U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



FORM 10-KSB/A



ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934



For the Fiscal Year Ended December 31,
2004.                                    Commission File
No. 1-14081



YADKIN VALLEY COMPANY

(Name of small business issurer in its charter)



|                                                               |  |                                 
|-------------------------------------------------------------- |  | --------------------------------
|North Carolina                                                 |  | 56-1249566                      
|(State or other jurisdiction of incorporation or organization) |  | (IRS EmployerIdentification No.)



|                                                    |  |           
|--------------------------------------------------- |  | ----------
|Post Office Box 18747 Raleigh, North Carolina 27619 |  | 27619     
|(Address of Principal Executive Offices)            |  | (Zip Code)



(919) 716-2266

(Registrants Telephone Number including area code)



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



Securities registered under Section 12(b) of the Act : Common stock, $1.00 par value per share

(Title of Class)



Check whether the issuer (1) has 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  X        No



Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to the best of 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



Registrants revenue for its most recent fiscal year was: $237,248.



On March 8, 2005, the aggregate market value of the voting and non-voting common equity held by nonaffiliates (computed by reference to the price at
which the common equity was sold, or the average bid and asked price of such common equity) was $3,481,657.



On December 31, 2004, the number of outstanding shares of Registrants common stock was 180,700.



Documents Incorporated by Reference



Portions of Registrants Annual Report to Shareholders for the year ended
December 31, 2004 are incorporated herein in Part II.



Portions of Registrants definitive Proxy Statement dated March 25, 2005, are incorporated herein in Part III.



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Explanatory Note



This Amendment to the Annual Report on Form 10-KSB/A for the year ended December 31, 2004 is being filed in response to comments
received from the Securities and Exchange Commission in connection with its review of the Registrants filed reports. Among other revisions, this amendment changes the values at which certain investment securities are recorded in the
Registrants consolidated financial statements. Those investment securities consist of equity securities which do not have readily determinable fair values and previously were carried at the lower of the cost or fair value. The change is to
carry those securities at their fair value as required by U.S. generally accepted accounting principles. The impact of the change is to increase the values at which the investment securities are reflected in the consolidated financial statements,
and to increase total assets, deferred income taxes and accumulated other comprehensive income. The change does not have an impact on previously reported earnings. Additionally, this report is amended to remove the Unaudited designation
from Note 5 and provide additional detail about the Companys life reserve methodology. See Note 2 to the Companys consolidated financial statements for additional discussion.



1



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PART I



Item 1. Description of Business.



Yadkin Valley Company (the Registrant) was incorporated under the laws of North Carolina during 1979. Its primary activity is the ownership of
all the outstanding capital stock, and serving as the parent holding company, of Yadkin Valley Life Insurance Company (Yadkin Valley Life) which is incorporated under the laws of Arizona and is engaged in the business of reinsuring
credit life insurance policies.



Yadkin Valley Lifes
reinsurance activities currently are limited to assuming risks associated with credit life insurance policies (credit life policies), up to a maximum risk of $25,000 on any one insured, issued only by Triangle Life Insurance Company,
Raleigh, North Carolina (Triangle Life), and sold only in North Carolina by Southern Bank and Trust Company, Mount Olive, North Carolina (Southern), The Fidelity Bank, Fuquay-Varina, North Carolina (Fidelity) and
The Heritage Bank, Lucama, North Carolina (Heritage). Triangle Life is a wholly owned subsidiary of First-Citizens Bank & Trust Company, Raleigh, North Carolina (FCB). Registrant is affiliated with Southern,
Fidelity, Heritage and FCB through certain common control relationships. See Item 12. Certain Relationships and Related Transactions. In consideration of its assumption of risk, Yadkin Valley Life receives a portion of the premium income
on policies it reinsures, less the amount of claims paid.



