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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                   FORM 10-KSB

(MARK ONE)

 X   Annual Report under Section 13 or 15(d) of the Securities Exchange Act of
---  1934
     For the fiscal year ended December 31, 2003

     OR

     Transition Report under Section 13 or 15(d) of the Securities Exchange Act
     of 1934
               For the transition period from ________ to ________

                        Commission file number 333-53536

                          Georgian Bancorporation, Inc.
                          -----------------------------
                 (Name of Small Business Issuer in Its Charter)


                 Georgia                                     58-2531498
        -----------------------                          ------------------
      (State or other Jurisdiction               (I.R.S. Employer Identification
    of Incorporation or Organization)                           No.)


          3270 Florence Road
        Powder Springs, Georgia                                30127
        -----------------------                              ----------
(Address of Principal Executive Offices)                     (Zip Code)


                                 (770) 943-1400
                            ------------------------
                 Issuer's Telephone Number, Including Area Code

       Securities registered pursuant to Section 12(b) of the Act:  None.
       Securities registered pursuant to Section 12(g) of the Act:  None.

     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  past  90  days.
Yes  X     No
    ---       ---

     Check  if  there  is no disclosure of delinquent filers in response to Item
405  of Regulation S-B 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]

     The  issuer's  revenue  for  its  most recent fiscal year was approximately
$6,385,000.  As  of March 24, 2004, 5,948,786 shares of Common Stock were issued
and  outstanding.

     The  aggregate  market  value  of  the  Common Stock held by non-affiliates
(shareholders  each  holding  less  than  5%  of  an outstanding class of stock,
excluding directors and executive officers) of the Company on March 24, 2004 was
$48,137,000. This calculation is based upon an estimate of the fair market value
of  the  Common Stock of $10.00 per share, which was the price of the last trade
of  which management is aware prior to this date. There is not an active trading
market  for  the  Common  Stock and it is not possible to identify precisely the
market  value  of  the  Common  Stock.

     Transitional Small Business Disclosure Format. (Check one): Yes     No  X
                                                                     ---    ---
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<PAGE>
ITEM 1.   DESCRIPTION  OF  BUSINESS
-----------------------------------

     This  Report contains statements that constitute forward-looking statements
within  the  meaning  of  Section  27A  of  the  Securities  Act of 1933 and the
Securities  Exchange Act of 1934. These statements are based on many assumptions
and  estimates  and are not guarantees of future performance. Our actual results
may differ materially from those projected in any forward-looking statements, as
they  will  depend  on  many  factors  about which we are unsure, including many
factors  which  are  beyond  our  control.  The  words "may,"  "would," "could,"
"will,"  "expect," "anticipate," "believe," "intend," "plan," and "estimate," as
well  as  similar  expressions,  are  meant  to  identify  such  forward-looking
statements.  Potential  risks and uncertainties include, but are not limited to:

     -    significant  increases  in  competitive  pressure  in  the banking and
          financial  services  industries;

     -    changes in the interest rate environment that could reduce anticipated
          or  actual  margins;

     -    changes  in  political  conditions  or  the  legislative or regulatory
          environment;

     -    general  economic  conditions,  either  nationally  or  regionally and
          especially  in  our primary service area, becoming less favorable than
          expected  resulting  in, among other things, a deterioration in credit
          quality;

     -    changes  occurring  in  business  conditions  and  inflation;

     -    changes  in  technology;

     -    changes  in  monetary  and  tax  policies;

     -    the  level  of  allowance  for  loan  loss;

     -    the  rate  of  delinquencies  and  amounts  of  charge-offs;

     -    the  rates  of  loan  growth;

     -    adverse  changes  in  asset  quality and resulting credit risk-related
          losses  and  expenses;

     -    changes  in  the  securities  markets;  and

     -    other  risks  and  uncertainties  detailed  from  time  to time in our
          filings  with  the  Securities  and  Exchange  Commission.

BACKGROUND

     Georgian  Bancorporation,  Inc. (formerly Sweetwater Financial Group, Inc.)
(the  "Company")  was incorporated in Georgia in March 2000 to operate as a bank
holding company pursuant to the Federal Bank Holding Company Act of 1956 and the
Financial  Institutions  Code of Georgia, and to purchase 100% of the issued and
outstanding stock of Georgian Bank, a state bank organized under the laws of the
State of Georgia, (the "Bank") to conduct a general banking business in Cobb and
Paulding  Counties.

     On  July  15,  2001,  the  Company completed its initial public offering of
938,453  shares  of  common  stock at $10.00 per share. The offering raised $9.3
million  net of sales expenses and commissions. The Company used $8.8 million of
the  proceeds  to capitalize the Bank, which opened for business on November 14,
2001.

STRATEGIC  PLAN

     During  the  second half of 2003, the Bank shifted its business plan from a
focus on providing community banking services in its local market to serving the
middle  market  business  and investment community in a broader geographic area.
Specifically,  the  Bank is targeting businesses with annual sales of $1 million
to  $25  million  and  affluent  households  with investable assets in excess of
$100,000  in  several counties spanning the north metropolitan Atlanta area. See
"Location  and  Service  Area"  below.


                                        2
<PAGE>
     Management  believes  this  market  segment  is  currently  underserved  by
community  banks  and  by  larger  regional and super-regional banks. The Bank's
target  customers typically require both the sophisticated product selection and
higher  lending  limits  offered  by  larger  institutions  and the personalized
services  and  local decision-making provided by small community banks. The Bank
plans  to  meet  all  of  these  customer needs by combining the wide variety of
sophisticated  financial  products  and lending capabilities characteristic of a
large  bank  with  the  personalized,  knowledgeable  service and local autonomy
characteristic  of  a  small  community  bank.

     The business plan described above requires a significant amount of capital.
Toward  that  end,  the  Company completed a private placement of $50 million of
common  stock  and  warrants  in  September  2003.  The  Company  contributed
substantially  all  of  the  proceeds  of the offering to the Bank as capital to
support  the growth necessary to execute the new strategic plan. The Company and
the  Bank  also  reconstituted their management teams and Boards of Directors in
connection  with the offering. See "Directors, Executive Officers, Promoters and
Control Persons - Compliance with Section 16(a) of the Exchange Act."

     During  the  fourth  quarter  of  2003, management focused on deploying the
Bank's  infusion of capital in building an infrastructure that would support its
strategic plan. As of December 31, 2003, the Bank had $248 million in assets and
a  $217 million pipeline, with no loan losses or loans 30 days past due. To meet
the  challenges inherent in funding this level of growth, management has focused
on  expanding  the  Bank's full-service branch presence in its target markets in
order  to  enhance  deposit-gathering  capabilities.  As  of  December 31, 2003,
deposits  had  grown to $191 million. The Bank's employee base expanded as well,
growing  from  29 to 35 employees during the fourth quarter of 2003. Most of the
new  hires  were  in  the  areas  of  lending  and  operations.

     The  Company's future performance will depend on its ability to continue to
implement  its  new  business  plan successfully. This implementation involves a
variety  of complex tasks, including identifying and expanding to new geographic
areas  in  the  metropolitan  Atlanta  area through branch expansion, recruiting
qualified executives and employees at all levels and integrating them within our
organization,  managing  a  significant  influx  of  capital, and developing new
services  for our anticipated customers. Management is actively addressing these
issues,  but any delay or failure in executing these initiatives may impede, and
could ultimately preclude our successful implementation of our business plan and
could  cause  the Company to experience further losses or significant reductions
in  cash  flows.

     The  Company's  success  will  also  depend  on  its  continuing ability to
attract,  hire  and  retain  a  substantial  number  of  highly  experienced and
qualified  banking and financial professionals who have successful track records
and,  where possible, established books of business. In particular, we will need
to  continue  to identify and integrate a significant number of these executives
into  our organization within a relatively short period of time. Competition for
qualified personnel is intense, particularly in the banking industry, and we may
not  be  able  to attract or retain personnel with the necessary qualifications.
Even  if  we  are able to do so, they may not be able to bring their established
books  of  business  to us. In such a case, our growth opportunities, as well as
our ability to deliver services to our existing customer base, will be impaired.

