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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-KSB



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

For the fiscal year ended December 31, 2003



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

For the transition period from  to

Commission
File Number: 33-64520

BANK BUILDING CORPORATION

(Name of small business issuer in its charter)



|                                                              |  |                                    
|------------------------------------------------------------- |  | -----------------------------------
|Virginia                                                      |  | 54-174800                          
|(State or other jurisdiction ofincorporation or organization) |  | (I.R.S. EmployerIdentification No.)
|                                                              | 
|1300 Kings Mountain RoadMartinsville, VA                      |  | 24112                              
|(Address of principal executive offices)                      |  | (Zip Code)                         

Issuers telephone number: (276) 656-1776

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: None

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

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes ̈No  x

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ̈No  x

The issuers revenues for the fiscal year ended December 31, 2003 were $ 4,005,965.

As of March 27, 2004, there were issued and outstanding 398,244 shares of the issuers common stock. These shares are not believed to have any current market value.

Transitional Small Business Disclosure Format: Yes ̈No  x

Portions of the 2003 Annual Report to Shareholders, which is attached
hereto as Exhibit 13, are incorporated by reference in Part II of this report.



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BANK BUILDING CORPORATION

2003 ANNUAL REPORT ON FORM 10-KSB

TABLE OF CONTENTS



|         |  |                                                                                                                 |  |     
|-------- |  | --------------------------------------------------------------------------------------------------------------- |  | ----
|         |  |                                                                                                                 |  | PAGE
|PART I   |  | 3                                                                                                              
|         |  |                                                                                                                
|ITEM 1.  |  | DESCRIPTION OF BUSINESS                                                                                         |  | 3   
|ITEM 2.  |  | DESCRIPTION OF PROPERTY                                                                                         |  | 4   
|ITEM 3.  |  | LEGAL PROCEEDINGS                                                                                               |  | 6   
|ITEM 4.  |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.                                                            |  | 6   
|         | 
|PART II  |  | 6                                                                                                              
|         |  |                                                                                                                
|ITEM 5.  |  | MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS                                                        |  | 6   
|ITEM 6.  |  | MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION                                                       |  | 7   
|ITEM 7.  |  | FINANCIAL STATEMENTS                                                                                            |  | 11  
|ITEM 8.  |  | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                            |  | 11  
|ITEM 8A. |  | CONTROLS AND PROCEDURES                                                                                         |  | 11  
|ITEM 8B. |  | OTHER INFORMATION                                                                                               |  | 12  
|         | 
|PART III |  | 12                                                                                                             
|         |  |                                                                                                                
|ITEM 9.  |  | DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT |  | 12  
|ITEM 10. |  | EXECUTIVE COMPENSATION                                                                                          |  | 15  
|ITEM 11. |  | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS                  |  | 15  
|ITEM 12. |  | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                                  |  | 16  
|ITEM 13. |  | EXHIBITS                                                                                                        |  | 16  
|ITEM 14. |  | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                                          |  | 16  



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PART I

FORWARDLOOKING STATEMENTS

This report contains statements concerning the Corporations expectations, plans, objectives, future financial performance and other statements that are not historical facts. These statements may constitute
forward-looking statements as defined by federal securities laws. In some cases, readers can identify the forward-looking statements by the use of words such as may,  will, should, could,
expect, plan, intend, anticipate, believe, estimate, predict, potential or continue or the negative or other variations of these words, or
other comparable words or phrases. These statements may address issues that involve estimates and assumptions made by management, risks and uncertainties, and actual results could differ materially from historical results or those anticipated by
such statements. Factors that could have a material adverse effect on the Corporations operations and future prospects include, but are not limited to: desired business strategies, general economic conditions, interest rates, developments in
local and national markets, and other matters, which, by their nature, are subject to significant uncertainties. These risks and uncertainties should be considered in evaluating the forward-looking statements contained herein, and readers are
cautioned not to place undue reliance on such statements, which speak only as of the date of this report.



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

Bank Building Corporation was
incorporated under Virginia law in 1988. The Corporation is located at 1300 Kings Mountain Road, Martinsville, Virginia 24112.

The primary purpose of Bank
Building Corporation (the Corporation) is to acquire and develop property for lease as bank offices to the Participating Banks. As of March 27, 2004, the Participating Banks consisted of Blue Ridge Bank, National Association, Floyd, Virginia;
Central National Bank, Lynchburg, Virginia; Community National Bank, South Boston, Virginia; First National Bank, Rocky Mount, Virginia; First National Exchange Bank, Roanoke, Virginia; Mountain National Bank, Galax, Virginia; Patrick Henry National
Bank, Bassett, Virginia; Patriot Bank, National Association, Fredericksburg, Virginia; Peoples National Bank, Danville, Virginia; and Shenandoah National Bank, Staunton, Virginia. The Corporation also acquires funds for site acquisition and
development from banks that are not Participating Banks.

The selection of sites and construction of the offices is performed by the Participating Banks
that will lease the site to insure the needs of the bank are met. Should the Corporation decide to participate in the particular project, the site is titled in the name of the Corporation and all loans in connection with the site are made to the
Corporation. There are, however, no commitments on the part of any Participating Bank to present prospective office properties to the Corporation, nor are there any commitments on the part of the Corporation to accept any prospective office
properties offered by any of the Participating Banks.

The acquisition and development of property is presently financed through loans from various
sources. While such financing sources cannot be specifically identified, from time to time other Participating Banks make loans in connection with the acquisition of a site for another Participating Bank; however, a bank leasing a particular office
will not provide any acquisition or development loans for that office. Funds for purchase and development may be acquired from banks outside the group of Participating Banks. It is anticipated the Corporation will be able to finance the acquisition
of branch sites internally at some point in the future.

