EXHIBIT 99.1


                       THOMASVILLE BANCSHARES, INC.
                           THOMASVILLE, GEORGIA

                     CONSOLIDATED FINANCIAL STATEMENTS
                            FOR THE YEARS ENDED
                           DECEMBER 31, 2004 AND 2003


<PAGE>
                              TABLE OF CONTENTS


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM . . . . . . . . . 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


<PAGE>
                       [LETTERHEAD OF FRANCIS & CO., CPAS]

             Report of Independent Registered Public Accounting Firm
             -------------------------------------------------------


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, 2004 and 2003, 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, 2004.  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 standards of the Public
Company Accounting Oversight Board (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, 2004 and 2003,
and the consolidated results of their operations and their cash flows for each
of the two years in the period ended December 31, 2004, in conformity with U.S.
generally accepted accounting principles.

/s/ Francis & Co., CPAs

Atlanta, Georgia
March 3, 2005


<PAGE>
                           THOMASVILLE BANCSHARES, INC.
                               THOMASVILLE, GEORGIA
                           Consolidated Balance Sheets


                                     ASSETS
                                     ------
                                                      As of December 31,
                                                  ---------------------------
                                                      2004           2003
                                                      ----           ----
Cash and due from banks                           $  5,963,843   $  6,142,076
Federal funds sold, net                                662,263        389,703
                                                   -----------    -----------
  Total cash and cash equivalents                 $  6,626,106   $  6,531,779
Securities:
 Available-for-sale at fair value                   18,421,154      9,410,892
Loans, net                                         204,328,320    179,749,910
Property and equipment, net                          4,815,924      4,281,826
Goodwill                                             3,372,259      3,417,259
Other assets                                         2,320,074      2,098,506
                                                   -----------    -----------
  Total Assets                                    $239,883,837   $205,490,172
                                                   ===========    ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY
                      ------------------------------------
Liabilities:
------------
 Deposits
  Non-interest bearing deposits                   $ 26,063,129   $ 21,993,126
  Interest bearing deposits                        173,143,434    143,506,633
                                                   -----------    -----------
       Total deposits                             $199,206,563   $165,499,759
Federal funds purchased                              1,097,000      2,264,000
Borrowings                                          19,376,107     19,893,654
Other liabilities                                      682,627        531,253
                                                   -----------    -----------
  Total Liabilities                               $220,362,297   $188,188,666
                                                   -----------    -----------

Commitments and Contingencies
-----------------------------

Shareholders' Equity:
---------------------
 Common stock, 1.00 par value, 10,000,000
 shares authorized; 2,937,625 (2004) and
 2,934,076 (2003) shares issued
 and outstanding                                  $  2,937,625   $  2,934,076
Paid-in-capital                                      7,872,245      7,615,280
Retained earnings                                    8,739,226      6,759,183
Accumulated other comprehensive income                 (27,556)        (7,033)
                                                   -----------    -----------
   Total Shareholders' Equity                     $ 19,521,540   $ 17,301,506
                                                   -----------    -----------
   Total Liabilities and Shareholders' Equity     $239,883,837   $205,490,172
                                                   ===========    ===========


              Refer to notes to the consolidated financial statements.


                                      2
<PAGE>
                           THOMASVILLE BANCSHARES, INC.
                               THOMASVILLE, GEORGIA
                        Consolidated Statements of Income


                                                For the Years Ended December 31,
                                                --------------------------------
                                                      2004           2003
                                                      ----           ----
Interest Income:
----------------
 Interest and fees on loans                       $ 11,312,578   $ 10,090,619
 Interest on investment securities                     442,366        298,329
 Interest on federal funds sold                         62,106         55,557
                                                   -----------    -----------
    Total interest income                         $ 11,817,050   $ 10,444,505

Interest Expense:
-----------------
 Interest on deposits and borrowings                 3,677,496      3,573,702
                                                   -----------    -----------

Net interest income                               $  8,139,554   $  6,870,803
Provision for possible loan losses                     510,000        420,000
                                                   -----------    -----------

Net interest income after provision for
  possible loan losses                            $  7,629,554   $  6,450,803
                                                   -----------    -----------

Other Income:
-------------
 Fees, money management                           $  1,025,396   $    918,069
 Service fees on deposit accounts                      644,055        662,128
 Trust services                                        473,765        272,960
 Miscellaneous, other                                  455,459        221,449
                                                   -----------    -----------
     Total other income                           $  2,598,675   $  2,074,606
                                                   -----------    -----------

Other Expenses:
---------------
  Salaries and benefits                           $  3,252,251   $  3,034,607
  Data processing and ATM                              216,415        193,374
  Advertising and public relations                     337,319        242,983
  Depreciation                                         395,149        430,461
  Professional fees                                    326,532        290,735
  Other operating expenses                           1,474,954      1,307,236
                                                   -----------    -----------
     Total other expenses                         $  6,002,620   $  5,499,396
                                                   -----------    -----------

Income before income tax                          $  4,225,609   $  3,026,013
Income tax                                           1,570,202      1,069,308
                                                   -----------    -----------

Net income                                        $  2,655,407   $  1,956,705
                                                   ===========    ===========

Basic earnings per share                          $        .90   $        .68
                                                   ===========    ===========
Diluted earnings per share                        $        .88   $        .66
                                                   ===========    ===========

Weighted average number of
shares outstanding:

     Basic                                           2,935,849      2,887,660
                                                   ===========    ===========
     Diluted                                         3,023,461      2,953,482
                                                   ===========    ===========


              Refer to notes to the consolidated financial statements.