     Our business plan contemplates the rapid expansion of our business by means
of  rapid  growth  in  our geographic area, management team, and capital levels.
Managing  this  growth  is  time-intensive  and could strain our administrative,
operational,  and  financial resources and our internal systems, procedures, and
controls.  Consequently,  our  administrative costs will increase substantially,
both  in  terms  of  direct  expenses  and  management  time.

LOCATION  AND  SERVICE  AREA

     The Bank's primary service area consists of:

     -    Cobb,  Douglas  and  Paulding Counties and the Interstate 75 corridor;
     -    North  Fulton  County  and  the  Georgia  400  corridor;  and
     -    Gwinnett  County  and  the  Interstate  85  corridor.

     The Bank's main office is located within the city limits of Powder Springs,
Georgia on Highway 278 (also known as C.H. James Parkway) and provides excellent
visibility  for  the  bank.  The  Bank  has also opened a full-service branch in
Alpharetta,  Georgia,  located  in  North  Fulton  County,  and  plans  to lease
additional  space at that location. During 2004, the Bank plans to purchase land
and  construct  a  full-service  banking  facility  at  that  location.

     Within  the next year of operation, the Bank plans to open three additional
branches  strategically  located  within  its primary service area. The branches
will extend the market reach of the Bank and will enable the Bank to deliver and
market its services more efficiently. See "Item 2 - Description of Property" for
additional information on the Bank's existing and proposed locations.


                                        3
<PAGE>
DEPOSIT  SERVICES

     We  offer  a full range of deposit services that are typically available in
banks,  including  checking accounts, NOW accounts, commercial accounts, savings
accounts,  and  other  time  deposits of various types, ranging from daily money
market accounts to longer-term certificates of deposit. The transaction accounts
and  time certificates are tailored to competitive rates in our principal market
area.  In  addition,  we  offer  retirement account services, including IRAs. We
solicit  these accounts from individuals, businesses, churches, non-profits, and
governmental  entities.

LENDING  ACTIVITIES

     General.  The  Bank  emphasizes a range of lending services, including real
estate,  commercial,  and  equity-line  and  consumer  loans,  to  individuals,
businesses  and  professional  concerns  that  are  located  in  or  conduct  a
substantial  portion  of  their  business in the Bank's primary market area. The
Bank has shifted from its initial targeted lending base of small to medium-sized
businesses  and  a  wide  range of creditworthy individuals to the middle-market
business  and  investment  community  and  affluent  households  in  a  broader
geographic  area. Specifically, the Bank targets businesses with annual sales of
$1  million  to  $25  million  and affluent households with investable assets in
excess  of $100,000. Although the Bank competes for these loans with competitors
who  are  well  established  in the Bank's primary service area and have greater
resources  and  lending  limits,  management  believes  its  target  market  is
underserved  and that the Bank is positioned to compete effectively by combining
the  sophisticated product selection and higher lending limits typically offered
by  larger  institutions  with the personalized, knowledgeable service and local
autonomy  characteristic  of  a  community  bank.

     Loan  Approval  and  Review.  The Bank's loan approval policies provide for
various levels of officer lending authority.  When the amount of aggregate loans
to  a  single  borrower exceeds that individual officer's lending authority, the
loan  request is reviewed and approved by an officer with a higher lending limit
or  by  the board of directors' loan committee. The Bank does not make any loans
to  any director or executive officer of the Bank unless the loan is approved by
the  board  of  directors of the Bank and is made on terms not more favorable to
the  director  than  would be available to a person not affiliated with the Bank
and  otherwise  in accordance with all applicable laws and regulations.

     Lending  Limits.  The Bank's lending activities are subject to a variety of
lending  limits  imposed  by  federal  law. In general, the Bank is subject to a
legal limit on loans to a single borrower equal to 25% of the Bank's capital and
unimpaired surplus. Different limits may apply in certain circumstances based on
the  type  of  loan  or  the  nature  of  the borrower, including the borrower's
relationship  to  the  Bank.  These  limits  increase  or decrease as the Bank's
capital  increases or decreases. Based upon its capital as of December 31, 2003,
the  Bank  had  a  legal  lending  limit  of  $14,198,000.

     Real  Estate  Loans.  As  of  December  31, 2003, loans secured by first or
second  mortgages  on  real estate made up 82% of the Bank's loan portfolio. The
Bank's  construction  and  land  development loans, which comprised 47% of total
loans  as  of  December  31,  2003,  are primarily collateralized by one to four
family  residential  properties.  Nonresidential  real  estate loans, consisting
mainly  of  business  commercial  properties,  totaled  25% of total loans as of
December 31, 2003. Interest rates for all categories may be fixed or adjustable.
The  Bank  generally  charges  an  origination  fee  for  these  loans.

     Real estate loans are subject to the same general risks as other loans. The
principal  credit  risk  associated  with  each category of loan, including real
estate loans, is the creditworthiness of the borrower. This category of loans is
particularly  sensitive  to  fluctuations  in the value of real estate, which is
generally  the  underlying  security  for real estate loans. Fluctuations in the
value  of  the  real  estate, as well as other factors arising after the loan is
made,  could  negatively  affect  a  borrower's cash flow, creditworthiness, and
ability  to  repay  the  loan.  The  Bank  attempts to reduce credit risk in its
commercial  real  estate portfolio by emphasizing loans on owner-occupied office
and  retail  buildings where the loan-to-value ratio, established by independent
appraisals,  does  not  exceed  80%.  In addition, the Bank typically requires a
valid  mortgage  lien  on all real property loans along with a title lien policy
which insures the validity and priority of the lien. The Bank attempts to reduce
risk  by  obtaining  personal  guarantees  where  possible  and  by  keeping the
loan-to-value  ratio  of  the completed project below specified percentages. The
Bank  may  also  reduce  risk by selling participations in larger loans to other
institutions  when  possible.

     Commercial  Loans.  The Bank makes loans for commercial purposes in various
lines  of businesses. The Bank focuses its efforts on commercial loans of one to
eight  million  dollars.  Equipment  loans are typically made for a term of five
years or less at fixed or variable rates, with the loan fully amortized over the
term and secured by the financed equipment and with a loan-to-value ratio of 75%
or  less.  Working capital loans generally have terms not exceeding one year and
are usually secured by accounts receivable, inventory, or personal guarantees of
the  principals  of  the  business.  Loans  secured  by  accounts  receivable or
inventory  are  typically  repaid  as the assets securing the loan are converted
into  cash,  and  in  other cases principal is due at maturity. Trade letters of
credit,  standby  letters  of  credit,  and  foreign  exchange


                                        4
<PAGE>
are  handled  through a correspondent bank as agent for the Bank. As of December
31, 2003, approximately 18% of the Bank's loan portfolio consisted of commercial
loans.

     The  Bank  may offer small business loans utilizing government enhancements
such as the Small Business Administration's 7(a) program and SBA's 504 programs,
although  the  Bank  has  not  generated any such loans to date. These loans are
partially  guaranteed  by  the  federal  government  to  reduce the Bank's risk.
Government  guarantees  of  SBA loans will not exceed 80% of the loan value, and
will  generally  be  less.  As  with  other  categories  of loans, the principal
economic  risk  associated  with commercial loans is the creditworthiness of the
borrower.  The  risks  associated  with  commercial  loans  also  vary with many
economic  factors, including the economy within the Bank's primary service area.

     Consumer  Loans.  The  Bank  makes  a  variety  of loans to individuals for
personal  and  household  purposes,  including secured and unsecured installment
loans  and  revolving  lines  of  credit such as credit cards. Installment loans
typically  will  carry  balances  of  less  than  $50,000 and are amortized over
periods  of  up to 60 months. Consumer loans may be offered on a single maturity
basis where a specific source of repayment is available. Revolving loan products
typically  require  monthly payments of interest and a portion of the principal.
Consumer  loans  are  generally  considered  to  have greater risk than first or
second  mortgages  on  real estate because they may be unsecured, or if they are
secured, the value of the security may be difficult to assess and more likely to
decrease  than  real  estate.  As  with other categories of loans, the principal
credit  risk  associated  with  consumer  loans  is  the creditworthiness of the
borrower. As of December 31, 2003, approximately 1% of the Bank's loan portfolio
consisted  of  consumer  loans  not  secured  by  real  estate.