Following construction of a bank branch, the property is leased to the bank under a triple net
operating lease. The leasing bank is responsible for all property taxes, insurance and maintenance costs on that office. It is anticipated that the lease payments and other costs approximate the cost which would have been experienced by the bank had
the office been developed by the bank or leased from a third party. The lease payments cover all acquisition and loan costs and other costs associated with the site (just as though the bank had acquired the site itself) plus a small additional fee
to cover the accounting and processing costs.



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In order to obtain the most desirable branch locations it is often necessary to acquire more property
than will be required for an individual office. Currently, banking regulations restrict the ability of banks to acquire such property if it is not used for banking purposes. The Corporation is not subject to such restrictions and can acquire the
most desirable property and either sell any excess property or develop it for subsequent sale or lease to other parties.

Regardless of the
amount of property purchased by the Corporation, the lease with a Participating Bank includes only the portion of the property utilized for the branch. The allocation of costs between the branch site and other property is based on the relative size
and market value of each segment. Any property other than that used for the branch will be developed, leased or sold by the Corporation. Any buildings or other developments on this property will be compatible with the design of the bank office and
consistent with the conduct of the business of banking.

Both interest and depreciation expenses are incurred on each office as well as
other, minimal operating costs. These expenses will result in net operating losses during the initial years of each project although adequate cash flow from rental payments is expected to be available to meet all cash needs. During the initial lease
term, all leases will be structured for the adjustments to the monthly lease payments to track adjustments in the payments required by the underlying mortgage. After the initial period of the lease, terms will be renegotiated. Such terms could
provide for lease payments in excess of or less than payments required by the underlying mortgage and operating expenses. Additionally, a lessee Participating Bank may determine not to renew its lease on a particular branch. Under these
circumstances, such branch could be sold or leased to another tenant. Such sale or lease could be profitable, although there can be no assurance that this will occur.

While it is anticipated that renewed leases with a particular Participating Bank will produce sufficient rental payments to cover mortgage payments and other costs, there can be no assurance that this will, in fact,
be accomplished. Failure to obtain renewal lease payments sufficient to cover these costs may result in a forced sale or foreclosure of the particular branch at a loss.

The Corporation does not have any paid employees or directors. All of its accounting, other professional services, record keeping and other operational needs will be met by other organizations on a fee-for-service
basis. It is contemplated that such fees will be based on time expended plus reimbursable expenses. It is anticipated that such costs and expenses will be covered by the lease payments from the lease of the bank branches. At the present time, Bank
Services of Virginia, Inc., provides these services. Bank Services also currently provides various bookkeeping and related services for the Participating Banks.



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

As of December 31, 2003, the
Corporation owned the following offices, which are leased to the Participating Banks under triple net operating leases:



|                        |  |                                              
|----------------------- |  | ---------------------------------------------
|Leasing Bank            |  | Address                                      
|Blue Ridge Bank, N. A.  |  | 105 King Street, Blacksburg, VA 24060        
|                        | 
|Blue Ridge Bank, N. A.  |  | 325 Spring Street, Wytheville, VA 24382      
|                        | 
|Blue Ridge Bank, N. A.  |  | 370 Arbor Drive, Christiansburg, VA 24073    
|                        | 
|Central National Bank   |  | 3008 Waterlick Road, Lynchburg, VA 24502     
|                        | 
|Central National Bank   |  | 2018 Tate Springs Road, Lynchburg, VA 24501  
|                        | 
|Central National Bank   |  | 1728 Graves Mill Road, Lynchburg, VA 24502   
|                        | 
|Community National Bank |  | 1002 Virginia Avenue, Clarksville, VA 23927  
|                        | 
|Community National Bank |  | 749 East 2ndStreet, Chase City, VA 23924     
|                        | 
|Community National Bank |  | 222 Main Street, South Boston, VA 24592      
|                        | 
|Community National Bank |  | 300 Dabney Drive Ext., Henderson, NC 27536   
|                        | 
|Community National Bank |  | 205 South Bickett Street, Louisburg, NC 27549