Southern, Fidelity and Heritage sell credit life policies pursuant to insurance contracts between them and Triangle Life and pursuant to which they each receive commissions from Triangle Life on policies sold. These policies provide life
insurance coverage, subject to the amount, age and other limitations specified in the insurance contracts. The policies are written on the lives of customers of Southern, Fidelity and Heritage in connection with various extensions of credit to those
customers, including consumer and commercial loans (installment and term), overdraft and equity lines of credit, and credit card accounts. Yadkin Valley Life, pursuant to a Reinsurance Agreement between it and Triangle Life, reinsures certain of
these policies. The Reinsurance Agreement provides that Triangle Life will automatically cede to Yadkin Valley Life, and Yadkin Valley Life will accept from Triangle Life, 100% of the rights, obligations, liabilities and risks on credit life
policies up to a maximum of $25,000 of insurance in force on any one life. At December 31, 2004 and December 31, 2003, respectively, there were 1,862 and 2,573 policies in force which were reinsured by Yadkin Valley Life.



Yadkin Valley Lifes revenues are derived primarily from premium income
received in connection with the reinsurance of credit life insurance and income on its investments. On a monthly basis, Triangle Life pays to Yadkin Valley Life, on a net basis, 100% of the amount of premiums on reinsured credit life policies
written, less the amount of reinsurance commissions owed by Yadkin Valley Life pursuant to the Reinsurance Agreement. Reinsurance commissions are equal to 5% of the gross premiums received on the reinsured policies, plus the amount of
all (i) premium taxes and regulatory charges which Triangle Life is required to pay on such policies, (ii) all commissions or service fees, including any contingent compensation or other compensation, paid to creditors or
agents with respect to such policies, and (iii) all guaranty association assessments or payments attributable to such policies.



Southern, Fidelity and Heritage report claims on policies reinsured by Yadkin Valley Life to Triangle Life as they arise and those claims are investigated
and paid by the claims department of Triangle Life. Yadkin Valley Life reimburses Triangle Life monthly for claims paid up to the limits of its risk. Yadkin Valley Life maintains a reserve for claims, the amount of which is set and changed from time
to time by management. The reserve is reviewed annually by a certified consulting actuary and adjusted based on industry standard methodologies.



2



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Neither Registrant nor Yadkin Valley Life employs any personnel. Subject to the supervision and control
of Registrants Board of Directors, all managerial, administrative and operational services necessary in carrying on Registrants insurance holding company business and Yadkin Valley Lifes reinsurance business are provided to
Registrant and Yadkin Valley Life by American Guaranty Insurance Company, Raleigh, North Carolina (American Guaranty), pursuant to Administration Agreements (the Agreements). American Guaranty is a wholly owned subsidiary of
First Citizens BancShares Inc. (BancShares), Raleigh, North Carolina. See Item 12. Certain Relationships and Related Transactions.



Registrant is not significantly affected by competition in that Yadkin Valley Life does not seek to reinsure policies issued by any insurer other than
Triangle Life or sold by any other creditors. Also, premium rates for credit life insurance sold in North Carolina are the prima facie rates promulgated by the North Carolina Department of Insurance, and regulation of the terms of credit life
insurance policies results in the policies offered by various issuers being substantially the same. The volume of Yadkin Valley Lifes business does vary from year to year based on the volume of loans originated by the banks that are eligible
for credit life insurance and the amount of those loans on which the banks are able to write insurance. However, historically, Yadkin Valley Lifes reinsurance business has not demonstrated any seasonality nor dependency on a few purchasers of
policies. Yadkin Valley Life does depend on sales of credit life policies by Fidelity, Heritage and Southern for all of its business.



In addition to its investment in its subsidiary, Yadkin Valley Life, a substantial amount of Registrants assets are represented by investments it
holds in equity securities of (i) BancShares; (ii) First Citizens Bancorporation, Inc. (Bancorporation, a bank holding company headquartered in Columbia, South Carolina); and (iii) Heritage BancShares,
Inc. See Item 12. Certain Relationships and Related Transactions. These investments were made by Registrant beginning in 1986 and are deemed by Registrants management and directors to be prudent and sound investments for
Registrant. The following table lists the aggregate amounts of each of these investments, and the percentages of Registrants total consolidated assets represented by each such amount, at the dates indicated.