     The  Bank  also  offers home equity loans. The Bank's underwriting criteria
for  and  the  risks  associated  with home equity loans and lines of credit are
generally  the  same  as  those  for  first mortgage loans. Home equity lines of
credit  generally  have  terms  of  10  years  or less, carry balances less than
$300,000,  and  extend  up to 90% of the available equity of each property. This
category  comprised approximately 2% of the Bank's loan portfolio as of December
31,  2003.

OTHER  BANKING  SERVICES

     The  Bank offers other banking services, including cash management services
that  provide sweep accounts for commercial businesses. Lines of credit, 24-hour
telephone  banking  and PC/internet delivery are offered as well as safe deposit
boxes, direct deposit of payroll and social security checks, U.S. Savings Bonds,
traveler's  checks,  and  automatic  drafts  for  various  accounts. The Bank is
associated  with the STAR and Cirrus ATM networks that may be used by the bank's
customers  throughout  the  country.  The Bank also offers debit card and credit
card  services  through  a  correspondent  bank  as  an  agent  for  the  Bank.

EMPLOYEES

     In connection with its capital infusion and shift in business strategy, the
Bank has expanded its management team and added a significant number of lending,
private  banking,  operations and other officers with a broad base of experience
in  the  Bank's  market area. As of December 31, 2003, the Bank had 32 full-time
and  3  part-time  employees.


                            SUPERVISION & REGULATION

     Both  the  Company  and the Bank are subject to extensive state and federal
banking  regulations  that  impose  restrictions  on  and  provide  for  general
regulatory  oversight  of their operations. These laws generally are intended to
protect  depositors and not shareholders. The following discussion describes the
material  elements  of  the  regulatory  framework  that  applies  to  us.

THE  COMPANY

     Because the Company owns all of the capital stock of the Bank, it is a bank
holding company under the federal Bank Holding Company Act of 1956. As a result,
the  Company is primarily subject to the supervision, examination, and reporting
requirements  of the Bank Holding Company Act and the regulations of the Federal
Reserve. As a bank holding company located in Georgia, the Georgia Department of
Banking  and  Finance also regulates and monitors all significant aspects of the
Bank's  operations.

     ACQUISITIONS  OF  BANKS.  The  Bank Holding Company Act requires every bank
holding  company  to  obtain  the  Federal  Reserve's  prior  approval  before:

     -    acquiring direct or indirect ownership or control of any voting shares
          of  any  bank if, after the acquisition, the bank holding company will
          directly  or  indirectly  own  or  control  more than 5% of the bank's
          voting  shares;


                                        5
<PAGE>
     -    acquiring all or substantially all of the assets of any bank; or

     -    merging or consolidating with any other bank holding company.

     Additionally,  the  Bank  Holding  Company  Act  provides  that the Federal
Reserve  may not approve any of these transactions if it would result in or tend
to  create a monopoly or, substantially lessen competition or otherwise function
as  a  restraint  of  trade, unless the anti-competitive effects of the proposed
transaction  are  clearly  outweighed  by  the  public  interest  in meeting the
convenience  and  needs  of  the community to be served.  The Federal Reserve is
also  required  to  consider  the  financial and managerial resources and future
prospects  of the bank holding companies and banks concerned and the convenience
and  needs of the community to be served. The Federal Reserve's consideration of
financial  resources  generally  focuses on capital adequacy, which is discussed
below.

     Under  the  Bank  Holding  Company  Act,  if  adequately  capitalized  and
adequately  managed,  the  Company  or any other bank holding company located in
Georgia  may  purchase  a  bank  located  outside  of  Georgia.  Conversely,  an
adequately  capitalized  and  adequately  managed  bank  holding company located
outside  of  Georgia  may  purchase a bank located inside Georgia. In each case,
however,  restrictions  may be placed on the acquisition of a bank that has only
been  in  existence  for  a  limited  amount of time or will result in specified
concentrations  of  deposits.  Currently,  Georgia law prohibits acquisitions of
banks  that  have  been incorporated for less than three years. Because the Bank
has  been incorporated for more than three years, this limitation does not apply
to  the  Company  or  to  the  Bank.

     CHANGE  IN  BANK  CONTROL.  Subject to various exceptions, the Bank Holding
Company  Act  and  the  Change  in  Bank  Control  Act,  together  with  related
regulations,  require  Federal  Reserve  approval prior to any person or company
acquiring  "control" of a bank holding company. Control is conclusively presumed
to exist if an individual or company acquires 25% or more of any class of voting
securities  of  the bank holding company. Control is refutably presumed to exist
if  a person or company acquires 10% or more, but less than 25%, of any class of
voting  securities  and  either:

     -    the bank holding company has registered securities under Section 12 of
          the  Securities  Act  of  1934;  or

     -    no  other  person  owns  a  greater percentage of that class of voting
          securities  immediately  after  the  transaction.

Our  common  stock  is registered under the Securities Exchange Act of 1934. The
regulations  also provide a procedure for challenging the rebuttable presumption
of  control.

     PERMITTED  ACTIVITIES.  A bank holding company is generally permitted under
the  Bank Holding Company Act to engage in or acquire direct or indirect control
of  more  than  5%  of the voting shares of any company engaged in the following
activities:

     -    Banking or managing or controlling banks; and

     -    Any  activity  that  the  Federal  Reserve determines to be so closely
          related  to  banking  as  to  be  a proper incident to the business of
          banking.

     Activities  that  the Federal Reserve has found to be so closely related to
banking  as  to  be  a
proper  incident  to  the  business  of  banking  include:

     -    Factoring accounts receivable;

     -    Making,  acquiring,  brokering  or  servicing  loans and usual related
          activities;

     -    Leasing personal or real property;

     -    Operating  a  non-bank  depository  institution,  such  as  a  savings
          association;

     -    Trust company functions;

     -    Financial and investment advisory activities;

     -    Conducting discount securities brokerage activities;

     -    Underwriting  and  dealing  in government obligations and money market
          instruments;


                                        6
<PAGE>
     -    Providing specified management consulting and counseling activities;

     -    Performing selected data processing services and support services;

     -    Acting  as  agent or broker in selling credit life insurance and other
          types  of  insurance  in  connection  with  credit  transactions;  and

     -    Performing selected insurance underwriting activities.

     Despite  prior  approval,  the  Federal  Reserve  may  order a bank holding
company or its subsidiaries to terminate any of these activities or to terminate
its  ownership  or  control  of  any  subsidiary when it has reasonable cause to
believe that the bank holding company's continued ownership, activity or control
constitutes  a  serious risk to the financial safety, soundness, or stability of
it  or  any  of  its  bank  subsidiaries.

     In  addition  to  the  permissible  bank  holding company activities listed
above,  a  bank  holding  company  may  qualify  and elect to become a financial
holding  company,  permitting  the  bank holding company to engage in activities
that  are  financial  in  nature  or  incidental  or  complementary to financial
activity.  The Bank Holding Company Act expressly lists the following activities
as  financial  in  nature:

     -    Lending, trust and other banking activities;

     -    Insuring,  guaranteeing,  or  indemnifying  against  loss  or harm, or
          providing  and  issuing  annuities, and acting as principal, agent, or
          broker  for  these  purposes,  in  any  state;

     -    Providing financial, investment, or advisory services;

     -    Issuing  or  selling  instruments  representing  interests in pools of
          assets  permissible  for  a  bank  to  hold  directly;

     -    Underwriting, dealing in or making a market in securities;

     -    Other  activities  that  the  Federal  Reserve  may determine to be so
          closely related to banking or managing or controlling banks as to be a
          proper  incident  to  managing  or  controlling  banks;

     -    Foreign  activities  permitted  outside  of  the  United States if the
          Federal  Reserve  has  determined  them to be usual in connection with
          banking  operations  abroad;

     -    Merchant banking through securities or insurance affiliates; and

     -    Insurance company portfolio investments.