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|                             |  |                                                    
|---------------------------- |  | ---------------------------------------------------
|                             | 
|Community National Bank      |  | 823 North Main Street, Roxboro, NC 27573           
|                             | 
|Community National Bank      |  | 302 E. Atlantic Street, South Hill, VA 23970       
|                             | 
|Community National Bank      |  | 4251 North Roxboro Road, Durham, NC 27704          
|                             | 
|First National Bank          |  | 550 Blue Ridge Avenue, Bedford, VA 24523           
|                             | 
|First National Bank          |  | 135 Scruggs Road, Moneta, VA 24121                 
|                             | 
|First National Bank          |  | 9440 Franklin Street, Ferrum, VA 24088             
|                             | 
|First National Bank          |  | 301 Carbon City Road, Morganton, NC 28655          
|                             | 
|First National Bank          |  | 821 4thStreet Drive, SW, Hickory, NC 28602         
|                             | 
|First National Bank          |  | 704 Oak Street, Forest City, NC 28043              
|                             | 
|First National Exchange Bank |  | 721 Blue Ridge Boulevard, Roanoke, VA 24012        
|                             | 
|First National Exchange Bank |  | 3132 Electric Road, Roanoke, VA 24018              
|                             | 
|First National Exchange Bank |  | 8334 Moneta Road, Bedford, VA 24523                
|                             | 
|First National Exchange Bank |  | 2728 Lee Highway South, Troutville, VA 24175       
|                             | 
|First National Exchange Bank |  | 4143 Franklin Road, SW, Roanoke, VA 24014          
|                             | 
|Mountain National Bank       |  | 507 Willow Street, Mt. Airy, NC 27030              
|                             | 
|Mountain National Bank       |  | 345 North Bridge Street, Jonesville, NC 28642      
|                             | 
|Mountain National Bank       |  | 1606 Curtis Bridge Road, Wilkesboro, NC 28697      
|                             | 
|Patrick Henry National Bank  |  | 630 Fagg Drive, Eden, NC 27288                     
|                             | 
|Patrick Henry National Bank  |  | 900 Washington Street, Eden, NC 27288              
|                             | 
|Patrick Henry National Bank  |  | 100 Turner Drive, Reidsville, NC 27320             
|                             | 
|Patrick Henry National Bank  |  | 305 South Main Street, Reidsville, NC 27320        
|                             | 
|Patrick Henry National Bank  |  | 4004 West Wendover Avenue, Greensboro, NC 27407    
|                             | 
|Patrick Henry National Bank  |  | 5715 High Point Road, Greensboro, NC 27407         
|                             | 
|Patriot Bank, N.A.           |  | 70 Chatham Heights Road, Fredericksburg, VA 22405  
|                             | 
|Patriot Bank, N.A.           |  | 55 Worth Avenue, Stafford, VA 22554                
|                             | 
|Patriot Bank, N.A.           |  | 8402 Sudley Road, Manassas, VA 20109               
|                             | 
|Peoples National Bank        |  | 903 South Main Street, Danville, VA 24541          
|                             | 
|Peoples National Bank        |  | 5406 U. S. Highway 29 North, Danville, VA 24527    
|                             | 
|Peoples National Bank        |  | 697 Country Club Drive, Fayetteville, NC 28301     
|                             | 
|Peoples National Bank        |  | 2803 Ward Boulevard, Wilson, NC 27893              
|                             | 
|Peoples National Bank        |  | 123 Rowan Street, Fayetteville, NC 28301           
|                             | 
|Peoples National Bank        |  | 1001 South Horner Road, Sanford, NC 27330          
|                             | 
|Peoples National Bank        |  | 2100 West Arlington Boulevard, Greenville, NC 27834
|                             | 
|Shenandoah National Bank     |  | 75 North Mason Street, Harrisonburg, VA 22802      
|                             | 
|Shenandoah National Bank     |  | 2782 Stuarts Draft Highway, Stuarts Draft, VA 24477

The leasing bank is responsible for all property taxes, insurance and maintenance costs on each
leased office. The Corporation incurs interest and depreciation expenses related to each office as well as other, minimal operating costs.

In addition to
the bank offices, as of December 31, 2003, the Corporation also owned the following properties which it leases to third parties:



|                                 |  |               
|-------------------------------- |  | --------------
|Description                      |  | Location      
|Golden Corral Restaurant         |  | Raleigh, NC   
|West Lake Corner Shopping Center |  | Moneta, VA    
|Blackstone Shopping Center       |  | Blackstone, VA
|Executive Park Office Center     |  | Roanoke, VA   

As of December 31, 2003, management considered all of the Corporations properties to be in good
condition, and maintained adequate insurance on each of these properties.



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

As of March 27, 2004, there were no
material pending legal proceedings to which the Corporation was a party or to which the property of the Corporation was subject.



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

The
2003 Annual Meeting of Shareholders of the Corporation was held on November 5, 2003. A total of 231,878 shares, amounting to 58% of the Corporations outstanding common stock, were represented at the meeting either in person or by proxy.

At the Annual Meeting, the shareholders voted to fix the number of directors of the Corporation at 6, by the votes indicated below.



|                             |  |         |  |         |  |         |  |                
|---------------------------- |  | ------- |  | ------- |  | ------- |  | ---------------
|                             |  | For     |  | Against |  | Abstain |  | Broker Non-Vote
|Fix Number of Directors at 6 |  | 231,272 |  | 295     |  | 311     |  |               

Additionally, the following persons were elected to serve as Directors of the Corporation, to serve until the 2004
Annual Meeting, having received the following votes:



|                         |  |         |  |         
|------------------------ |  | ------- |  | --------
|Name                     |  | For     |  | Withheld
|Worth Harris Carter, Jr. |  | 231,388 |  | 490     
|Robert W. Conner         |  | 231,388 |  | 490     
|William G. Davis         |  | 231,175 |  | 703     
|Charles E. Hall          |  | 231,388 |  | 490     
|Haller G. Prillaman      |  | 231,388 |  | 490     
|R.E. Williams            |  | 231,388 |  | 490     

No other matters were voted on during the meeting.

PART II



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

The Corporation is authorized to issue 400,000 shares of common stock, with no par value. On February 28, 1995, the Corporation distributed 398,244 shares of its common stock to approximately 3,000 shareholders for no consideration. As
of March 31, 2004, the Corporation had approximately 2,800 shareholders of record and 398,244 shares outstanding.



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The Corporation is not aware of any brokerage firms making a market in the Corporations common stock or any
securities professionals following the Corporation, and no public trading market for the stock has developed. Management believes that the consideration for any shares of stock that may have been traded in recent years has been minimal.

The Corporation has not paid dividends since its incorporation and no dividends are anticipated in the foreseeable future.



|ITEM 6. | MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
|------- | ----------------------------------------------------------

The following discussion should be read in conjunction with our Description of Business and our audited financial statements and accompanying notes included elsewhere in this report.

Overview

The primary purpose of the Corporation is to acquire and
develop property for lease as bank offices to the Participating Banks. As of December 31, 2003, the Participating Banks consisted of: Blue Ridge Bank, National Association, Floyd, Virginia; Central National Bank, Lynchburg, Virginia; Community
National Bank, South Boston, Virginia; First National Bank, Rocky Mount, Virginia; First National Exchange Bank, Roanoke, Virginia; Mountain National Bank, Galax, Virginia; Patrick Henry National Bank, Bassett, Virginia; Patriot Bank, National
Association, Fredericksburg, Virginia; Peoples National Bank, Danville, Virginia; and Shenandoah National Bank, Staunton, Virginia.

