeals to different markets and, accordingly, requires different strategies.

     The Company's primary source of revenue is from net interest income.
Therefore, the segments below are reported using net interest income.  The
Company also evaluates performance based on non-interest income and non-interest
expense, which are also presented as measures of segment profit and loss.  Note
that "All Other" column below includes JPC and the Parent Company.

                                         Year Ended December 31, 2003
                                 ------------------------------------------
                                      Bank        All Other        Total
                                      ----        ---------        -----
   Net interest income
    after loan provisions        $  6,570,110   $   (119,307)  $  6,450,803
   Non-interest income              1,156,537        918,069      2,074,606
   Non-interest expense (1)         4,644,081        855,315      5,499,396
                                  -----------    -----------    -----------
      Income/(loss) before tax   $  3,082,566   $    (56,553)  $  3,026,013
   Income tax                       1,000,000         69,308      1,069,308
                                  -----------    -----------    -----------
      Net income/(loss)          $  2,082,566   $   (125,861)  $  1,956,705
                                  ===========    ===========    ===========

   Total Assets (2)              $201,356,868   $  4,133,304   $205,490,172
                                  ===========    ===========    ===========

--------------------------------
1   Depreciation expense included in non-interest expense is $388,350 for Bank
    and $42,111 for All Other.  There is no amortization expense.
2   Total assets presented in All Other column includes goodwill in the amount
    of $3,417,259; there is no goodwill in the Bank's column.


NOTE 19 - DIVIDENDS

     The primary source of funds available to the Company to pay shareholder
dividends and other expenses is from the Bank.  Bank regulatory authorities
impose restrictions on the amounts of dividends that may be declared by the
Bank.  Further restrictions could result from a review by regulatory authorities
of the Bank's capital adequacy.  During calendar years 2003, 2002 and 2001,
dividends paid to shareholders amounted to $649,601, $570,000 and $488,250,
respectively.


NOTE 20 - PARENT COMPANY FINANCIAL INFORMATION

     This information should be read in conjunction with the other notes to the
consolidated financial statements.

                        Parent Company Balance Sheets
                        -----------------------------

                                                          December 31,
                                                ---------------------------
Assets:                                              2003           2002
------                                               ----           ----
Cash                                            $    171,736   $    298,575
Investment in Bank                                15,995,427     14,370,881
Investment in JPC                                    221,521        115,632
Goodwill, JPC                                      3,417,259      3,417 259
Other investments                                    240,000        240,000
Other assets                                         128,933        210,936
                                                ------------   ------------
   Total Assets                                 $ 20,174,876   $ 18,653,283
                                                ============   ============

Liabilities and Shareholders' Equity:
------------------------------------

Accounts payable                                $    144,530   $    215,703
Note payable                                       2,728,840      2,728,840
                                                ------------   ------------
   Total Liabilities                            $  2,873,370   $  2,944,543
                                                ------------   ------------

Common stock                                    $  1,467,038   $  1,443,558
Paid-in-capital                                    9,082,318      8,761,714
Retained earnings                                  6,759,183      5,452,079
Accumulated other comprehensive income                (7,033)        51,389
                                                ------------   ------------
   Total Shareholders' equity                   $ 17,301,506   $ 15,708,740
                                                ------------   ------------
   Total Liabilities and Shareholders' equity   $ 20,174,876   $ 18,653,283
                                                ============   ============


                    Parent Company Statements of Income
                    -----------------------------------

                                          For the Years Ended December 31,
                                      ----------------------------------------
Revenues:                                 2003          2002           2001
--------                                  ----          ----           ----
Interest income                       $     4,824   $    14,541   $    21,537
Dividend income                           652,001       570,000       488,250
                                      -----------   -----------   -----------
   Total revenues                     $   656,825   $   584,541   $   509,787
                                      -----------   -----------   -----------

Expenses:
--------
Interest                              $    89,540   $    41,102   $    -  -
Operating expenses                        149,434       135,618        71,193
                                      -----------   -----------   -----------
   Total expenses                     $   238,974   $   176,720   $    71,193
                                      -----------   -----------   -----------

Income before equity in undistributed
  earnings of Bank and JPC            $   417,851   $   407,821   $   438,594
Income tax benefit                         -  -          -  -          12,580
Equity in undistributed earnings
  of Bank and JPC                       1,538,854     1,349,147     1,230,853
                                      -----------    ----------   -----------

Net income                            $ 1,956,705   $ 1,756,968   $ 1,682,027
                                      ===========   ===========   ===========


                  Parent Company Statements of Cash Flows
                  ---------------------------------------

                                          For the Years Ended December 31,
                                      ----------------------------------------
Cash flows from operating activities:      2003          2002        2001
------------------------------------       ----          ----         ----
Net income                            $  1,956,705  $  1,756,968  $  1,682,027
Adjustments to reconcile net income
 to net cash provided by operating
 activities:
   Equity in undistributed
   (earnings) of subsidiaries           (1,538,854)   (1,349,147)   (1,230,853)
  Deferred asset                           103,950        88,204        88,847
  Decrease in other asset                   82,000        42,758       (50,896)
  (Decrease) in payables                   (71,173)       72,504         6,349
                                      ------------  ------------  ------------
Net cash provided
 by operating activities              $    532,628  $    611,287  $    495,474
                                      ------------  ------------  ------------

Cash flows from investing activities:
------------------------------------
 Purchase of subsidiary, goodwill     $     -  -    $ (3,417,259) $     -  -
 Investment in Bank                       (250,000)       -  -          -  -
 Purchase of equity, JPC                    -  -         (79,066)       -  -
                                      ------------  ------------  ------------
Net cash used by financing activities $   (250,000) $ (3,496,325) $     -  -
                                      ------------  ------------  ------------

Cash flows from financing activities:
------------------------------------
 Issuance of stock                    $     75,134  $    371,160  $     -  -
 Increase in borrowings                     -  -       2,728,840        -  -
 Exercise of options                       165,000       150,000        -  -
 Cash dividends paid                      (649,601)     (570,000)     (488,250)
                                      ------------  ------------  ------------
Net cash used
 by financing activities              $   (409,467) $  2,680,000  $   (488,250)
                                      ------------  ------------  ------------

Net decrease in cash
 and cash equivalents                 $   (126,839) $   (205,038) $      7,224
Cash and cash equivalents,
 beginning of the year                     298,575       503,613       496,389
                                      ------------  ------------  ------------
Cash and cash equivalents,
 end of year                          $    171,736  $    298,575  $    503,613
                                      ============  ============  ============