                                      3
<PAGE>
                           THOMASVILLE BANCSHARES, INC.
                               THOMASVILLE, GEORGIA
             Consolidated Statements of Changes in Shareholders' Equity
                  For the Years ended December 31, 2003 and 2004

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

Effect of
 2:1 stock
 split       1,467,038  1,467,038 (1,467,038)    --         --               0
             ---------  ---------  ---------  ---------  --------   ----------
Balance,
 December 31,
 2003        2,934,076 $2,934,076 $7,615,280 $6,759,183 $  (7,033) $17,301,506
             ---------  ---------  ---------  ---------  --------   ----------

Comprehensive income:
 Net income,
  2004          --          --         --     2,655,407     --       2,655,407
 Net unrealized
  (loss),
  securities    --          --         --        --       (20,523)     (20,523)
             ---------  ---------  ---------  ---------  --------   ----------
Total
 comprehensive
 income         --          --         --     2,655,407   (20,523)   2,634,884

Issuance
 of stock        3,549      3,549     37,108     --        --           40,657

Restricted
  stock         --          --       219,857     --        --          219,857

Dividends
 paid            --         --         --      (675,364)    --        (675,364)
             ---------  ---------  ---------  ---------  --------   ----------
Balance,
 December 31,
 2004        2,937,625 $2,937,625 $7,872,245 $8,739,226 $ (27,556) $19,521,540
             =========  =========  =========  =========  ========   ==========


              Refer to notes to the consolidated financial statements.


                                      4
<PAGE>
                           THOMASVILLE BANCSHARES, INC.
                               THOMASVILLE, GEORGIA
                       Consolidated Statements of Cash Flows

                                                For the Years Ended December 31,
                                                --------------------------------
                                                      2004           2003
                                                      ----           ----
Cash flows from operating activities:
-------------------------------------
  Net income                                      $  2,655,407   $  1,956,705
  Adjustments to reconcile net income to
    net cash provided by operating activities:
      Provisions for loan losses                       510,000        420,000
      Depreciation                                     395,149        430,461
      Net amortization, securities                     141,436        (62,592)
      Deferred asset                                   219,857        103,950
      Write down of goodwill                            45,000        -  -
  (Increase) in receivables and other assets          (221,568)      (395,500)
  Increase in payables and other liabilities        (1,015,626)     2,186,879
                                                   -----------    -----------
Net cash provided by operating activities         $  2,729,655   $  4,639,903
                                                   -----------    -----------

Cash flows from investing activities:
-------------------------------------
   Purchase of securities, AFS                    $(13,272,221)  $ (7,028,262)
   Maturity and calls of securities, AFS             4,100,000      5,280,000
   (Increase) in loans, net                        (25,088,410)   (25,269,966)
   Purchase of premises and equipment                 (929,247)      (544,243)
                                                   -----------    -----------
Net cash used in investing activities             $(35,189,878)  $(27,562,471)
                                                   -----------    -----------

Cash flows from financing activities:
-------------------------------------
   Exercise of stock options                      $     -  -     $    165,000
   Issuance of stock                                    40,657         75,134
   Increase in deposits                             33,706,804     11,579,371
   (Decrease) in borrowed funds                       (517,547)     4,742,809
   Dividends paid                                     (675,364)      (649,601)
                                                   -----------    -----------
Net cash provided by financing activities         $ 32,554,550   $ 15,912,713
                                                   -----------    -----------

Net increase/(decrease)
    in cash and cash equivalents                  $     94,327   $ (7,009,855)
Cash and cash equivalents,
    beginning of period                              6,531,779     13,541,634
                                                   -----------    -----------
Cash and cash equivalents, end period             $  6,626,106   $  6,531,779
                                                   ===========    ===========

Supplemental Information:
Income taxes paid                                 $  1,372,658   $  1,038,778
                                                   ===========    ===========
Interest paid                                     $  3,678,314   $  3,627,448
                                                   ===========    ===========


            Refer to notes to the consolidated financial statements.


                                      5
<PAGE>
                           THOMASVILLE BANCSHARES, INC.
                               THOMASVILLE, GEORGIA
                     Notes to Consolidated Financial Statements
                            December 31, 2004 and 2003


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 also offers trust
services.  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 addition to the Bank, the Company has one other
subsidiary, TNB Financial Services, Inc. (the "TNBFS"), through which the
Company offers money management services.  On July 15, 2004, the Company
effected a two-for-one stock split.


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.  The Bank
is a voting interest entity under U.S. generally accepted accounting principles.
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 U.S. generally accepted accounting principles and to general
practices within 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 and disclosure of contingent assets
and liabilities at the date of the consolidated financial statements and the
reported amounts of revenues and expenses during the reporting period.  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, the fair value
of financial instruments, and the status of contingencies.

     Cash and Due from Banks.  The Company maintains deposit relationships with
     ------------------------
other banks.  At times, those deposits may exceed federally insured limits.
The Company has not experienced any material loss from such deposit
relationships.


                                      6
<PAGE>
     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 to be held for indefinite periods of time 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.

     Interest income includes amortization of purchase premiums and discounts.
Realized gains and losses are derived from the amortized cost of the security
sold.  Declines in the fair value of held-to-maturity and available-for-sale
securities below their cost that are deemed to be other than temporary are
reflected in earnings as realized losses.  In estimating other-than-temporary
impairment losses, management considers, among other things, (i) the length of
time and the extent to which the fair value has been less than cost, (ii) the
financial condition and near-term prospects of the issuer, and (iii) the intent
and ability of the Company to retain its investment in the issuer for a period
of time sufficient to allow for any anticipated recovery in fair value.

     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.   Loan
commitment fees for commitment periods greater than one year are deferred and
amortized into fee income on a straight-line basis over the commitment period.

     Impaired loans are loans that based upon current information and events,
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.  Impairment is evaluated in
total for smaller balance loans of a similar nature/characteristic, and on an
individual loan basis for all other 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.  Impaired loans, or portions thereof, are charged-
off when deemed uncollectible.


                                      7
<PAGE>
     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.

     The Company's allowance for possible loan losses consists of three
elements: (i) specific valuation allowances established for probable losses on
specific loans; (ii) historical valuation allowances calculated based on
historical loan loss experience for similar loans with similar characteristics
and trends; and (iii) unallocated general valuation allowances determined based
on general economic conditions and other qualitative risk factors both internal
and external to the Company.


                                      8
<PAGE>
     Property and Equipment.  Building, leasehold improvements, 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, 2004 and 2003.

     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.

     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.