The selection of sites
and construction of the offices is done by the particular Participating Bank that will lease the particular site to insure the needs of that bank are met. There are, however, no commitments on the part of any Participating Bank to present
prospective office properties to the Corporation nor are there any commitments on the part of the Corporation to accept any prospective office properties offered by any of the Participating Banks. The acquisition and development of property is
financed through loans from various sources. From time to time Participating Banks make loans in connection with the acquisition of a site for another Participating Bank. The Corporation does not, however, seek loans for the acquisition of a given
site from the particular Participating Bank that intends to lease that site. The Corporation also acquires funds for site acquisition and development from banks that are not Participating Banks.

The initial lease terms for a bank office are set to cover all carrying costs of the particular site plus a small amount for the accounting and record keeping costs of
the Corporation. Subsequent lease terms are negotiated between the Participating Bank and the Corporation based on the conditions in the relevant market at that time.

Regardless of the amount of property purchased by the Corporation, the lease with the Participating Bank includes only the portion of the property utilized for the branch. The allocation of costs between the branch
site and other property is based on the relative size and market value of each segment. Any property other than that used for the branch will be developed, leased or sold by the Corporation. Any buildings or other developments on this property will
be compatible with the design of the bank office and consistent with the conduct of the business of banking.

Critical Accounting Policies

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Critical accounting policies are defined as
those that require management to make estimates, judgments and assumptions, giving due consideration to materiality, in certain circumstances that affect amounts reported in the financial statements, and potentially result in
materially different results under



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different conditions and assumptions. The Corporation considers the following accounting policies to be critical policies which involve various
estimation processes: accounting for the acquisition and classification of real estate assets, and accounting for the disposition of real estate assets.

Acquisition and Classification of Real Estate Assets

Substantially all of the Corporations properties are acquired from the
Participating Banks at carrying value. Each acquisition from the Participating Banks is evaluated under SFAS No. 98, Accounting for Leases; Sale-Leaseback Transactions Involving Real Estate; Sales-Type Leases of Real Estate; Definition of
the Lease Term; Initial Direct Costs of Direct Financing Lease, to determine whether the transfer qualifies as an accounting sale from and leaseback to the Participating Bank. Once Management determines that sale leaseback accounting is
appropriate, directly owned and leased assets are classified as real estate held and leased under the operating method, or as net investment in at the inception of a lease, for financial reporting purposes. This classification is based on several
criteria, including financing leases, but not limited to, estimates of the remaining economic life of the leased assets and the calculation of the present value of future minimum rents. The classification criteria are intended to indicate whether
the risks and rewards of ownership are retained by the lessor or substantially transferred to the lessee.

Dispositions and Impairment of Real Estate

Gains and losses on dispositions of real estate are recognized upon sale of the underlying project in accordance with Statement of Financial Accounting
Standards No. 66,Accounting for Sales of Real Estate. The Corporation evaluates each real estate sale transaction to determine if it qualifies for gain recognition under the full accrual method. If the transaction does not
meet the criteria for the full accrual method of profit recognition based on the Corporations assessment, the Corporation accounts for a sale based on an appropriate deferral method determined by the nature and extent of the buyers
investment and the Corporations continuing involvement.

FASB Statement No. 144 Accounting for Impairment of Disposal of Long-Lived
Assets,  requires that long-lived assets held and used by an entity be reviewed for impairment, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. This Statement also specifies
criteria for reclassification and measurement for long-lived assets held for sale.

Properties

The Corporation did not acquire additional properties during 2003. As of December 31, 2003, the Corporation owned 46 offices that were leased to various
Participating Banks under triple net operating leases. The leasing bank is responsible for all property taxes, insurance and maintenance costs on each leased office. The Corporation incurs interest and depreciation expenses related to each office as
well as other, minimal operating costs.

The Corporation also owns the Westlake Corner Shopping Center near Smith Mountain Lake. This center consists of
50,000 square feet of space on 29 acres. The anchor tenants for the center are Food Lion, Revco, and Family Dollar Store. First National Bank, Rocky Mount, Virginia opened an office on a 10 acre tract of this property, on June 5, 1998. The
Corporation also owns a Golden Corral Restaurant in Raleigh, North Carolina.

The Corporation also owns Blackstone Properties L.L.C, a wholly owned
subsidiary. Blackstone Properties owns two properties: a shopping center in Blackstone, Virginia and Executive Office Park, an office complex located in Roanoke, Virginia. The shopping center maintains various retail tenants. Executive Office Park
is an office complex consisting of six separate buildings containing approximately 54,000 square feet of space divided into 28 suites.