     To  qualify  to  become a financial holding company, the Bank and any other
depository  institution  subsidiary  of the Company must be well capitalized and
well  managed  and  must  have  a  Community Reinvestment Act rating of at least
"satisfactory." Additionally, the Company must file an election with the Federal
Reserve  to  become  a  financial  holding  company and must provide the Federal
Reserve  with 30 days' written notice prior to engaging in a permitted financial
activity.  While  the  Company  meets  the qualification standards applicable to
financial  holding  companies, the Company has not elected to become a financial
holding  company  at  this  time.

     SUPPORT  OF  SUBSIDIARY  INSTITUTIONS.  Under  Federal  Reserve policy, the
Company is expected to act as a source of financial strength for the Bank and to
commit  resources  to  support  the  Bank. This support may be required at times
when,  without this Federal Reserve policy, the Company might not be inclined to
provide  it. In addition, any capital loans made by the Company to the Bank will
be  repaid  only  after its deposits and various other obligations are repaid in
full. In the unlikely event of the Company's bankruptcy, any commitment by it to
a  federal  bank  regulatory  agency to maintain the capital of the Bank will be
assumed  by  the  bankruptcy  trustee  and  entitled  to  a priority of payment.

THE  BANK

     The Bank is subject to extensive state and federal banking regulations that
impose  restrictions  on  and  provide  for  general regulatory oversight of our
operations.  These  laws  are  generally  intended to protect depositors and not
shareholders.  The  following  discussion describes the material elements of the
regulatory  framework  that  applies  to  us.

     Because the Bank is a commercial bank chartered under the laws of the State
of  Georgia,  it  is  primarily  subject  to  the  supervision,  examination and
reporting  requirements  of  the  FDIC and the Georgia Department of Banking and
Finance.  The  FDIC  and  Georgia  Department  of  Banking and Finance regularly
examine  the  Bank's  operations and have the authority to approve or disapprove
mergers,  the  establishment  of  branches  and  similar corporate actions. Both
regulatory


                                        7
<PAGE>
agencies  have  the power to prevent the continuance or development of unsafe or
unsound  banking  practices or other violations of law. Additionally, the Bank's
deposits are insured by the FDIC to the maximum extent provided by law. The Bank
is  also  subject  to  numerous  state and federal statutes and regulations that
affect  its  business,  activities  and  operations.

     BRANCHING.  Under  current  Georgia  law,  the Bank may open branch offices
throughout  Georgia with the prior approval of the Georgia Department of Banking
and  Finance.  In addition, with prior regulatory approval, the Bank may acquire
branches  of  existing banks located in Georgia. The Bank and any other national
or  state-chartered bank generally may branch across state lines by merging with
banks  in  other  states if allowed by the applicable states' laws. Georgia law,
with  limited exceptions, currently permits branching across state lines through
interstate  mergers.

     Under  the  Federal  Deposit  Insurance  Act, states may "opt-in" and allow
out-of-state  banks  to  branch  into their state by establishing a new start-up
branch  in  the  state.  Currently,  Georgia has not opted-in to this provision.
Therefore,  interstate  merger  is  the only method through which a bank located
outside  of  Georgia may branch into Georgia. This provides a limited barrier of
entry  into  the  Georgia  banking  market,  which protects us from an important
segment  of  potential  competition. However, because Georgia has elected not to
opt-in,  our  ability to establish a new start-up branch in another state may be
limited.  Many  states  that have elected to opt-in have done so on a reciprocal
basis,  meaning  that  an  out-of-state bank may establish a new start-up branch
only if their home state has also elected to opt-in. Consequently, until Georgia
changes  its  election,  the only way we will be able to branch into states that
have  elected to opt-in on a reciprocal basis will be through interstate merger.

     PROMPT  CORRECTIVE  ACTION.  The  Federal  Deposit  Insurance  Corporation
Improvement  Act  of  1991  establishes  a system of prompt corrective action to
resolve  the  problems  of  undercapitalized  financial institutions. Under this
system,  the federal banking regulators have established five capital categories
(well  capitalized,  adequately  capitalized,  undercapitalized,  significantly
undercapitalized  and critically undercapitalized) in which all institutions are
placed.  The  federal  banking  agencies  have  also specified by regulation the
relevant  capital levels for each of the other categories. At December 31, 2003,
the  Bank  qualified  for  the  well-capitalized  category.

     Federal  banking  regulators  are  required  to  take  various  mandatory
supervisory  actions and are authorized to take other discretionary actions with
respect  to  institutions in the three undercapitalized categories. The severity
of  the  action  depends  upon  the capital category in which the institution is
placed.  Generally,  subject  to  a narrow exception, the banking regulator must
appoint  a  receiver  or  conservator  for  an  institution  that  is critically
undercapitalized.

     An  institution  that  is  categorized  as  undercapitalized, significantly
undercapitalized,  or  critically  undercapitalized  is  required  to  submit an
acceptable capital restoration plan to its appropriate federal banking agency. A
bank  holding  company  must  guarantee that a subsidiary depository institution
meets  its  capital  restoration  plan,  subject  to  various  limitations.  The
controlling  holding  company's obligation to fund a capital restoration plan is
limited  to  the  lesser of 5% of an undercapitalized subsidiary's assets at the
time  it  became  undercapitalized  or  the  amount  required to meet regulatory
capital  requirements.  An  undercapitalized  institution  is  also  generally
prohibited  from  increasing  its  average  total  assets,  making acquisitions,
establishing  any branches or engaging in any new line of business, except under
an accepted capital restoration plan or with FDIC approval. The regulations also
establish  procedures for downgrading an institution to a lower capital category
based  on  supervisory  factors  other  than  capital.

     FDIC  INSURANCE  ASSESSMENTS.  The FDIC has adopted a risk-based assessment
system  for  insured  depository institutions' that takes into account the risks
attributable  to  different  categories  and  concentrations  of  assets  and
liabilities.  The  system  assigns  an  institution  to  one  of  three  capital
categories:  (1)  well  capitalized;  (2)  adequately  capitalized;  and  (3)
undercapitalized. These three categories are substantially similar to the prompt
corrective  action  categories  described  above,  with  the  "undercapitalized"
category  including  institutions  that  are  undercapitalized,  significantly
undercapitalized,  and  critically undercapitalized for prompt corrective action
purposes.  The  FDIC  also  assigns  an  institution to one of three supervisory
subgroups  based  on  a  supervisory  evaluation  that the institution's primary
federal  regulator provides to the FDIC and information that the FDIC determines
to  be  relevant  to the institution's financial condition and the risk posed to
the  deposit  insurance  funds. Assessments range from 0 to 27 cents per $100 of
deposits, depending on the institution's capital group and supervisory subgroup.
In  addition,  the  FDIC imposes assessments to help pay off the $780 million in
annual interest payments on the $8 billion Financing Corporation bonds issued in
the  late  1980s  as  part of the government rescue of the thrift industry. This
assessment  rate  is adjusted quarterly and is set at $1.54 per $100 of deposits
for  the  first  quarter  of  2004.

     The  FDIC  may  terminate  its  insurance  of deposits if it finds that the
institution  has  engaged  in  unsafe  and unsound practices, is in an unsafe or
unsound  condition  to  continue operations, or has violated any applicable law,
regulation,  rule,  order  or  condition  imposed  by  the  FDIC.


                                        8
<PAGE>
     COMMUNITY  REINVESTMENT  ACT. The Community Reinvestment Act requires that,
in  connection  with  examinations  of  financial  institutions  within  their
respective  jurisdictions,  the  Federal  Reserve or the FDIC shall evaluate the
record  of  each  financial institution in meeting the credit needs of its local
community, including low and moderate-income neighborhoods. These facts are also
considered  in  evaluating  mergers,  acquisitions,  and  applications to open a
branch  or  facility.  Failure  to  adequately  meet these criteria could impose
additional  requirements  and  limitations  on  the  Bank. Additionally, we must
publicly  disclose  the  terms  of  various  Community  Reinvestment Act-related
agreements.