     Income Taxes.  Deferred income tax assets and liabilities are determined
     -------------
using the liability (or balance sheet) method.  Under this method, the net
deferred tax asset or liability is determined based on the tax effects of the
differences between the book and tax bases of the various balance sheet assets
and liabilities and gives recognition to changes in tax rates and laws.

     A valuation allowance for deferred tax assets is required when it is more
likely than not that some portion or all of the deferred tax asset will not be
realized.  In assessing the realization of the deferred tax assets, management
considers the scheduled reversals of deferred tax liabilities, projected future
taxable income (in the near-term based on current projections), and tax planning
strategies.

     The operating results of the Company and its subsidiaries are included in
consolidated income tax returns.


                                      9
<PAGE>
     Stock-Based Compensation.  Statement of Financial Accounting Standards No.
     -------------------------
123 (SFAS 123), "Accounting for Stock-Based Compensation," encourages all
entities to adopt a fair value based method of accounting for employee stock
compensation plans, whereby compensation cost is measured at the grant date
based on the value of the award and is recognized over the service period, which
is usually the vesting period.  However, it also allows an entity to continue to
measure compensation cost for those plans using the intrinsic value based method
of accounting prescribed by Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," whereby compensation cost is the
excess, if any, of the quoted market price of the stock at the grant date (or
other measurement date) over the amount an employee must pay to acquire the
stock.  The Company has elected to continue with the accounting methodology in
Opinion No. 25.  Stock options issued under the Company's Stock Options Plan
have no intrinsic value at the grant date, and under Opinion No. 25 no
compensation cost is recognized for them.

     Had compensation cost for the Company's Stock Options Plan been determined
based on the fair value at the grant dates for awards under the Stock Options
Plan consistent with the method prescribed by SFAS 123, the Company's net income
and earnings per share would have been as follows:

                                                 Year Ended December 31,
                                                 -----------------------
                                                   2004            2003
                                                   ----            ----
    Net income/(loss), as reported             $ 2,655,407     $ 1,956,705
    Stock-based compensation expense                (9,347)         (9,347)
                                                ----------      ----------
    Pro-forma (fair value) net income/(loss)   $ 2,646,060     $ 1,947,358
                                                ==========      ==========

    Basic income/(loss) per share:
    As reported                                $       .90     $       .68
                                                ==========      ==========
    Pro-forma                                  $       .90     $       .67
                                                ==========      ==========

    Diluted income/(loss) per share:
    As reported                                $       .88     $       .66
                                                ==========      ==========
    Pro-forma                                  $       .88     $       .66
                                                ==========      ==========

     The pro-forma (fair value) was estimated at the date of grant using a
Black-Scholes option pricing model ("BLSC Model").  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 and
warrants.


                                      10
<PAGE>
     Below are details concerning the input assumptions utilized in conjunction
with BLSC Model to produce the estimates for pro-forma (fair value)
income/(loss) for the periods below.  Note that since no options/warrants were
granted in calendar year 2004, no assumptions were necessary to construct the
BLSC Model for 2004.

                                                 Year Ended December 31,
                                                 -----------------------
                                                   2004            2003
                                                   ----            ----
    Risk-free interest rate                         --%            3.95%
    Dividend yield                                  --%            2.1%
    Volatility factor                               --%           15.5%
    Weighted average life of option                 --           10 years

     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 review.  Consistent with SFAS 142 and SFAS 147, the
Company has written down $45,000 and $0, respectively, for the years ended
December 31, 2004 and 2003.

     Cash and Cash Equivalents.  For purposes of reporting cash flows, cash and
     --------------------------
cash equivalents include cash on hand, deposits with other financial
institutions that have an initial maturity of less than 90 days, federal funds
sold and resell agreements.  Net cash flows are reported for loans, loans held
for sale, deposit transactions, and short-term borrowings.

     Operating Segments.  The Company determined, in accordance with Financial
     -------------------
Accounting Standards No. 131, "Disclosure about Segment of an Enterprise and
Related Information," that it engages in two business segments: (i)
Community/urban banking, including traditional banking services and other,
enhanced services, such as trust services, all provided through the Bank
subsidiary and (ii) money management services provided through TNBFS.


                                      11
<PAGE>
     Earnings Per Share.  Basic earnings 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 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.

     Comprehensive Income.  Accounting principles generally require that
     ---------------------
recognized revenue, expenses, gains and losses be included in net income.
Although certain changes in assets and liabilities, such as unrealized gains and
losses on available-for-sale securities, are reported as a separate component of
the equity section of the balance sheet, such items, along with net income, are
components of comprehensive income.  Comprehensive income for calendar years
2004 and 2003 are shown in the consolidated statements of changes in
shareholders' equity.

     Recent Accounting Pronouncements.  EXCHANGES OF NONMONETARY ASSETS:  In
     ---------------------------------
December 2004, the FASB issued SFAS 153, "Exchanges of Nonmonetary Assets", an
amendment to APB Opinion No. 29, "Accounting for Nonmonetary Transactions."
This statement amends the principle that exchanges of nonmonetary assets should
be measured based on the fair value of the assets exchanged and more broadly
provides for exceptions regarding exchanges of nonmonetary assets that do not
have commercial substance.  This Statement is effective for nonmonetary asset
exchanges occurring in fiscal periods beginning after June 15, 2005.  The
adoption of this standard is not expected to have a material impact on the
Company's financial condition, results of operations, or liquidity.

     SHARE-BASED PAYMENT:  In December 2004, the FASB issued Statement No.
123(R), "Share-Based Payment."  Statement No. 123(R) requires companies to
recognize in the income statement the grant-date fair value of stock options
and other equity-based compensation issued to employees.  The revised Statement
generally requires that companies account for these share-based transaction
using the fair-value-based method, and eliminates a company's ability to account
for these transactions using the intrinsic value method of accounting in APB
Opinion No. 25.  For small business issuers, Statement No. 123(R) is effective
as of the beginning of the first interim or annual reporting period that begins
after December 15, 2005.  The Company has not yet determined the exact impact
the new standard will have on its consolidated financial statements.  The above
disclosures, as required by FASB Statement No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure-an amendment of FASB Statement No. 123,"
provide detail as to its results of operations as if it had applied the fair
value based method and recognition provisions of Statement No. 148 to stock-
based employee compensation to the current reporting periods.