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Long-term mortgages payable by the Corporation as of December 31, 2003 and 2002 consisted of the following:



|                                                                                                                                                                                                                                                                                                                                        |  |      |            |   |      |   |            |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | -
|                                                                                                                                                                                                                                                                                                                                        |  | 2003 |            |   | 2002 |  
|Mortgage loan secured by real estate (Lake Shopping Center) and related leases. Monthly payments are $19,403, including principal and interest
at 8.25% at December 31, 2003, with the final payment due in 2012.                                                                                                                       |  | $    | 1,380,132  |   |      | $ | 1,493,957  |  
|Mortgage loan secured by real estate (Lake Shopping Center) and related leases. Monthly payments are $8,418, including principal and interest
at 7.00% as of December 31, 2003, with the final payment in 2011.                                                                                                                         |  |      | 607,770    |   |      |   | 664,082    |  
|Mortgage loan secured by real estate (Blackstone Shopping Center) and related leases. Monthly payments are $20,394, including principal and
interest at 8.5% as of December 31, 2003, with the final payment due in 2018.                                                                                                               |  |      | 2,022,447  |   |      |   | 2,099,012  |  
|Mortgage loan secured by real estate (Golden Corral Restaurant) and related lease. Monthly payments are $16,302, including principal and
interest at 6.0% as of December 31, 2003, with the final payment due in 2004.                                                                                                                  |  |      | 1,494,520  |   |      |   | 1,597,103  |  
|Mortgage loan secured by real estate (office park) and related leases. Monthly payments are $17,444, including principal and interest at
7.00%, with the final payment due in 2006.                                                                                                                                                     |  |      | 2,129,116  |   |      |   | 2,187,184  |  
|Mortgage loans secured by real estate (branch bank facilities) and related leases. Monthly payments at December 31, 2003 are $212,379,
including principal and interest, with the final payments due from 2009 to 2017. Interest rates range from 5.50% to 8.75% at December 31, 2003, and are subject to adjustments at various times. |  |      | 25,340,566 |   |      |   | 25,838,301 |  
|                                                                                                                                                                                                                                                                                                                                        |  |      |            |   |      |   |            |  
|                                                                                                                                                                                                                                                                                                                                        |  |      | 32,974,551 |   |      |   | 33,879,639 |  
|Less current portion                                                                                                                                                                                                                                                                                                                    |  |      | (1,184,899 | ) |      |   | (868,125   | )
|                                                                                                                                                                                                                                                                                                                                        |  |      |            |   |      |   |            |  
|                                                                                                                                                                                                                                                                                                                                        |  | $    | 32,789,652 |   |      | $ | 33,011,514 |  
|                                                                                                                                                                                                                                                                                                                                        |  |      |            |   |      |   |            |  

Operating Results

Net Income.The Corporation generated net income in 2003 of $204,336, or $0.51 per share, compared to net income in 2002 of $233,982, or $0.59 per share and $151,724, or $0.38 for 2001. The decrease of



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$29,646 in 2003 is primarily attributable to no gains recognized on property and a decrease in other income. Lease income, which has historically been the
Corporations principal source of revenue, was $3,919,163 in 2003, a decrease of 0.7% from lease income in 2002 of $3,946,580. In comparison, lease income from year end 2001 to year end 2002 increased $518,972, or 15%. Lease income accounted
for 98% of total income in 2003, 96% in 2002, and 94% in 2001.

The Corporation was a 50% limited partner in Waterlick, L.L.C. This partnership was
dissolved in 2003 and a gain of $86,000 was recognized by the Corporation.

Operating Expenses. Operating expenses for 2003 were $3,666,415 compared
to $3,751,609 for 2002. This decrease of $85,194, or 2%, is due to a decrease in interest expense. Interest and depreciation are the Corporations principal operating expenses. Operating expenses increased from year end 2001 to year end 2002 by
$338,874, or 10%, due to property acquisitions in 2001 and related increases in interest and depreciation expense.

Interest expense fell to $2,564,035 in
2003 from $2,714,012 in 2002, a decrease of $149,977 or 6%. The change is principally due to the sale of properties in 2002 and the related decrease in debt outstanding. In comparison, interest expense rose $217,840, or 22%, from year end 2001 to
year end 2002. This increase was due to the purchase of additional property in 2001.

Depreciation expense increased from $551,346 in 2001 to $674,584 in
2002 and remained flat in 2003. The increase in 2002 was due to the acquisition of property in 2001.

Operating expenses, other than depreciation and
interest, consist largely of amortization, real estate taxes and insurance, repairs and the cost of corporate functions, including legal and accounting fees. These expenses rose to $427,797 in 2003 from $363,013 in 2002, for an increase of $64,784
or 18%. All of the other expenses increased with the exception of amortization expense. These other operating expenses decreased slightly from year end 2001 to year end 2002.

The effective income tax rate was 39.8% in 2003 compared to 37.7% in 2002 and 37.6% in 2001. The increases are due to increases in the state income tax.

Analysis of Financial Condition, Liquidity and Capital Resources

Liquidity describes the ability of a company to
generate sufficient cash flows to meet the cash requirements of business operations. The Corporations main source of liquidity is lease income. Lease income was $3,919,163 in 2003, $3,946,580 in 2002 and $3,427,608 in 2001. Cash outflows
consist of payments for operating expenses, interest expense, income taxes, and mortgage borrowings. The Corporations cash flow from operations was $770,630 for 2003, $957,658 for 2002 and $595,197 in 2001.

As of December 31, 2003, the Corporations other sources of liquidity consist of $79,069 in cash and potential sales proceeds from real estate having an
aggregate book value of approximately $33,721,682 at December 31, 2003. Management believes that its cash flow from operations and these other potential sources of cash will be sufficient to finance current and projected operations.

The Corporation has not paid dividends to its shareholders.

Off-Balance Sheet Arrangements

The Corporation does not have any off-balance sheet arrangements.



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Recent Accounting Pronouncements

The following paragraphs outline several accounting pronouncements that will become effective in future years.

FASB
INTERPRETATION 46

In January 2003, the Financial Accounting Standards Board (FASB) issued Interpretation (FIN) No. 46,
Consolidation of Variable Interest Entities and in December 2003, a revised interpretation was issued (FIN No. 46(R)). In general, a variable interest entity (VIE) is a corporation, partnership, trust, or any other legal
structure used for business purposes that either does not have equity investors with voting rights nor has equity investors providing sufficient financial resources for the entity to support its activities. FIN No. 46(R) requires a VIE to be
consolidated by a company if that company is designated as the primary beneficiary. Generally, the interpretation applies to VIEs created after January 31, 2003, and for all financial statements issued after December 15, 2003, for VIEs in
which an enterprise held a variable interest that it acquired before February 1, 2003. The adoption of this standard did not have a material effect on the financial statements.