     OTHER  REGULATIONS.  Interest and other charges collected or contracted for
by the Bank are subject to state usury laws and federal laws concerning interest
rates. For example, under the Soldiers' and Sailors' Civil Relief Act of 1940, a
lender  is  generally prohibited from charging an annual interest rate in excess
of  6%  on any obligation for which the borrower is a person on active duty with
the  United  States  military.

     The  Bank's  loan operations are also subject to federal laws applicable to
credit  transactions,  such  as  the:

     -    federal Truth-In-Lending Act, governing disclosures of credit terms to
          consumer  borrowers;

     -    Home Mortgage Disclosure Act of 1975, requiring financial institutions
          to  provide  information  to enable the public and public officials to
          determine whether a financial institution is fulfilling its obligation
          to  help  meet  the  housing  needs  of  the  community  it  serves;

     -    Equal  Credit Opportunity Act, prohibiting discrimination on the basis
          of  race,  creed  or  other  prohibited  factors  in extending credit;

     -    Fair  Credit Reporting Act of 1978, governing the use and provision of
          information  to  credit  reporting  agencies;

     -    Fair Debt Collection Act, governing the manner in which consumer debts
          may  be  collected  by  collection  agencies;

     -    Soldiers'  and  Sailors'  Civil  Relief  Act  of  1940,  governing the
          repayment  terms  of,  and  property  rights  underlying,  secured
          obligations  of  persons  in  military  service;  and

     -    rules and regulations of the various federal agencies charged with the
          responsibility  of  implementing  these  federal  laws.

     In  addition  to  the  federal and state laws noted above, the Georgia Fair
Lending  Act  ("GAFLA") imposes restrictions and procedural requirements on most
mortgage loans made in Georgia, including home equity loans and lines of credit.
On August 5, 2003, the Office of the Comptroller of the Currency issued a formal
opinion  stating  that  the  entirety  of  GAFLA is preempted by federal law for
national banks and their operating subsidiaries. GAFLA contains a provision that
preempts GAFLA as to state banks in the event that the Office of the Comptroller
of the Currency preempts GAFLA as to national banks. Therefore, the Bank and any
of  its  operating  subsidiaries that may be engaged in mortgage lending will be
exempt  from  the  requirements  of  GAFLA.

     The Bank's deposit operations are subject to:

     -    the  Right  to Financial Privacy Act, which imposes a duty to maintain
          confidentiality  of  consumer  financial  records  and  prescribes
          procedures  for  complying  with administrative subpoenas of financial
          records;  and

     -    the  Electronic  Funds  Transfer  Act  and  Regulation E issued by the
          Federal Reserve to implement that act, which govern automatic deposits
          to  and  withdrawals  from  deposit accounts and customers' rights and
          liabilities  arising  from  the  use  of automated teller machines and
          other  electronic  banking  services.

CAPITAL  ADEQUACY

     The  Company  and the Bank are required to comply with the capital adequacy
standards  established  by  the Federal Reserve, in the case of the Company, and
the  FDIC,  in  the  case  of  the  Bank.  The Federal Reserve has established a
risk-based  and  a  leverage  measure  of  capital  adequacy  for  bank  holding
companies.  The  Bank  is  also  subject  to  risk-based  and  leverage  capital
requirements  adopted  by  the  FDIC,  which  are substantially similar to those
adopted  by  the  Federal  Reserve  for  bank  holding  companies.


                                        9
<PAGE>
     The  risk-based  capital  standards are designed to make regulatory capital
requirements more sensitive to differences in risk profiles among banks and bank
holding  companies,  to  account for off-balance-sheet exposure, and to minimize
disincentives  for  holding  liquid  assets. Assets and off-balance-sheet items,
such  as  letters of credit and unfunded loan commitments, are assigned to broad
risk  categories,  each  with  appropriate  risk  weights. The resulting capital
ratios  represent  capital  as  a  percentage  of total risk-weighted assets and
off-balance-sheet  items.

     The  minimum  guideline  for  the  ratio  of total capital to risk-weighted
assets  is 8%. Total capital consists of two components, Tier 1 Capital and Tier
2 Capital. Tier 1 Capital generally consists of common stock, minority interests
in  the  equity  accounts  of consolidated subsidiaries, noncumulative perpetual
preferred  stock,  and  a  limited  amount  of  qualifying  cumulative perpetual
preferred  stock,  less  goodwill  and other specified intangible assets. Tier 1
Capital must equal at least 4% of risk-weighted assets. Tier 2 Capital generally
consists  of  subordinated  debt, other preferred stock, and a limited amount of
loan  loss  reserves.  The  total amount of Tier 2 Capital is limited to 100% of
Tier  1  Capital.  At  December  31,  2003, the Bank's ratio of total capital to
risk-weighted assets was 23.94% and our ratio of Tier 1 Capital to risk-weighted
assets  was  22.83%.

     In  addition,  the  Federal  Reserve has established minimum leverage ratio
guidelines  for  bank  holding companies. These guidelines provide for a minimum
ratio  of  Tier  1  Capital to average assets, less goodwill and other specified
intangible  assets,  of  3%  for  bank  holding  companies  that  meet specified
criteria,  including  having  the highest regulatory rating and implementing the
Federal  Reserve's  risk-based  capital  measure for market risk. All other bank
holding  companies  generally  are  required  to maintain a leverage ratio of at
least  4%.  At  December  31, 2003, our leverage ratio was 29.06% The guidelines
also  provide that bank holding companies experiencing internal growth or making
acquisitions will be expected to maintain strong capital positions substantially
above  the minimum supervisory levels without reliance on intangible assets. The
Federal  Reserve  considers  the  leverage ratio and other indicators of capital
strength  in  evaluating  proposals  for  expansion  or  new  activities.

     Failure  to  meet  capital  guidelines could subject a bank or bank holding
company  to  a  variety of enforcement remedies, including issuance of a capital
directive,  the  termination  of deposit insurance by the FDIC, a prohibition on
accepting  brokered deposits, and certain other restrictions on its business. As
described  above,  significant  additional  restrictions  can  be  imposed  on
FDIC-insured  depository  institutions  that  fail  to  meet  applicable capital
requirements.

PAYMENT  OF  DIVIDENDS

     The  Company  is  a  legal  entity separate and distinct from the Bank. The
principal  sources of the Bank's cash flow, including cash flow to pay dividends
to  its  shareholders, are dividends that the Bank pays to its sole shareholder,
the Company. Statutory and regulatory limitations apply to the Bank's payment of
dividends.  If,  in  the opinion of the federal banking regulator, the Bank were
engaged  in  or  about  to  engage in an unsafe or unsound practice, the federal
banking  regulator  could  require,  after notice and a hearing, that it stop or
refrain  from  engaging in the questioned practice. The federal banking agencies
have  indicated  that  paying  dividends that deplete a depository institution's
capital  base  to  an  inadequate  level  would be an unsafe and unsound banking
practice.  Under  the  Federal  Deposit Insurance Corporation Improvement Act of
1991,  a  depository institution may not pay any dividend if payment would cause
it  to  become  undercapitalized or if it already is undercapitalized. Moreover,
the  federal  agencies  have  issued  policy  statements  that provide that bank
holding  companies  and insured banks should generally only pay dividends out of
current  operating  earnings.  See  "The  Bank-Prompt  Corrective  Action."

     The  Georgia  Department  of  Banking and Finance also regulates the Bank's
dividend  payments  and  must approve dividend payments that would exceed 50% of
the  Bank's  net income for the prior year. Our payment of dividends may also be
affected  or  limited  by  other  factors,  such  as the requirement to maintain
adequate  capital  above  regulatory  guidelines.

     At  December 31, 2003, the Bank could not pay a cash dividend without prior
regulatory  approval.

RESTRICTIONS  ON  TRANSACTIONS  WITH  AFFILIATES

     The  Company  and  the Bank are subject to the provisions of Section 23A of
the  Federal  Reserve  Act.  Section  23A  places  limits  on  the  amount  of:

     -    a  bank's  loans  or  extensions  of  credit  to  affiliates;

     -    a  bank's  investment  in  affiliates;

     -    assets  a  bank  may  purchase  from  affiliates,  except for real and
          personal  property  exempted  by  the  Federal  Reserve;


                                       10
<PAGE>
     -    loans  or  extensions  of  credit  made  by  a  bank  to third parties
          collateralized  by  the  securities  or obligations of affiliates; and

     -    a bank's guarantee, acceptance or letter of credit issued on behalf of
          an  affiliate.