                                      12
<PAGE>
     MEANING OF OTHER THAN TEMPORARY IMPAIRMENT:  In March 2004, the Financial
Accounting Standards Board (FASB) Emerging Issues Task Force (EITF) released
Issue 03-01, "Meaning of Other Than Temporary Impairment," which addressed
other-than-temporary impairment for certain debt and equity investments.  The
recognition and measurement requirements of Issue 03-01, and other disclosure
requirements not already implemented, were effective for periods beginning after
June 15, 2004.  In September 2004, the FASB staff issued FASB Staff Position
(FSP) EITF 03-1-1, which delayed the effective date for certain measurement and
recognition guidance contained in Issue 03-01.  The FSP requires the application
of pre-existing other-than-temporary guidance during the period of delay until a
final consensus is reached.  Management does not anticipate the issuance of the
final consensus will have a material impact on the Company's financial
condition, results of operations, or liquidity.

     LOAN COMMITMENTS:  On March 9, 2004, the SEC issued Staff Accounting
Bulletin 105 (SAB 105), "Application of Accounting Principles to Loan
Commitment" stating that the fair value of loan commitments is to be accounted
for as a derivative instrument under SFAS 133, but the valuation of such
commitment should not consider expected future cash flows related to servicing
of the future loan.

     The Company adopted the provisions of SAB 105 as of January 1, 2004.
Adoption of SAB 105 did not result in a material impact on the Company's
financial condition, results of operations, or liquidity.

     ACCOUNTING FOR CERTAIN LOANS OR DEBT SECURITIES ACQUIRED IN A TRANSFER:  In
December 2003, the American Institute of Certified Public Accountants issued
Statement of Position (SOP) 03-3, "Accounting for Certain Loans or Debt
Securities Acquired in a Transfer."  SOP 03-3 requires acquired loans, including
debt securities, to be recorded at the amount of the purchaser's initial
investment and prohibits carrying over valuation allowances from the seller for
those individually-evaluated loans that have evidence of deterioration in credit
quality since origination, and it is probable all contractual cash flows on the
loan will be unable to be collected.  SOP 03-3 also requires the excess of all
undiscounted cash flows expected to be collected at acquisition over the
purchaser's initial investment to be recognized as interest income on a level-
yield basis over the life of the loan.  Subsequent increases in cash flows
expected to be collected are recognized as impairment.  Loans carried at fair
value, mortgage loans held for sale, and loans to borrowers in good standing
under revolving credit agreements are excluded from the scope of SOP 03-3.  The
guidance is effective for loans acquired in fiscal years beginning after
December 15, 2004 and is not expected to have a material impact on the Company's
financial condition, results of operations, or liquidity.


                                      13
<PAGE>
     ACCOUNTING FOR CERTAIN FINANCIAL INSTRUMENTS WITH CHARACTERISTICS OF BOTH
LIABILITIES AND EQUITY:  In May 2003, the FASB issued SFAS 150, "Accounting for
Certain Financial Instruments with Characteristics of Both Liabilities and
Equity."  This statement establishes standards for classifying and measuring
certain financial instruments that embody obligations of the issuer and have
characteristics of both liabilities and equity.    The provisions of SFAS 150
became effective June 1, 2003, for all financial instruments created or modified
after May 31, 2003, and otherwise became effective as of July 1, 2003.  The
adoption of this standard did not have a material impact on the Company's
financial condition, results of operations, or liquidity.

     In December 2003, the FASB deferred for an indefinite period the
application of the guidance in SFAS 150 to noncontrolling interest that are
classified as equity in the financial statement of a subsidiary but would be
classified as a liability in the parent's financial statements under SFAS 150.
The deferral is limited to mandatorily redeemable noncontrolling interest
associated with finite-lived subsidiaries.  Management does not believe any such
applicable entities exist as of  December 31, 2004, but will continue to
evaluate the applicability of this deferral to entities which may be
consolidated as a result of FASB Interpretation No. 46 (FIN 46), "Consolidation
of Variable Interest Entities."

     CONSOLIDATION OF VARIABLE INTEREST ENTITIES:  In January 2003, the FASB
issued FIN 46, which provides guidance on how to identify a  variable interest
entity (VIE) and determine when the assets, liabilities, noncontrolling
interests, and the results of operations of a VIE are to be included in an
entity's consolidated financial statements.  A VIE exists when either the total
equity investment is at risk is not sufficient to permit the entity to finance
its activities itself, or the equity investors lack one of three characteristics
associated with owning a controlling financial interest.  Those characteristics
include the direct and indirect ability to make decisions about the entity's
activities through voting rights or similar rights, the obligation to absorb the
expected losses of an entity if they occur, or the right to receive the expected
residual returns of the entity if they occur.

     In December 2003, the FASB reissued FIN 46 with certain modifications and
clarifications.  Application of this guidance was effective for interests in
certain VIEs commonly referred to as special-purpose entities (SPEs) as of
December 31, 2003.  Application for all other types of entities was required as
of March 31, 2004, unless previously applied.  Adoption of FIN 46 did not result
in a material impact on the Company's financial condition, results of
operations, or liquidity.