FSP 144-1

FASB issued FASB Staff Position
(FSP) 144-1, Determination of Cost Basis for Foreclosed Assets under FASB Statement No. 15, Accounting by Debtors and Creditors for Troubled Debt Restructurings, and the Measurement of Cumulative Losses Previously Recognized
under Paragraph 37 of FASB Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. Under FSP 144-1, the lender is required to measure the foreclosure on a long-lived asset (e.g. real estate) at fair value
less cost to sell on the foreclosure date, which establishes a new cost basis such that any valuation allowance is not retained. Thereafter, the lender would follow the impairment guidance in Statement No. 144, and could not reflect any
recovery in value of the property beyond the cost basis established upon foreclosure of the loan. The adoption of this standard did not have a material effect on the financial statements.



|ITEM 7. | FINANCIAL STATEMENTS.
|------- | ---------------------

The report of the independent
registered public accounting firm and audited financial statements of the Corporation and accompanying notes required by this Item are included in the Corporations Annual Report, which is attached hereto as Exhibit 13 and is incorporated
herein by reference.



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

None.



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

The Corporation maintains a system
of disclosure controls and procedures that is designed to ensure that material information is accumulated and communicated to management, including the Corporations president (who is currently the Corporations principal executive officer
and principal financial officer), as appropriate to allow timely decisions regarding required disclosure. As required, during the preparation of this report, management, with the participation of the Corporations president, evaluated the
effectiveness of the design and operation of the Corporations disclosure controls and procedures. Based on this evaluation, the Corporations president concluded that the Corporations disclosure controls and procedures were not
operating effectively as of the end of the period covered by this report because several reports the Corporation was required to file under the Securities Exchange Act of 1934, as amended (Exchange Act), had not been filed in a timely
manner and others had not been filed. In connection with this evaluation, during the fourth



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quarter of 2005, the Corporation has implemented significant changes to the Corporations reporting processes to ensure that relevant information is
recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC so that the Corporations future periodic and other reports required by the Exchange Act will be filed on time and accurately.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that the Corporations
disclosure controls and procedures will detect or uncover every situation involving the failure of persons within the Corporation to disclose material information otherwise required to be set forth in the Corporations periodic reports.

The Corporations management is also responsible for establishing and maintaining adequate internal control over financial reporting to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. There were no changes in the Corporations
internal control over financial reporting during the fourth quarter of 2003 that materially affected, or were reasonably likely to materially affect, the Corporations internal control over financial reporting. However, as noted above, during
the fourth quarter of 2005, the Corporation implemented significant changes to the Corporations reporting processes to ensure that relevant information is recorded, processed, summarized, and reported within the time periods specified in the
rules and forms of the SEC so that the Corporations periodic and other reports required by the Exchange Act will be filed on time and accurately.



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

None.

PART III



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

The following information is provided as of March 31, 2004.



|                              |  |                |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|----------------------------- |  | -------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Directors Name (Age)          |  | Director Since |  | Principal Occupation During Past Five Years                                                                                                                                                                                                                                                                                                                                                                                                                
|Worth Harris Carter, Jr. (66) |  | 1988           |  | Chairman of the Board and President  Worth Harris Carter, Jr. is also a director and officer of the following companies:  Chairman of the Board of First National Bank since 1976, President since 1986;  Chairman of the Board and President of First National Exchange Bank since 1998;  Chairman of the Board and President of Patrick Henry National Bank since 1977;  Chairman of the Board of Peoples National Bank since 1976, President since 1981;



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|                          |  |      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------------------------- |  | ---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                          |  |      |  | Chairman of the Board of Blue Ridge Bank since 1982;  Chairman of the Board and President of Community National Bank since 1985;  Chairman of the Board and President of Central National Bank since 1996;  Chairman of the Board and President of Mountain National Bank since 1996;  Chairman of the Board and President of Shenandoah National Bank since 1996;  Chairman of the Board and President of Patriot Bank since 1996;  Chairman of the Board and President of Mortgage Company of Virginia since1984;  Chairman of the Board and President of Bank Services Insurance, Inc., since2003;  Chairman of the Board and President of Bank Services of Virginia, Inc. since1984; and 
Manager of Blackstone, L.L.C. since 1998.
|                          |  |     
|Conner, Robert W. (64)    |  | 1995 |  | Robert W. Conner is and has been Clerk of the Circuit Court of Halifax County for more than five years. He has been a Director of Community National Bank, South Boston, Virginia since 1985.
He has served on the Boards of Directors of both Bank Services of Virginia and Mortgage Company of Virginia.                                                                                                                                                                                                                                                                                                                                                                                                                             
|                          |  |     
|Davis, William G. (62)    |  | 1995 |  | William G. Davis is and has been an Attorney at law in the firm of Davis, Davis, Davis & Rice, Rocky Mount, Virginia for more than five years. He has been a Director of First National
Bank, Rocky Mount, Virginia since 1974. He has served on the Boards of Directors of both Bank Services of Virginia and Mortgage Company of Virginia. (Mr. Davis passed away in 2004.)                                                                                                                                                                                                                                                                                                                                                          
|                          |  |     
|Hall, Charles E. (62)     |  | 1995 |  | Charles E. Hall is and has been a Farmer for more than five years. He has served on the Board of Directors for Blue Ridge Bank, N.A. Floyd, Virginia since 1978. He has served on the Boards of
Directors of both Bank Services of Virginia and Mortgage Company of Virginia.                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                          |  |     
|Prillaman, Haller G. (70) |  | 1995 |  | Haller G. Prillaman has been President of Prillaman Brothers, Inc., Martinsville, Virginia for more than five years. He has been a Director for Patrick Henry National Bank, Bassett, Virginia,
since 1976 and has been a Director of Mountain National Bank, Galax, Virginia, since 1996. He has served on the Boards of Directors of both Bank Services of Virginia and Mortgage Company of Virginia.                                                                                                                                                                                                                                                                                                                                