|                         |  |              |            |   |             |   |        |   |            |  |      |  
|------------------------ |  | ------------ | ---------- | - | ----------- | - | ------ | - | ---------- |  | ---- | -
|                         |  | At 12/31/ 04 |            |   | At 12/31/03 |  
|                         |  | Amount       |            | % |             |   | Amount |   | %          | 
|BancShares               |  | $            | 3,071,647  |   | 12.7        | % |        | $ | 2,502,623  |  | 10.7 | %
|Bancorporation           |  |              | 20,592,206 |   | 85.0        |   |        |   | 20,396,091 |  | 87.1 |  
|Heritage BancShares, Inc |  |              | 555,075    |   | 2.3         |   |        |   | 518,069    |  | 2.2  |  



Registrant and Yadkin
Valley Life have three officers, none of whom are compensated for their services as such. See Item 9. Directors, Executive Officers, Promoters and Control Persons.



Item 2. Description of Property.



Registrant and Yadkin Valley Life own no properties. Their offices are located at the offices of American Guaranty which provides Registrant with certain
managerial, administrative and operational services. See Item 12. Certain Relationships and Related Transactions below.



Item 3. Legal Proceedings



At December 31, 2004, Registrant was not a party to any legal proceedings that are expected to have a material effect on its financial condition or
results of operation.



3



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Item 4. Submission of Matters to a Vote of Security Holders.



Not applicable.



PART II



Item 5. Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities



Market and other information regarding Registrants
outstanding common stock are incorporated herein by reference to page 6 (under the Caption Market for Common Equity and Related Stockholders Matters) of Registrants 2004 Annual Report to Shareholders.



Registrant did not sell any equity securities during 2004. During the fourth
quarter of 2004, Registrant repurchased shares of its outstanding equity securities as described in the following table.



|                                      |  |                                          |  |                                  |       |                                                                                    |     |                                                                                 |    
|------------------------------------- |  | ---------------------------------------- |  | -------------------------------- | ----- | ---------------------------------------------------------------------------------- | --- | ------------------------------------------------------------------------------- | ---
|ISSUER PURCHASES OF EQUITY SECURITIES
|Period                                |  | (a) Total number of shares purchased (1) |  | (b) Average price paid per share |       | (c) Total number of sharespurchased as part ofpublicly announced plans or programs |     | (d) Maximum number ofshares that may yet bepurchase under the plans or programs
|Month #1: 10/01/04 through 10/31/04   |  | 7                                        |  | $                                | 53.00 |                                                                                    | -0- |                                                                                 | -0-
|Month #2: 11/01/04 through 11/30/04   |  | -0-                                      |  |                                  | N/A   |                                                                                    | -0- |                                                                                 | -0-
|Month #3: 12/01/04 through 12/31/04   |  | -0-                                      |  |                                  | N/A   |                                                                                    | -0- |                                                                                 | -0-
|Total                                 |  | 7                                        |  | $                                | 53.00 |                                                                                    | -0- |                                                                                 | -0-

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|(1) | One purchase of seven shares was made in a private, unsolicited transaction directly with the estate of a shareholder.
|--- | ----------------------------------------------------------------------------------------------------------------------



Item 6. Managements Discussion and Analysis or Plan of Operation.



Managements Discussion and Analysis of Financial
Condition and Results of Operation are incorporated herein by reference to pages 4 through 6 of Registrants 2004 Annual Report to Shareholders.



Item 7. Financial Statements.



Registrants audited financial statements are incorporated herein by reference to pages 8 through 25 of Registrants 2004 Annual Report to
Shareholders.



Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosures.



Not applicable.



Item 8(A). Controls and Procedures



Registrants original Annual Report on Form 10-KSB for the year ended
December 31, 2004 (the Original Report) indicated that Registrants Chief Executive Officer, who also serves as Registrants Chief Financial Officer, had concluded that, as of the end of the period covered by the Original
Report, Registrants disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act), were effective in enabling Registrant to record,
process, summarize and report in a timely manner the information required to be disclosed in reports Registrant files under the Exchange Act.



Subsequently, on August 24, 2005, Registrant received notification by the Division of Corporation Finance of the Securities and Exchange Commission
(SEC) of comments and questions regarding Registrants method of determining the values of certain non-marketable equity securities as reported in its consolidated financial statements. Following discussions between
Registrants management, Registrants current and former independent public accountants, and the SEC staff, Registrant determined that its method of valuing those non-marketable equity securities was not consistent with accounting
principles generally accepted in the United States.