     The  total amount of the above transactions is limited in amount, as to any
one  affiliate, to 10% of a bank's capital and surplus and, as to all affiliates
combined,  to 20% of a bank's capital and surplus. In addition to the limitation
on  the  amount  of these transactions, each of the above transactions must also
meet  specified  collateral  requirements.  The Bank must also comply with other
provisions  designed  to  avoid  the  taking  of  low-quality  assets.

     The  Company and the Bank are also subject to the provisions of Section 23B
of  the  Federal  Reserve Act which, among other things, prohibit an institution
from  engaging in the above transactions with affiliates unless the transactions
are on terms substantially the same, or at least as favorable to the institution
or its subsidiaries, as those prevailing at the time for comparable transactions
with  nonaffiliated  companies.

     The  Bank  is  also  subject to restrictions on extensions of credit to its
executive  officers,  directors,  principal  shareholders  and  their  related
interests. These extensions of credit (1) must be made on substantially the same
terms,  including interest rates and collateral, as those prevailing at the time
for  comparable  transactions  with third parties, and (2) must not involve more
than the normal risk of repayment or present other unfavorable features.

PRIVACY

     Financial  institutions  are  required  to  disclose  their  policies  for
collecting  and  protecting  confidential  information.  Customers generally may
prevent  financial  institutions  from  sharing  nonpublic  personal  financial
information  with nonaffiliated third parties except under narrow circumstances,
such  as  the  processing  of transactions requested by the consumer or when the
financial  institution  is  jointly  sponsoring  a  product  or  service  with a
nonaffiliated  third  party.  Additionally, financial institutions generally may
not  disclose  consumer account numbers to any nonaffiliated third party for use
in telemarketing, direct mail marketing or other marketing to consumers.

CONSUMER  CREDIT  REPORTING

     On  December  4,  2003,  the  President signed the Fair and Accurate Credit
Transactions  Act (the FAIR Act), amending the federal Fair Credit Reporting Act
(the  FCRA). Most of these amendments (the FCRA Amendments) are likely to become
effective  in  the  third  or  fourth quarter of 2004, depending on implementing
regulations  to  be  issued by the Federal Trade Commission and the federal bank
regulatory  agencies.  The FCRA Amendments that deal with employee investigation
will  become  effective  on  March  31,  2004.

     The FCRA Amendments include, among other things:

     -    new  requirements  for  financial institutions to develop policies and
          procedures  to identify potential identity theft and, upon the request
          of  a  consumer,  place  a  fraud  alert in the consumer's credit file
          stating that the consumer may be the victim of identity theft or other
          fraud;

     -    for  entities  that furnish information to consumer reporting agencies
          (which  would  include  the  Bank),  new  requirements  to  implement
          procedures  and  policies  regarding the accuracy and integrity of the
          furnished  information  and  regarding  the  correction  of previously
          furnished  information  that is later determined to be inaccurate; and

     -    a  new  requirement  for mortgage lenders to disclose credit scores to
          consumers.

     The  FCRA  Amendments  also will prohibit a business that receives consumer
information from an affiliate from using that information for marketing purposes
unless  the consumer is first provided a notice and an opportunity to direct the
business not to use the information for such marketing purposes (the "opt-out"),
subject  to  certain  exceptions.  Prior  to  the  effective  date  of  the FCRA
Amendments,  the  Company  and  its  subsidiaries  will  implement  policies and
procedures  to  comply  with  the  new  rules.


                                       11
<PAGE>
ANTI-TERRORISM  LEGISLATION

     The  Uniting  and  Strengthening  America  by  Providing  Appropriate Tools
Required  to  Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, signed
by  the  President on October 26, 2001, imposed new requirements and limitations
on specified financial transactions and account relationships, intended to guard
against  money  laundering  and  terrorism.  Most  of  these  requirements  and
limitations  took  effect  in 2002. Additional "know your customer" rules became
effective  in  June  2003,  requiring  the  Bank  to  establish  a  customer
identification program under Section 326 of the USA PATRIOT Act. The Company and
its  subsidiaries implemented procedures and policies to comply with those rules
prior  to  the  effective  date  of  each  of  the  rules.

PROPOSED  LEGISLATION  AND  REGULATORY  ACTION

     New  regulations  and  statutes  are  regularly  proposed  that  contain
wide-ranging  proposals for altering the structures, regulations and competitive
relationships  of  financial  institutions  operating  or  doing business in the
United States. We cannot predict whether or in what form any proposed regulation
or  statute  will be adopted or the extent to which our business may be affected
by  any  new  regulation  or  statute.

EFFECT  OF  GOVERNMENTAL  MONETARY  POLICES

     Our  earnings are affected by domestic economic conditions and the monetary
and  fiscal  policies  of  the  United  States  government and its agencies. The
Federal Reserve Bank's monetary policies have had, and are likely to continue to
have,  an  important impact on the operating results of commercial banks through
its power to implement national monetary policy in order, among other things, to
curb  inflation  or  combat  a  recession.  The monetary policies of the Federal
Reserve  affect  the  levels of bank loans, investments and deposits through its
control over the issuance of United States government securities, its regulation
of  the  discount rate applicable to member banks and its influence over reserve
requirements  to which member banks are subject. We cannot predict the nature or
impact  of  future  changes  in  monetary  and  fiscal  policies.

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

     The  Bank  currently  operates  out  of  its main office, located in Powder
Springs,  Georgia, and a full-service branch located in Alpharetta, Georgia. The
Bank  has  also  leased additional temporary space in Gwinnett and Cobb Counties
and  in  north  metropolitan  Atlanta,  Georgia, with plans to purchase or lease
permanent  facilities  in those areas during the next year of operations. All of
the  Bank's offices are leased, with the exception of its main office, which the
Bank  owns  without  encumbrance.  The  following table lists the Bank's current
properties:

<TABLE>
<CAPTION>
                                       Permanent/                                    Approximate
Location and Lease Terms               Temporary        Nature of Operations        Square Footage
-------------------------------------  ----------  -------------------------------  --------------
<S>                                    <C>         <C>                              <C>
3270 Florence Road                     Permanent   Main office (full service)           10,000
Powder Springs, GA  30127

11605 Haynes Bridge Road               Temporary   Full-service branch                   5,200
Alpharetta, GA  30004
(3 Year lease, two 1 Year options)

1255 Lakes Parkway, Ste. 100           Temporary   Loan production office (full-         6,000
Lawrenceville, GA  30043                           service branch upon receipt of
(1 Year lease, then month-to-month)                pending regulatory approval)

3475 Piedmont Road, Ste. 400           Temporary   Loan production office (full-         5,800
Atlanta, GA  30305                                 service branch upon receipt of
(Until July 2007, right to sublease)               pending regulatory approval)

3330 Cumberland Blvd., Ste. 625        Temporary   Loan production office (full-         6,200
Atlanta, GA  30339                                 service branch upon receipt of
(18 Month lease, two 9 Month options)              pending regulatory approval)
</TABLE>

     Although management believes the facilities listed above will, upon receipt
of regulatory approval and commencement of full-service branch activities at the
loan  production  offices  described above, adequately serve the Bank's expanded
geographic  area  and customer base, it is in the process of negotiating for the
lease, purchase or construction of permanent space at or near these locations in
order  to  improve  the Bank's visibility and further its commercial objectives.
The  Bank's  2004  budget  provides  for a total of approximately $20 million in
capital  expenditures  relating  to  such  activities.


                                       12
<PAGE>
ITEM 3.   LEGAL  PROCEEDINGS.
-----------------------------

     None.

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

     No  matter  was  submitted  to a vote of security holders during the fourth
quarter  of  the  fiscal  year  covered  by  this  report.