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|                     |  |      |  |                                                                                                                                                                                                                                                                                                                                                                                                     
|-------------------- |  | ---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Williams, R. E. (69) |  | 1995 |  | R. E. Williams is retired. Previously he was President of Dry Fork Milling Company, Inc., Danville, Virginia for more than five years. He has also served as a Director of Central National
Bank, Lynchburg, Virginia, since 1996 and of Patriot Bank, National Association since 1996. He has served on the Boards of Directors of both Bank Services of Virginia and Mortgage Company of Virginia.

Executive Officers

Mr. Carter, who is discussed above, is the Corporations only executive officer.

There are no family relationships between any director or executive officer of the Corporation; nor is the Board of Directors aware of any involvement in legal
proceedings that would be material to an evaluation of the ability or integrity of any director or executive officer.

Code of Ethics

The Corporation has not adopted a Code of Ethics for its directors, executives and employees, primarily because management of the Corporation
believes and understands that our officers and directors adhere to and follow ethical standards without the necessity of a written policy. The Corporations Board of Directors will revisit this issue in the future to determine if adoption of a
code of ethics is appropriate. In the meantime, the Corporations management requires and promotes honest and ethical conduct, full and fair disclosure in its reports to the SEC, and compliance with applicable governmental laws and regulations.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) does not apply to the Corporations directors, executive officers or 10% beneficial owners because the Corporations common stock is not registered under Section 12 of the Exchange
Act.

Audit Committee

The entire Board of
Directors functions as the Corporations Audit Committee and in this capacity met one time in 2003. All of the Corporations directors, with the exception of Chairman of the Board and President Carter, are independent for the
purposes of the NASDAQ listing standards. The Board has not adopted a written charter setting forth the responsibilities and authority of the Board in its capacity as the Audit Committee. Although Mr. Carter is not independent under the NASDAQ
listing standards, the Board has determined that Mr. Carter possesses the knowledge and experience required to be considered an audit committee financial expert. The Board of Directors believes that all of the Corporations directors
possess the financial knowledge and expertise necessary to protect the Corporations shareholders in performing the functions of the Audit Committee.



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|ITEM 10. | EXECUTIVE COMPENSATION.
|-------- | -----------------------

The following information is provided as of December 31, 2003.

Executive Compensation

The Corporation does not have any paid employees or directors. All of its accounting, other professional services, record keeping and other operational needs will be met
by other organizations on a fee-for-service basis. It is contemplated that such fees will be based on time expended plus reimbursable expenses. It is anticipated that such costs and expenses will be covered by the lease payments from the lease of
the bank branches. At the present time, Bank Services of Virginia, Inc., provides these services. Bank Services of Virginia, Inc. is a bank service corporation equally owned by the Participating Banks that currently provides various bookkeeping and
related services to the Participating Banks.

The Corporation does not have any equity compensation plans or employment or
change in control agreements.

Mr. Worth Harris Carter, Jr., Chairman of the Board and President, serves as the Chief Executive Officer of the
Corporation.

Director Compensation

The Directors receive no compensation for Board service or for committee meetings attended.



|ITEM 11. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
|-------- | -----------------------------------------------------------------------------------------------

The following table shows as of December 31, 2003, the beneficial ownership of the Corporations common stock of each director, the executive officer identified
in the Summary Compensation Table and the Corporations directors and executive officers as a group. To the Corporations knowledge, Mr. Carter is the Corporations only shareholder beneficially holding more than 5% of the
Corporations outstanding common stock. As of December 31, 2003, the Corporations directors and executive officers as a group, beneficially owned 55,756 shares or 14% of the Corporations outstanding common stock.



|                                                           |  |                                                    |  |                                   
|---------------------------------------------------------- |  | -------------------------------------------------- |  | ----------------------------------
|Name                                                       |  | Amount and Nature ofBeneficial Ownership
(1)(2)(3) |  | Percent of CommonStock Outstanding
|Worth Harris Carter, Jr.                                   |  | 47,605(4)                                          |  | 11.95%                            
|Robert W. Conner                                           |  | 1,119(5)                                           |  | 0.28%                             
|William G. Davis                                           |  | 2,271(6)                                           |  | 0.41%                             
|Charles E. Hall                                            |  | 135                                                |  | 0.03%                             
|Haller G. Prillaman                                        |  | 3,470                                              |  | 0.87%                             
|R.E. Williams                                              |  | 1,156                                              |  | 0.29%                             
|All Directors and Executive Officer as a Group (6 persons) |  | 55,756                                             |  | 14%                               

---

|(1) | For purposes of this table, beneficial ownership has been determined in accordance with the provisions of Rule 13d-3 of the Securities Exchange Act of 1934 under which, in general,
a person is deemed to be the beneficial owner of a security if he has or shares the power to vote or direct the voting of the security or the power to dispose of or direct the disposition of the security, or if he has the right to acquire beneficial
ownership of the security within sixty days.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Includes shares held by affiliated corporations, spouses, minor or dependent children, relatives sharing the individuals home, and shares held as custodian or trustee.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|(3) | Unless otherwise indicated, the shares listed in the table represent sole voting and investment power.
|--- | ------------------------------------------------------------------------------------------------------



|(4) | Includes the following shares with respect to which Mr. Carter is deemed to be the beneficial owner: 4,220 shares held by Mr. Carter as custodian, 2,519 shares held by
Mr. Carters family members, and 538 shares held by C & C Realty, Inc., of which Mr. Carter is President and a 50% owner.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(5) | Includes the following shares with respect to which Mr. Conner is deemed to be the beneficial owner: 219 shares held by Mr. Conners family members.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------



|(6) | Includes 232 shares held by family members over which Mr. Davis is deemed to have investment powers.
|--- | ----------------------------------------------------------------------------------------------------

The Corporation knows of no arrangements, including any pledge by any person of securities of the Corporation, which may at a subsequent date result in a change in
control of the Corporation.