4



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As a result, on September 8, 2005, Registrants Board of Directors concluded that
Registrants previously issued consolidated financial statements for the fiscal years ended December 31, 2004 and 2003, and the quarterly periods ended March 31, 2005 and June 30, 2005, should be restated and no longer should be
relied upon.



In connection with the restatement and
preparation of this Form 10-KSB/A, Registrants Chief Executive Officer carried out another evaluation of the effectiveness of the design and operation of Registrants disclosure controls and procedures. Based upon that evaluation,
Registrants Chief Executive Officer concluded that, as discussed below, a change should be made in Registrants disclosure controls and procedures to ensure that the information required to be disclosed in reports Registrant files under
the Exchange Act is recorded, processed, summarized and reported in a timely manner.



Internal Control over Financial Reporting



As
discussed more fully elsewhere in this Form 10-KSB/A, as a result of comments received from the SEC following its review of the Original Report, Registrant determined that its method of determining the values of certain non-marketable equity
securities reported in its consolidated financial statements was not consistent with accounting principles generally accepted in the United States and that it should restate its consolidated financial statements contained in its previous filings.
Based on the definition of material weakness in the Public Company Accounting Oversight Boards Auditing Standard No. 2, An Audit of Internal Control Over Financial Reporting Performed in Conjunction With an Audit of
Financial Statements, restatement of financial statements in prior filings with the SEC is an indicator of the existence of a material weakness in the design or operation of internal control over financial reporting. Registrant has
conducted a review of its accounting methods related to the valuation of equity securities and has modified its method of accounting for non marketable equity securities in accordance with accounting principles generally accepted in the United
States. Registrant believes that these remedial steps have corrected the material weakness in internal control over financial reporting described above.



Registrant will continue to evaluate its internal control over financial reporting on a regular basis and, if problems or deficiencies are identified
during the course of those evaluations, Registrant will consider what revision, improvement and/or correction is needed in order to ensure that its internal control over financial reporting is effective.



Item 8(B). Other Information



Subsequent to December 31, 2004 and prior to the filing of this Amended
Form 10-KSB/A, First Citizens Bancorporation, Inc., Columbia, South Carolina announced its intentions to pursue voluntary de-registration with the Securities and Exchange Commission. The announcement stated that record holders of 170 and fewer
voting common stock would receive $735.00 in cash for each voting common stock. This announcement is expected to have a material impact on the fair market value of these securities and the non marketable equity securities of Bancorporation in
subsequent reporting periods. Using this fair value would increase investments in equity securities by $8,236,882 and increase other comprehensive income by $5,024,498 from the December 31, 2004 values. At the time of this filing the stock was
still trading at a discount to this repurchase price.



Subsequent to
December 31, 2004, and prior to the filing of this Amended Form 10-KSB/A, Registrant filed an 8-K with the Securities and Exchange Commission in which it announced its intentions to pursue voluntary de-registration by means of a reverse
stock-split. Shareholders will receive 1 share for each 50 shares held immediately prior to the reverse stock-split. In lieu of fractional shares, shareholders will receive $78.00 in cash for each pre-split share comprising a fraction of a newly
issued share.



5



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PART III



Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act.



Directors and Executive Officers:Information regarding
Registrants directors and executive officers is incorporated herein by reference from page 3 (under the caption, Proposal 1: Election of Directors) and page 5 (under the caption Executive Officers) of Registrants
definitive Proxy Statement dated March 25, 2005.