                                      14
<PAGE>
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, 2004, the Bank was a net buyer
in the federal funds market.  Below is pertinent information:

                                                     December 31,
                                              -------------------------
                                                  2004          2003
                                                  ----          ----
    Federal funds sold                        $   662,263   $   389,703
    Federal funds purchased                    (1,097,000)   (2,264,000)
                                               ----------    ----------
    Federal funds sold, net                   $  (434,737)  $(1,874,297)
                                               ==========    ==========


NOTE 4 - SECURITIES AVAILABLE-FOR-SALE

     The amortized costs and estimated market values of securities available-
for-sale as of December 31, 2004 follow:

                                               Gross
                                             Unrealized
                            Amortized        ----------         Estimated
Description                    Costs       Gains    Losses    Market Values
-----------                 -----------    -----    ------    -------------
U.S. Agency                $ 16,437,807  $ 15,883  $(57,634)  $ 16,396,056
Georgia Tax Credit Fund         348,298     -  -      -  -         348,298
Corporate equity                290,000     -  -      -  -         290,000
FRB, FHLB stock               1,386,800     -  -      -  -       1,386,800
                            -----------   -------   -------    -----------
    Total securities       $ 18,462,905  $ 15,883  $(57,634)  $ 18,421,154
                            ===========   =======   =======    ===========

     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, 2003 follow:

                                               Gross
                                             Unrealized
                            Amortized        ----------         Estimated
Description                    Costs       Gains    Losses    Market Values
-----------                 -----------    -----    ------    -------------
U.S. Agency                $  7,701,553  $ 25,806  $(36,463)  $  7,690,896
Georgia 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
                            ===========   =======   =======    ===========


                                      15
<PAGE>
     The amortized costs and estimated market values of securities available-
for-sale at December 31, 2004, 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           $ 5,828,434      $ 5,816,964
      Due after one through five years    9,849,997        9,819,248
      Due after five through ten years    1,107,674        1,108,142
      FRB, FHLB, corporate equity
       (no maturity)                      1,676,800        1,676,800
                                         ----------       ----------
          Total securities              $18,462,905      $18,421,154
                                         ==========       ==========

     There were no sales of securities during the calendar years 2004 and 2003.
As of December 31, 2004 and 2003, securities with aggregate par values of
$14,046,000 and $4,657,000, respectively, were pledged to secure public funds,
repurchase agreements and for other purposes required or permitted by law.

     Information pertaining to securities with gross unrealized losses at
December 31, 2004, aggregated by investment category and further segregated by
the length of time (less than or over twelve months) that the securities have
been in a continuous loss position follows:

                     Less than                Over
                   Twelve Months         Twelve Months           Total
                -------------------  -------------------  --------------------
                  Fair    Unrealized    Fair   Unrealized   Fair     Unrealized
  Description     Value      Loss       Value     Loss      Value       Loss
  -----------     -----      ----       -----     ----      -----       ----
U.S. Agency and
 Government
 Corporations   $7,043,006 $(17,075) $3,233,324 $(40,559) $10,276,330 $(57,634)
                 =========  =======   =========  =======   ==========  =======

     At December 31, 2004, unrealized losses in the securities portfolio
amounted to $57,634 representing .31% of the total portfolio.  All of the
unrealized losses relate to U.S. Agency securities and U.S. government
corporations.  These unrealized losses were caused by fluctuations in market
interest rates, rather than concerns over the credit quality of the issuers.
The Company believes that the U.S. Agencies and government corporations will
continue to honor their interest payments on time as well as the full debt at
maturity.  Because the unrealized losses are due to fluctuations in the interest
rate, and no credit-worthiness factors exist, the Company believes that the
investments are not considered other-than-temporarily impaired.


                                      16
<PAGE>
NOTE 5 - LOANS

     The composition of net loans by major loan category, as of December 31,
2004 and 2003, follows:

                                                        December 31,
                                              -----------------------------
                                                   2004            2003
                                                   ----            ----
      Commercial, financial, agricultural     $  48,497,768   $  43,178,890
      Real estate - construction                  7,919,158       9,834,263
      Real estate - mortgage                    138,978,409     117,166,686
      Installment                                11,157,830      11,530,893
                                               ------------    ------------
      Loans, gross                            $ 206,553,165   $ 181,710,732
      Deduct:
       Allowance for loan losses                 (2,224,845)     (1,960,822)
                                               ------------    ------------
          Loans, net                          $ 204,328,320   $ 179,749,910
                                               ============    ============

     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, 2004 and 2003, the
total recorded investment in impaired loans, all of which had allowances
determined in accordance with FASB Statements No. 114 and No. 118, amounted to
approximately $3,582,215 and $2,922,261, respectively.  The average recorded
investment in impaired loans amounted to approximately $3,111,468 and $3,332,748
for the years ended December 31, 2004 and 2003, respectively.  The Allowance
related to impaired loans amounted to approximately $435,817 and $340,885 at
December 31, 2004 and 2003, 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, 2004 and 2003 amounted to $213,496 and $184,326,
respectively.  The amount of interest recognized on impaired loans using the
cash method of accounting was not material for the years ended December 31, 2004
and 2003.  Loans on non-accrual status at December 31, 2004 and 2003 had
outstanding balances of $1,806,413 and $105,752, respectively.  Interest
recognized on non-accruing loans at December 31, 2004 and 2003 was $68,356 and
$4,228, respectively.  The Company has no commitments to lend additional funds
to borrowers whose loans have been modified.


                                      17
<PAGE>
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, 2004
and 2003 follows:

                                                 Year Ended December 31,
                                                 -----------------------
                                                   2004            2003
                                                   ----            ----
     Balance, beginning of year                $ 1,960,822     $ 1,722,097
     Add:  Provision for loan losses               510,000         420,000
     Add:  Recoveries of previously
             charged off amounts                    12,269          10,658
                                                ----------      ----------
        Total                                  $ 2,483,091     $ 2,152,755
     Deduct: Amount charged-off                   (258,246)       (191,933)
                                                ----------      ----------
     Balance, end of year                      $ 2,224,845     $ 1,960,822
                                                ==========      ==========


                                      18
<PAGE>
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, 2004 and 2003 follow:

                                                        December 31,
                                               ----------------------------
                                                    2004            2003
                                                    ----            ----
      Land                                     $  1,044,724    $    943,862
      Buildings                                   2,698,214       2,698,214
      Furniture, equipment                        2,529,495       2,389,622
      Construction in progress                      704,911          16,399
                                                -----------     -----------
        Property and equipment, gross          $  6,977,344    $  6,048,097
      Deduct:
       Accumulated depreciation                  (2,161,420)     (1,766,271)
                                                -----------     -----------
          Property and equipment, net          $  4,815,924    $  4,281,826
                                                ===========     ===========

     Depreciation expense for the years ended December 31, 2004 and 2003
amounted to $395,149 and $430,461, 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, 2004, 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.