Equity Compensation Plans.No disclosure regarding equity compensation plans has been provided because the Corporation
does not have any outstanding equity compensation plans or arrangements that would be covered by Item 201(d) of Regulation S-B.



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

The
information provided in Note 8 of the financial statements accompanying this report is incorporated herein by reference.



|ITEM 13. | EXHIBITS.
|-------- | ---------

The following
exhibits are filed as part of this Form 10-KSB:

Exhibits:



|    |  |                                                                                                                                                 
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------
|3.1 |  | Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Form SB-2 filed with the SEC on June 16, 1993)                           
|    | 
|3.2 |  | Bylaws (incorporated by reference to Exhibit 3.2 to Form SB-2 filed with the SEC on June 16, 1993)                                              
|    | 
|13  |  | Portion of 2003 Annual Report to Shareholders                                                                                                   
|    | 
|21  |  | Subsidiaries (incorporated by reference to Exhibit 21 to Form 10-KSB, for the period ended December 31, 2000, filed with the SEC on May 5, 2006)
|    | 
|31  |  | Certification by principal executive officer and principal financial officer pursuant to Rule 13a-14(a)                                         
|    | 
|32  |  | Certification of principal executive officer and principal financial officer pursuant to 18 U.S.C. § 1350                                       



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

The following table
presents the fees for professional audit services rendered by Goodman & Company, L.L.P. for the audit of the Corporations annual financial statements for the years ended December 31, 2003 and December 31, 2002 and fees
billed for other services rendered by Goodman & Company during those periods. All services reflected in the following fee table for 2003 and 2002 were pre-approved, respectively, in accordance with the policy of the Board of Directors.



|                   |  |                         |        |      |   |       
|------------------ |  | ----------------------- | ------ | ---- | - | ------
|                   |  | Year Ended December 31,
|                   |  | 2003                    |        | 2002
|Audit fees1        |  | $                       | 12,905 |      | $ | 13,372
|Audit-related fees |  |                         |       |      |   |      
|Tax fees2          |  |                         | 1,595  |      |   | 1,653 
|All other fees     |  |                         |       |      |   |      
|                   |  |                         |        |      |   |       
|Total Fees         |  | $                       | 14,500 |      | $ | 15,025
|                   |  |                         |        |      |   |       



|1 | Audit fees consist of audit and review services, consents and review of documents to be filed with the SEC.
|- | -----------------------------------------------------------------------------------------------------------



|2 | Tax fees consist of preparation of federal and state tax returns and consultation concerning tax compliance issues.
|- | -------------------------------------------------------------------------------------------------------------------

In its capacity as the Audit Committee, the Board of Directors considered the compatibility of the non-audit-related services performed by and fees paid to
Goodman & Company in 2003 and the proposed non-audit-related services and proposed fees for 2004 and determined that such services and fees are compatible with the independence of Goodman & Company as the Corporations
independent auditors.

Also in its capacity as the Audit Committee, the Board of Directors pre-approves all audit (including audit-related) and permitted
non-audit services to be performed by the independent auditors. The Board of Directors annually approves the scope and fee estimates for the year-end audit to be performed by the Corporations independent auditors for the fiscal year. With
respect to other permitted services, the Board of Directors pre-approves specific engagements, projects and categories of services on a fiscal year basis, subject to individual project and annual maximums.



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SIGNATURES

In accordance with the requirements of Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                  |  |  |  |                                                                                      
|----------------- |  |  |  | -------------------------------------------------------------------------------------
|                  |  |  |  | BANK BUILDING CORPORATION                                                            
|                  |  | 
|Date: May 1, 2006 |  |  |  | /s/ Worth Harris Carter, Jr.                                                         
|                  |  |  |  | Worth Harris Carter, Jr.                                                             
|                  |  |  |  | Chairman of the Board, President, Chief Executive Officer and Chief Financial Officer

In accordance with the Exchange Act, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.

|                                                      |  |                                                                                                                                                                   |  |            
|----------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------
|Signature                                             |  | Capacity                                                                                                                                                          |  | Date       
|                                                      |  |                                                                                                                                                                  
|/s/ Worth Harris Carter, Jr. Worth
Harris Carter, Jr. |  | Chairman of the Board, President, Chief Executive Officer and Chief Financial Officer (principal executive, principal financial and principal accounting officer) |  | May 1, 2006



|                                            |  |          |  |            
|------------------------------------------- |  | -------- |  | -----------
|/s/ Robert W. Conner Robert W.
Conner       |  | Director |  | May 1, 2006
|                                            |  |         
|/s/ Charles E Hall Charles E.
Hall          |  | Director |  | May 1, 2006
|                                            |  |         
|/s/ Haller G. Prillaman Haller G.
Prillaman |  | Director |  | May 1, 2006
|                                            |  |         
|/s/ R. E. Williams R.E.
Williams            |  | Director |  | May 1, 2006



18