Audit
Committee Financial Expert:Rules recently adopted by the Securities and Exchange Commission (the SEC) require that Registrant disclose whether its Board of Directors has determined that its Audit Committee includes a member who
qualifies as an audit committee financial expert as that term is defined in the SECs rules. To qualify as an audit committee expert under the SECs rules, a person must have a relatively high level of accounting and financial
knowledge or expertise which he or she has acquired through specialized education or training or through experience in certain types of positions. Because Registrants Board of Directors includes only three directors, the Board itself performs
the functions that would be performed by an audit committee, and the Board has not appointed a separate audit committee. Registrant currently does not have a director who the Board believes could be considered an audit committee financial expert.
The Board believes that small companies such as Registrant will find it difficult to locate persons with the specialized knowledge and experience needed to qualify as an audit committee financial expert who are willing to serve as directors without
being compensated at relatively high levels. Moreover, the Board believes that, because Registrant does not pay any compensation to its directors, it will be especially difficult for Registrant to have a director who qualifies as an audit committee
financial expert. Registrants current directors have a level of financial knowledge and experience that the Board believes is sufficient for a company the size of Registrant that, like Registrant, does not engage in a wide variety of business
activities and, for that reason, the ability to qualify as an audit committee financial expert will not be the primary criteria in the Boards selection of candidates to become new directors.



Compliance with Section 16(a) of the Securities Exchange Act of 1934:Information regarding compliance by Registrants directors, executive officers and principal shareholders with the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 is incorporated by reference to page 3
(under the caption Section 16(a) Beneficial Ownership Reporting Compliance) of Registrants definitive Proxy Statement dated March 25, 2005.



Code of Ethics: Registrants Board of Directors has adopted a Code of Ethics that applies to its directors and
to all its officers, including without limitation its principal executive officer and principal financial officer. A copy of Registrants Code of Ethics will be provided without charge to any person upon request. Requests for copies should be
directed by mail to Corporate Secretary, Yadkin Valley Company, Post Office 18747, Raleigh, North Carolina 27619.



Procedures for Shareholders Recommendation of Candidates. Shareholders who wish to recommend candidates to Registrants Board of
Directors for selection as nominees for election as directors should send their recommendations in writing to Registrants Corporate Secretary at Registrants office in Raleigh, North Carolina. Recommendations with respect
to the Boards selection of nominees for a particular Annual Meeting should be sent so that they are received them not later than the 120th day prior to the first anniversary of the date that Registrants proxy statement was
first mailed to shareholders in conjunction with Registrants preceding years Annual Meeting. The Board of Directors has not established any other specific procedures for submitting those recommendations.



6



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Item 10. Executive Compensation



Director Compensation:Registrants directors receive no fees or other compensation for their services as
directors.



Executive Compensation:Registrant has no
employees, and its officers receive no salary or other compensation or benefits for their services as officers.



Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters



Information regarding the beneficial ownership of Registrants common
stock by its directors, executive officers and principal shareholders is incorporated herein by reference to pages 2 and 3 (under the caption Beneficial Ownership of Securities) of Registrants definitive Proxy Statement dated
March 25, 2005.



Item 12. Certain Relationships and Related
Transactions.



Information regarding transactions between
Registrant and its directors, executive officers, principal shareholders and their related interest is incorporated herein by reference to page 5 and 6 (under the caption Transactions with Related Parties) of Registrants definitive
Proxy Statement dated March 25, 2005.



Item 13. Exhibits



The following exhibits are filed herewith or incorporated
herein by reference as part of this Report.



|              |  |                                                                                                                                                                                                        
|------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                            
|3.1           |  | Registrants Restated Articles of Incorporation (incorporated herein by reference to Registrants Registration Statement on Form 10-KSB)                                                               
|              | 
|3.2           |  | Registrants Bylaws (incorporated herein by reference to Registrants Registration Statement on Form 10-KSB)                                                                                           
|              | 
|10.1          |  | Administration Agreement between Registrant and American Guaranty Insurance Company (incorporated herein by reference to Registrants Registration Statement on Form 10-KSB)                           
|              | 
|10.2          |  | Administration Agreement between Yadkin Valley Life and American Guaranty Insurance Company (incorporated herein by reference to Amendment No. 1 to Registrants Registration Statement on
Form 10-KSB)
|              | 
|10.3          |  | Reinsurance Agreement between Yadkin Valley Life and Triangle Life Insurance Company (incorporated herein by reference to Amendment No. 1 to Registrants Registration Statement on Form
10-KSB)       
|              | 
|13            |  | Registrants 2004 Annual Report to Shareholders (filed herewith)                                                                                                                                       
|              | 
|21            |  | Subsidiaries of Registrant (incorporated herein by reference to Registrants Registration Statement on Form 10-KSB)                                                                                    