                                      19
<PAGE>
     At December 31, 2004 and 2003, the Company had unused loan commitments of
approximately $25.1 million and $21.2 million, respectively.  Additionally,
standby letters of credit of approximately $4.4 million and $2.7 million were
outstanding at December 31, 2004 and 2003, 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.


                                      20
<PAGE>
NOTE 9 - BORROWINGS

     Borrowings from FHLB totaled $16,341,667 and $16,775,000 at December 31,
2004 and 2003, respectively.  Below are additional details concerning these
borrowings:

                                              First
         Outstanding Borrowings              Possible
               December 31,                  Interest
           ------------------               Adjustment   Principal  Maturity
            2004          2003     Rate    or Call Date  Amortizing   Date
            ----          ----     ----  --------------- ----------   ----
        $ 2,475,000   $ 2,775,000  4.08%       N/A         Yes      3-19-13
          1,000,000     1,000,000  5.26%     4-21-04       No       4-21-09
          1,000,000     1,000,000  3.33%      3-7-05       No       9-06-11
          2,000,000     2,000,000  4.70%     9-14-06       No       9-14-11
          1,000,000     1,000,000  5.13%       N/A         No       1-22-07
          1,000,000     1,000,000  4.80%       N/A         No       1-23-06
          1,000,000     1,000,000  4.27%       N/A         No       1-24-05
          1,000,000     1,000,000  4.62%       N/A         No       5-16-05
          1,000,000     1,000,000  3.81%       N/A         No      11-19-07
          1,000,000     1,000,000  2.35%       N/A         No      11-21-05
          1,000,000     1,000,000  2.21%       N/A         No       6-04-05
          1,000,000     1,000,000  2.57%       N/A         No      12-04-05
          1,866,677       -  -     4.41%       N/A         Yes      4-14-14
            -  -        1,000,000  1.74%       N/A         No      11-19-04
            -  -        1,000,000  1.83%       N/A         No      12-04-04
         ----------    ----------  ----        ---         ---     --------
Total   $16,341,667   $16,775,000  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, 2004 and 2003, the above borrowings were secured by a blanket lien on all
residential first mortgages held by the Bank.  At December 31, 2004 and 2003,
the balance on the above mortgages amounted to approximately $72.7 million and
$56.1 million, respectively.  In addition, the above borrowings were also
secured by FHLB stock carried on the Company's balance sheets at $1,139,300 and
$840,000 at December 31, 2004 and 2003, respectively.  Interest expense incurred
on FHLB borrowings for the calendar years 2004 and 2003 amounted to $739,058 and
$573,590, respectively.


                                      21
<PAGE>
     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, 2004 and 2003, the
principal balance outstanding on the above LOC was $2,728,840, and for the year
ended December 31, 2004 and 2003, the Company incurred $92,439 and $89,540,
respectively, in interest expense relating to the above LOC.

     Prior to the  Company's acquisition of TNBFS, TNBFS 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, 2004 and 2003, the outstanding balance on the above
indebtedness was $305,600 and $389,814, respectively.  Interest expense incurred
with respect to the above indebtedness amounted to $25,600 and $32,167,
respectively, for the years ended December 31, 2004 and 2003.


NOTE 10 - DEPOSITS

     The following details deposit accounts at December 31, 2004 and 2003:

                                                        December 31,
                                               ----------------------------
                                                    2004            2003
                                                    ----            ----
      Non-interest bearing deposits            $ 26,063,129    $ 21,993,126
      Interest bearing deposits:
         NOW accounts                            36,699,080      36,814,651
         Money market accounts                   67,114,089      50,790,393
         Savings                                  7,145,600       5,476,837
         Time, less than $100,000                29,351,344      31,699,597
         Time, $100,000 and over                 32,833,321      18,725,155
                                                -----------     -----------
          Total deposits                       $199,206,563    $165,499,759
                                                ===========     ===========


                                      22
<PAGE>
     At December 31, 2004, the scheduled maturities of all certificates of
deposit were as follows:

                          Year Ended
                          December 31,                     Amount
                          ------------                     ------
                             2005                      $ 53,847,838
                             2006                         3,977,699
                             2007                         1,285,227
                             2008                         1,029,736
                             2009                         2,044,165
                                                        -----------
                             Total                     $ 62,184,665
                                                        ===========


NOTE 11 - INTEREST ON DEPOSITS AND BORROWINGS

     A summary of interest expense for the years ended December 31, 2004 and
2003 follows:

                                                        December 31,
                                               ----------------------------
                                                    2004            2003
                                                    ----            ----
      Interest on NOW accounts                 $    259,601    $    265,528
      Interest on money market accounts           1,113,424         914,406
      Interest on savings accounts                   64,811          52,648
      Interest on CDs under $100,000                738,096         985,405
      Interest on CDs $100,000 and over             628,867         658,647
      Interest, other borrowings                    872,697         697,068
                                                -----------     -----------
         Total interest on
          deposits and borrowings              $  3,677,496    $  3,573,702
                                                ===========     ===========


                                      23
<PAGE>
NOTE 12 - OTHER OPERATING EXPENSES

     A summary of other operating expenses for the years ended December 31, 2004
and 2003 follows:

                                                        December 31,
                                               ----------------------------
                                                    2004            2003
                                                    ----            ----
      Postage and delivery                     $    106,053    $     96,084
      Supplies and printing                         117,331         134,997
      Regulatory assessments                         94,121          87,851
      Taxes & insurance                             170,488         152,579
      Utilities & telephone                         152,671         121,595
      Repairs & maintenance                         148,003         125,771
      Service contracts                             155,325         134,482
      Directors' fees                               171,357         105,550
      Other expenses                                359,605         348,327
                                                -----------     -----------
          Total other operating expenses       $  1,474,954    $  1,307,236
                                                ===========     ===========


NOTE 13 - INCOME TAXES

     As of December 31, 2004 and 2003, the Company's provision for income taxes
consisted of the following:

                                                        December 31,
                                               ----------------------------
                                                    2004            2003
                                                    ----            ----
      Current                                  $  1,480,435    $    988,141
      Deferred                                       89,767          81,167
                                                -----------     -----------
      Income tax expense                       $  1,570,202    $  1,069,308
                                                ===========     ===========