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

     There  is  currently  no public trading market for our common stock. To our
knowledge,  the  last  price at which our stock was sold was $10.00 per share on
September  5,  2003.  As  of  December  31,  2003,  we  had  approximately  575
shareholders  of  record.

     To  date, we have not paid cash dividends on our common stock. We currently
intend  to  retain  earnings  to  support  operations  and finance expansion and
therefore do not anticipate paying cash dividends in the foreseeable future. All
of  our  outstanding  shares  of  common  stock are entitled to share equally in
dividends  from  funds  legally available when, and if, declared by the board of
directors.

ITEM 6.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
--------------------------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------

     The  following is a discussion of our financial condition and the financial
condition  of  our  subsidiary, Georgian Bank, at December 31, 2003 and 2002 and
the results of operations for the years ended December 31, 2003 and December 31,
2002.  The  purpose  of  this  discussion  is  to focus on information about our
financial  condition  and  our  results  of  operations  that  are not otherwise
apparent  from  our audited consolidated financial statements.  Reference should
be  made to those statements and the selected financial data presented elsewhere
in  this  report  for an understanding of the following discussion and analysis.

BUSINESS  STRATEGY

     In  the  third  quarter  of  2003,  our  board  of directors approved a new
business  plan  that  shifts  our  original focus on providing community banking
services in our local market area to a new emphasis on serving the middle market
business  and investment community in a broader geographic area. We now actively
target  businesses  with  annual sales of $1 million to $25 million and affluent
households  with  investable  assets  in  excess of $100,000 in several counties
spanning  the  north  metropolitan  Atlanta  area.

     As  part  of the new plan, we raised $ 50 million in capital and acquired a
loan  production  company  in Alpharetta, Georgia. This office now operates as a
full  service  office  of  the Company. We currently plan to open three new full
service  facilities  during  the  first  and  second  quarters  of  2004.

     We  have  hired  a  substantial  number  of  highly  qualified  banking and
financial  professionals and continue to seek to attract additional personnel to
staff  our  new  offices  and  develop  new  business.

SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

     This Report contains statements which constitute forward-looking statements
within  the  meaning  of  Section  27A  of  the  Securities  Act of 1933 and the
Securities  Exchange Act of 1934. These statements are based on many assumptions
and  estimates  and are not guarantees of future performance. Our actual results
may differ materially from those projected in any forward-looking statements, as
they  will  depend  on  many  factors  about which we are unsure, including many
factors  which  are  beyond  our  control.  The  words "may,"  "would," "could,"
"will,"  "expect," "anticipate," "believe," "intend," "plan," and "estimate," as
well  as  similar  expressions,  are  meant  to  identify  such  forward-looking
statements.  Potential  risks and uncertainties include, but are not limited to:

     -    significant  increases  in  competitive  pressure  in  the banking and
          financial  services  industries;

     -    changes  in  the  interest  rate  environment  which  could  reduce
          anticipated  or  actual  margins;

     -    changes  in  political  conditions  or  the  legislative or regulatory
          environment;


                                       13
<PAGE>
     -    general  economic  conditions,  either  nationally  or  regionally and
          especially  in  our primary service area, becoming less favorable than
          expected  resulting  in, among other things, a deterioration in credit
          quality;

     -    changes  occurring  in  business  conditions  and  inflation;

     -    changes  in  technology;

     -    changes  in  monetary  and  tax  policies;

     -    the  level  of  allowance  for  loan  loss;

     -    the  rate  of  delinquencies  and  amounts  of  charge-offs;

     -    the  rates  of  loan  growth;

     -    adverse  changes  in  asset  quality and resulting credit risk-related
          losses  and  expenses;

     -    changes  in  the  securities  markets;  and

     -    other  risks  and  uncertainties  detailed  from  time  to time in our
          filings  with  the  Securities  and  Exchange  Commission.

CRITICAL ACCOUNTING POLICIES

     We have adopted various accounting policies which govern the application of
accounting  principles generally accepted in the United States of America in the
preparation of our financial statements. Our significant accounting policies are
described  in the footnotes to the consolidated financial statements at December
31,  2003  that  are  included  in  Item  7  of  this  Form  10-KSB.

     Certain  accounting  policies involve significant judgments and assumptions
by  us  which have a material impact on the carrying value of certain assets and
liabilities.  We  consider  these  accounting policies to be critical accounting
policies.  The  judgments  and  assumptions  we  use  are  based  on  historical
experience  and  other  factors,  which  we  believe  to be reasonable under the
circumstances.  Because  of the nature of the judgments and assumptions we make,
actual  results could differ from these judgments and estimates which could have
a  material  impact  on  our  carrying  values of assets and liabilities and our
results  of  operations.

     We  believe  the  allowance for loan losses is a critical accounting policy
that  requires  the most significant judgments and estimates used in preparation
of  our  consolidated  financial  statements.  Refer  to  the  portion  of  this
discussion that addresses our allowance for loan losses for a description of our
processes  and  methodology  for  determining  our  allowance  for  loan losses.


                                       14
<PAGE>
FINANCIAL CONDITION AT DECEMBER 31, 2003 AND 2002

     Following is a summary of our balance sheets for the periods indicated:

<TABLE>
<CAPTION>
                                     December 31,
                                   2003         2002
                               ------------  -----------
                                (Dollars in Thousands)
                                ----------------------
<S>                            <C>           <C>
Cash and due from banks        $      1,070  $       906
Federal funds sold                   11,645        5,764
Securities available-for-sale        13,664        3,643
Other investments                       865            -
Loans, net                          214,181       42,923
Premises and equipment                3,708        3,396
Other assets                          4,912        2,064
                               ------------  -----------

                               $    250,045  $    58,696
                               ============  ===========

Total deposits                 $    191,093       50,440
Other borrowings                        600          116
Other liabilities                       218           96
Shareholders' equity                 58,134        8,044
                               ------------  -----------

                               $    250,045  $    58,696
                               ============  ===========
</TABLE>

     As  of  December  31,  2003,  we  had  total  assets  of $250.0 million. We
generated  $140.6  million in deposits since December 31, 2002 and invested that
growth  in  loans,  which increased $173.7 million, investment securities, which
increased  $10.9  million, and federal funds sold, which increased $5.9 million.
We also raised $50 million in the private placement transaction discussed above,
which was used to fund asset growth. Our plan is that loan and deposit growth in
the  coming year, in terms of dollars outstanding, will be substantially greater
than  that  of  the  year  2003,  and  ensure asset quality remains high and our
pricing  of  our  loan  and  deposit  products  yield  profitable relationships.

     Our  investment  portfolio  consists  of  U.S.  Treasury  Notes  and  debt
securities  in  the  Federal  National  Mortgage  Association, Federal Home Loan
Mortgage  Corporation, Government National Mortgage Corporation and Federal Home
Loan  Bank. We purchased $15.3 million of such securities during 2003 to receive
higher  yields  than  federal  funds  sold  and to provide a source of secondary
liquidity.

     Most  of our loan portfolio is collateralized by real estate located in our
primary  market  area  of  north  metropolitan Atlanta.  A breakdown of our loan
portfolio is as follows:  commercial loans secured by collateral other than real
estate  make  up  18%  of the portfolio; construction and land development loans
comprise  47%  of  the  loan  portfolio  and  consists  of  loans  primarily
collateralized by one to four family residential properties;  commercial purpose
loans  secured  by  real estate, primarily small business commercial properties,
comprise  25%  of  the loan portfolio, and consumer loans secured by real estate
loans  are  9%  of  the  loan  portfolio.  We  generally  require  that  loans
collateralized  by real estate not exceed the collateral values by the following
percentages  for  each  type  of  real  estate  loan:

<TABLE>
<CAPTION>
<S>                                                                    <C>
     One- to four-family residential properties                        80%
     Construction loans on one- to four-family residential properties  80%
     Nonresidential property                                           80%
</TABLE>

     The  remainder of the loan portfolio consists of consumer loans not secured
by  real  estate.  We require collateral commensurate with the repayment ability
and  creditworthiness  of  the  borrower  on  these  loans.