7



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|     |  |                                                                                                                                           
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------
|31.1 |  | Certification of Registrants Principal Executive Officer pursuant to Rule 13a-14(a) (filed herewith)                                     
|     | 
|31.2 |  | Certification of Registrants Chief Financial Officer pursuant to Rule 13a-14(a) (filed herewith)                                         
|     | 
|32   |  | Certification of Registrants Chief Financial Officer pursuant to 18 U. S. C. Section 1350 (filed herewith)                               
|     | 
|99   |  | Registrants definitive Proxy Statement dated March 25, 2005 as filed with the Securities and Exchange Commission (being filed separately)



Item 14. Principal Accountant
Fees and Services



Information regarding services provided
to Registrant by its independent accountants is incorporated by reference from pages 6 and 7 (under the captions Appointment of Independent Accountants and Services and Fees During 2004) of Registrants definitive Proxy
Statement dated March 25, 2005.



SIGNATURES



In accordance with Section 13 or 15(d) of the
Securities Exchange Act of 1934, Registrant caused this Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized.



|                        |  |                       |  |                          
|----------------------- |  | --------------------- |  | -------------------------
|                        |  | YADKIN VALLEY COMPANY
|                        |  |                      
|Date: December 29, 2005 |  | By:                   |  | /s/ David S. Perry       
|                        |  |                       |  | David S. Perry, President



In accordance with
Section 13 or 15(d) of the Securities and Exchange Act of 1934, this Amendment No. 1 has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.



|                                             |  |                                                                                 |  |                  
|-------------------------------------------- |  | ------------------------------------------------------------------------------- |  | -----------------
|Signature                                    |  | Title                                                                           |  | Date             
|/s/ David S. PerryDavid S. Perry             |  | President, Treasurer and Director (chief executive and chief financial officer) |  | December 29, 2005
|                                             |  |                                                                                
|/s/ Denton F. Lee, Jr.Denton F. Lee, Jr.     |  | Vice President, Secretary and Director                                          |  | December 29, 2005
|                                             |  |                                                                                
|/s/ Hope Holding ConnellHope Holding Connell |  | Director                                                                        |  | December 29, 2005



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EXHIBIT INDEX



|              |  |                                                                                                                                                                                                        
|------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                            
|3.1           |  | Registrants Restated Articles of Incorporation (incorporated herein by reference to Registrants Registration Statement on Form 10-KSB)                                                               
|              | 
|3.2           |  | Registrants Bylaws (incorporated herein by reference to Registrants Registration Statement on Form 10-KSB)                                                                                           
|              | 
|10.1          |  | Administration Agreement between Registrant and American Guaranty Insurance Company (incorporated herein by reference Registrants Registration Statement on Form 10-KSB)                              
|              | 
|10.2          |  | Administration Agreement between Yadkin Valley Life and American Guaranty Insurance Company (incorporated herein by reference to Amendment No. 1 to Registrants Registration Statement on
Form 10-KSB)
|              | 
|10.3          |  | Reinsurance Agreement between Yadkin Valley Life and Triangle Life Insurance Company (incorporated herein by reference to Amendment No. 1 to Registrants Registration Statement on Form
10-KSB)       
|              | 
|13            |  | Registrants 2004 Annual Report to Shareholders (filed herewith)                                                                                                                                       
|              | 
|21            |  | Subsidiaries of Registrant (incorporated herein by reference to Registrants Registration Statement on Form 10-KSB)                                                                                    
|              | 
|31.1          |  | Certification of Registrants Principal Executive Officer pursuant to Rule 13a-14(a) (filed herewith)                                                                                                  
|              | 
|31.2          |  | Certification of Registrants Chief Financial Officer pursuant to Rule 13a-14(a) (filed herewith)                                                                                                      
|              | 
|32            |  | Certification of Registrants Chief Financial Officer pursuant to 18 U. S. C. Section 1350 (filed herewith)                                                                                            
|              | 
|99            |  | Registrants definitive Proxy Statement dated March 25, 2005 as filed with the Securities and Exchange Commission (being filed separately)                                                             



9