                                      24
<PAGE>
      The provisions for income taxes applicable to income before taxes for the
years ended December 31, 2004 and 2003 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,
                                               ----------------------------
                                                    2004            2003
                                                    ----            ----
      Federal statutory income tax rate             34.0%           34.0%
      State income tax, net of Federal benefit       4.5%            4.5%
      Tax-exempt interest, net                      (2.0%)          (2.5%)
      Change in valuation allowance                  2.1%            2.7%
      Low-income tax credit                         (2.5%)          (3.5%)
      Other                                          1.1%             .1%
                                                    ----            ----
        Effective tax rate                          37.2%           35.3%
                                                    ====            ====

     The tax effects of the temporary differences that comprise the net deferred
tax assets at December 31, 2004 and 2003 are presented below:

                                                        December 31,
                                               ----------------------------
                                                    2004            2003
                                                    ----            ----
      Deferred tax assets:
      Allowance for loan losses                $    756,447    $    666,680
      Unrealized (loss), securities                  14,195           3,624
      Valuation reserve                            (710,053)       (620,286)
                                                -----------     -----------
        Net deferred tax asset                 $     60,589    $     50,018
                                                ===========     ===========

     There was a net change in the valuation allowance during calendar years
2004 and 2003.  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,
2004.


                                      25
<PAGE>
NOTE 14 - RELATED PARTY TRANSACTIONS

     Stock Options.  During the calendar years 2004 and 2003, the Company
     --------------
granted 0, and 10,000 stock options, respectively, to its employees.  Upon
surrender with a cash consideration ranging from $7.50 to $10.00, 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, 2004 and 2003, there were 19,200 stock
options outstanding.  Pertinent information concerning the options follows:

                                                        December 31,
                                               ----------------------------
                                                    2004            2003
                                                    ----            ----
   Options granted                                  -  -           10,000
   Options forfeited                                -  -           -  -
   Options exercised                                -  -          (40,000)
   Options , beginning of year                     19,200          49,200
                                                   ------          ------
   Options, end of year                            19,200          19,200
                                                   ======          ======

   Range of exercise price of options granted       N/A            $9.00
   Average exercise price of options granted        N/A            $9.00
   Average exercise price of options outstanding   $8.36           $8.36

      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 2004 and 2003, the Company contributed
$299,750 and $226,506, 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 40 shares), and (b)
twenty shares for each Bank or Company Board of Directors meeting attended
(later increased to 60 shares).  Restricted stock awards were later extended to
TNBFS Board meetings , at 20 shares of restricted stock per director per
meeting.  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.  On
several occasions, shares of restricted stock have been awarded to executive
officers of the Company and its subsidiaries.  These shares vest only upon the
officers' retirement or upon a change in control.  Respectively, as of December
31, 2004 and 2003, there were 88,262 and 70,263 shares of restricted stock
outstanding for the benefit of directors and executive officers.  For the years
ended December 31, 2004 and 2003, 17,999 and 13,819 shares of restricted stock,
respectively, were awarded.


                                      26
<PAGE>
     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, 2004 and 2003, loans outstanding to directors,
their related interests and executive officers aggregated $13,022,072 and
$11,595,556, 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
2004 and 2003 follows:

                                                Insider Loan Transactions
                                               ----------------------------
                                                    2004            2003
                                                    ----            ----
     Balance, beginning of year                $ 11,595,556    $ 10,272,046
     New loans                                    4,488,080       4,374,505
     Less:  Principal reductions                 (3,061,564)     (3,050,995)
                                                -----------     -----------
     Balance, end of year                      $ 13,022,072    $ 11,595,556
                                                ===========     ===========

     Deposits by directors and their related interests, as of December 31, 2004
and 2003 approximated $9,482,049 and $8,020,981, 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-one 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.


                                      27
<PAGE>
     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 $3,050,000.


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, 2004, approximately $980,000 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 $1.3 million and $1.0 million at December 31, 2004 and
2003, 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.


                                      28
<PAGE>
     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, 2004, meet all capital adequacy requirements to which they
are subject.

     As of  December 31, 2004, the Bank was considered to be Well Capitalized.
There are no conditions or events since December 31, 2004 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:


                                      29
<PAGE>
                                              Minimum Regulatory Capital
                                                 Guidelines for Banks
                                             ----------------------------
                                              Adequately        Well
(Dollars in thousands)            Actual      Capitalized    Capitalized
                              -------------  -------------  -------------
                              Amount  Ratio  Amount  Ratio  Amount  Ratio
                              ------  -----  ------  -----  ------  -----
AS OF DECEMBER 31, 2004:

Total capital-risk-based
(to risk-weighted assets):
   Bank                      $20,317  11.5% $14,102 >= 8%  $17,628 >= 10%
   Consolidated               21,664  12.0%  14,430 >= 8%     N/A  >= N/A

Tier 1 capital-risk-based
(to risk-weighted assets):
   Bank                      $18,114  10.3%  $7,051 >= 4%  $10,577 >= 6%
   Consolidated               19,439  10.8%   7,215 >= 4%     N/A  >= N/A

Tier 1 capital-leverage
(to average assets):
   Bank                      $18,114   7.7%  $9,383 >= 4%  $11,729 >= 5%
   Consolidated               19,439   8.1%   9,547 >= 4%     N/A  >= N/A

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


                                      30
<PAGE>
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.


                                      31
<PAGE>
     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, 2004 and
2003.  The information presented is based on pertinent information available to
management as of December 31, 2004 and 2003.  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 31,2004         December 31, 2003
                             -----------------------  -----------------------
                               Carrying   Estimated     Carrying    Estimated
                                Amount    Fair Value     Amount     Fair Value
                               --------   ----------    --------    ----------
Financial assets:
 Cash and due from banks   $  5,963,843 $  5,963,843  $  6,142,076 $  6,142,076
 Federal funds sold             662,263      662,263       389,703      389,703
 Securities
   available-for-sale        18,421,154   18,421,154     9,410,892    9,410,892
 Loans, net                 204,328,320  204,714,639   179,749,910  180,630,064
 Accrued interest
   receivable                 1,414,147    1,414,147     1,148,417    1,148,417

Financial liabilities:
 Deposits                  $199,206,563 $199,729,411  $165,499,759 $166,213,912
 Borrowings                  19,376,107   19,530,035    19,513,686   19,563,099
 Accrued interest payable       252,373      252,373       253,191      253,191


                                      32
<PAGE>
NOTE 18 - SEGMENT REPORTING

     Since the acquisition of TNBFS (formerly Joseph Parker & Co., Inc.) on
July 1, 2002, the Company has operated in two distinct lines of banking and
financial services; banking, including enhanced product lines such as financial
planning, investments, trusts, and money management services.  At December 31,
2004, the banking segment is the principal operating segment of the Company.
The money management operating subsidiary, while a distinct segment, does not
meet segment reporting criteria.  Accordingly, separate reporting of financial
segment information is not considered necessary.  However, segment data for
calendar year 2004 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 TNBFS and the Parent Company.

                                         Year Ended December 31, 2004
                                 ------------------------------------------
                                      Bank        All Other        Total
                                      ----        ---------        -----
   Net interest income
    after loan provisions        $  7,732,563   $   (103,009)  $  7,629,554
   Non-interest income              1,573,279      1,025,396      2,598,675
   Non-interest expense /1          4,971,947      1,030,673      6,002,620
                                  -----------    -----------    -----------
      Income/(loss) before tax   $  4,333,895   $   (108,286)  $  4,225,609
   Income tax                       1,500,916         69,286      1,570,202
                                  -----------    -----------    -----------
      Net income/(loss)          $  2,832,979   $   (177,572)  $  2,655,407
                                  ===========    ===========    ===========

   Total Assets /2               $235,704,425   $  4,179,412   $239,883,837
                                  ===========    ===========    ===========
________________________________

1   Depreciation expense included in non-interest expense is $395,149 for
Bank and $0 for All Other.  There is no amortization expense.

2   Total assets presented in All Other column includes goodwill in the amount
of $3,372,259; there is no goodwill in the Bank's column.


                                      33
<PAGE>
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 2004 and 2003, dividends
paid to shareholders amounted to $675,364 and $649,601, 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:                                              2004           2003
------                                               ----           ----
Cash                                            $    131,248   $    171,736
Investment in Bank                                18,132,521     15,995,427
Investment in TNBFS                                  292,334        221,521
Goodwill, TNBFS                                    3,372,259      3,417 259
Other investments                                    290,000        240,000
Other assets                                         199,780        128,933
                                                ------------   ------------
   Total Assets                                 $ 22,418,142   $ 20,174,876
                                                ============   ============

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

Accounts payable                                $    167,762   $    144,530
Note payable                                       2,728,840      2,728,840
                                                ------------   ------------
   Total Liabilities                            $  2,896,602   $  2,873,370
                                                ------------   ------------

Common stock                                    $  2,937,625   $  2,934,076
Paid-in-capital                                    7,872,245      7,615,280
Retained earnings                                  8,739,226      6,759,183
Accumulated other comprehensive income               (27,556)        (7,033)
                                                ------------   ------------
   Total Shareholders' equity                   $ 19,521,540   $ 17,301,506
                                                ------------   ------------
   Total Liabilities and Shareholders' equity   $ 22,418,142   $ 20,174,876
                                                ============   ============


                                      34
<PAGE>
                    Parent Company Statements of Income
                    -----------------------------------

                                               For the Years Ended December 31,
                                               --------------------------------
Revenues:                                           2004            2003
--------                                            ----            ----
Interest income                                $     1,736      $     4,824
Dividend income                                    678,364          652,001
                                               -----------      -----------
   Total revenues                              $   680,100      $   656,825
                                               -----------      -----------

Expenses:
--------
Interest                                       $    92,439      $    89,540
Operating expenses                                 132,926          149,434
                                               -----------      -----------
   Total expenses                              $   225,365      $   238,974
                                               -----------      -----------

Income before equity in undistributed
  earnings of Bank and TNBFS                   $   454,735      $   417,851
Income tax (expense)                               (27,756)          -  -
Equity in undistributed earnings
  of Bank and TNBFS                              2,228,428        1,538,854
                                               -----------      -----------

Net income                                     $ 2,655,407      $ 1,956,705
                                               ===========      ===========


                                      35
<PAGE>
                  Parent Company Statements of Cash Flows
                  ---------------------------------------

                                              For the Years Ended December 31,
                                              --------------------------------
Cash flows from operating activities:              2004             2003
------------------------------------               ----             ----
Net income                                    $  2,655,407     $  1,956,705
Adjustments to reconcile net income
 to net cash provided by operating
 activities:
    Equity in undistributed
    (earnings) of subsidiaries                  (2,228,428)      (1,538,854)
    Asset impairment                                45,000           -  -
  Deferred asset                                   219,857          103,950
  (Increase) in other asset                        (70,847)          82,000
  Increase in payables                              23,230)         (71,173)
                                              ------------     ------------
Net cash provided
 by operating activities                      $    644,219     $    532,628
                                              ------------     ------------

Cash flows from investing activities:
------------------------------------
 Investment in Bank                           $     -  -       $   (250,000)
 Purchase of stock, unrelated company              (50,000)          -  -
                                              ------------     ------------
Net cash used by financing activities         $    (50,000)    $   (250,000)
                                              ------------     ------------

Cash flows from financing activities:
------------------------------------
 Issuance of stock                            $     40,657     $     75,134
 Exercise of options                                -  -            165,000
 Cash dividends paid                              (675,364)        (649,601)
                                              ------------     ------------
Net cash used
 by financing activities                      $   (634,707)    $   (409,467)
                                              ------------     ------------

Net decrease in cash
 and cash equivalents                         $    (40,488)    $   (126,839)
Cash and cash equivalents,
 beginning of the year                             171,736          298,575
                                              ------------     ------------
Cash and cash equivalents,
 end of year                                  $    131,248     $    171,736
                                              ============     ============


                                      36