     The  specific economic and credit risks associated with our loan portfolio,
especially the real estate portfolio, include, but are not limited to, a general
downturn  in  the  economy  which  could affect unemployment rates in our market
area,  general  real  estate  market  deterioration, interest rate fluctuations,
deteriorated  or  non-existing collateral, title defects, inaccurate appraisals,
financial  deterioration  of  borrowers,  fraud,  and  any  violation of banking
protection  laws.  Construction lending can also present other specific risks to
the  lender  such  as  whether developers can find builders to buy lots for home
construction,  whether  the  builders can obtain financing for the construction,
whether  the  builders  can  sell the home to a buyer, and whether the buyer can
obtain permanent financing.  Currently, real estate values and employment trends
in  our  market  area  are  stable.


                                       15
<PAGE>
     We  attempt  to reduce these economic and credit risks not only by adhering
to  loan  to value guidelines, but also by investigating the creditworthiness of
the  borrower  and  monitoring  the  borrower's  financial  position.  Also,  we
establish  and periodically review our lending policies and procedures.  Banking
regulations  limit exposure by prohibiting loan relationships that exceed 25% of
our  bank's  statutory  capital  and  surplus.

LIQUIDITY AND CAPITAL RESOURCES

     The  purpose of liquidity management is to ensure that there are sufficient
cash  flows  to  satisfy  demands for credit, deposit withdrawals, and our other
needs.  Traditional  sources of liquidity include asset maturities and growth in
core  deposits.  A company may achieve its desired liquidity objectives from the
management  of  assets and liabilities and through funds provided by operations.
Funds  invested in short-term marketable instruments and the continuous maturing
of  other  earning  assets  are sources of liquidity from the asset perspective.
The  liability  base  provides  sources of liquidity through deposit growth, the
maturity structure of liabilities, and accessibility to market sources of funds.

     Scheduled  loan  payments are a relatively stable source of funds, but loan
payoffs  and deposit flows fluctuate significantly, being influenced by interest
rates  and  general  economic  conditions  and competition.  We attempt to price
deposits  to  meet  liquidity and profitability objectives consistent with local
market  conditions.

     Our  liquidity  and  capital resources are monitored on a periodic basis by
management  and  regulatory  authorities.  As  determined  under  guidelines
established  by  regulatory  authorities  and  internal policy, our liquidity is
considered  satisfactory.

     At December 31, 2003, our capital ratios were considered "well capitalized"
based  on  regulatory  minimum  capital  requirements.  Our shareholders' equity
increased  $50,090,000  during  2003  due  primarily  to  our  private placement
offering which raised $49,922,000, net of offering costs. Other increases in our
shareholders'  equity  resulted  from  our net income of $163,000, a decrease in
unrealized  gains on securities available-for-sale of $4,000 and the exercise of
stock  options  of  $9,000.

     Banking  regulations  limit  the  amount  of the dividends that may be paid
without prior approval of the bank's regulatory agency.  Currently, no dividends
can  be  paid  by  the  bank to the holding company without regulatory approval.

     The  minimum  capital  requirements to be considered well capitalized under
prompt  corrective  action  provisions  and  the  actual  capital ratios for the
company  and  the  bank  as  of  December  31,  2003  are  as  follows:

<TABLE>
<CAPTION>
                                                      Actual
                                                      ------
                                       Georgian         Georgian    Regulatory
                                 Bancorporation, Inc.     Bank     Requirements
                                 ---------------------  ---------  -------------
<S>                              <C>                    <C>        <C>
     Leverage capital ratio              29.75%          29.06%        5.00%
     Risk-based capital ratios:
     Core capital                        23.37%          22.83%        6.00%
     Total capital                       24.48%          23.93%       10.00%
</TABLE>

     These ratios will decline as asset growth continues, but we intend to
exceed the regulatory minimum requirements.

     At December 31, 2003, we had no commitments for capital expenditures.

     We  believe  that our liquidity and capital resources are adequate and will
meet our foreseeable short and long-term needs.  We anticipate that we will have
sufficient  funds  available  to  meet  current  loan commitments and to fund or
refinance,  on  a  timely basis, our other material commitments and liabilities.

     Management  is not aware of any known trends, events or uncertainties other
than  those discussed above that will have or that are reasonably likely to have
a material effect on our liquidity, capital resources or operations.  Management
is  also  not aware of any current recommendations by the regulatory authorities
that,  if  they  were  implemented,  would  have  such  an  effect.


OFF BALANCE SHEET ARRANGEMENTS


                                       16
<PAGE>
     At December 31, 2003, we had loan commitments outstanding of $91.2 million.
Because  these  commitments generally have fixed expiration dates and may expire
without  being  drawn  upon,  the  total  commitment  amounts do not necessarily
represent  future  cash  requirements.  If  needed,  we  have  the  ability on a
short-term  basis  to  borrow  and  purchase  federal funds from other financial
institutions.  At  December  31,  2003, we had arrangements with four commercial
banks  for short-term advances of $37,000,000. We also have the ability to raise
certificate  of deposit funds in the national market though correspondent banks'
brokerage  operations  and  through  other  financial  firms.

EFFECTS OF INFLATION

     The  impact  of inflation on banks differs from its impact on non-financial
institutions.  Banks,  as  financial  intermediaries,  have  assets  that  are
primarily  monetary  in  nature  and  that  tend  to  fluctuate  in concert with
inflation.  A  bank can reduce the impact of inflation if it can manage its rate
sensitivity  gap.  This  gap  represents  the  difference between rate sensitive
assets  and  rate sensitive liabilities.  We attempt to structure the assets and
liabilities and manage the rate sensitivity gap, thereby seeking to minimize the
potential  effects  of  inflation.  For  information  on  the  management of our
interest  rate  sensitive  assets  and  liabilities,  see  "Asset/Liability
Management."

RESULTS  OF  OPERATIONS  FOR  THE YEARS ENDED DECEMBER 31, 2003 AND DECEMBER 31,
2002

     The following is a summary of our operations for the periods indicated.

<TABLE>
<CAPTION>
                                               Year Ended
                                  December 31, 2003    December 31, 2002
                                 -------------------  -------------------
                                          (Dollars in Thousands)
                                          ----------------------
<S>                              <C>                  <C>
Interest income                  $            6,217   $            2,130
Interest expense                              1,624                  770
                                 -------------------  -------------------
Net interest income                           4,593                1,360

Provision for loan losses                     2,207                  437
Other income                                    168                   77
Other expenses                                3,106                1,705
                                 -------------------  -------------------
Loss before income tax benefit                 (552)                (705)
Income tax benefit                              715                    -
                                 -------------------  -------------------

Net income (loss)                $              163   $             (705)
                                 ===================  ===================
</TABLE>

Net Interest Income
-------------------

     Our  results of operations are determined by our ability to grow our assets
and deposits,  manage interest income and expense effectively, minimize loan and
investment losses, generate non-interest income, and control operating expenses.
Because  interest  rates are determined by market forces and economic conditions
beyond  our  control,  our  ability to generate net interest income is dependent
upon  our  ability to obtain an adequate net interest spread between the rate we
pay  on  interest-bearing  liabilities  and the rate we earn on interest-earning
assets.

     Net interest income was $4,593,000 for the year ended December 31, 2003, an
increase of $3,233,000 from the year ended December 31, 2002. This increase came
primarily  from  increased  loans outstanding, which increased $173.7 million at
December  31,  2003 from December 31, 2002. This growth generated an increase in
loan  interest income of approximately $2.7 million and an increase in loan fees
of  $1.2  million.  Interest  income  on  investments  was  $197,000 in 2003, an
increase  of  $138,000  over 2002, again the result of increased balances, which
increased  $10.9 million in 2003 over 2002. Offsetting this earning asset income
growth  was  an increase in interest expense on deposits, which, at $1.6 million
in  2003,  was  $835,000  above  the  year  2002.

     Average  loans  for  2003  were $81.4 million, an increase of $54.6 million
over  2002;  average  securities  were $6.7 million in 2003, an increase of $5.4
million  over  2002;  and  average  federal  funds  sold  were $12.3 million, an
increase  of  $7.8  million  from  2002.  Loan growth was generated primarily by
business  development  efforts  of  our  lending  officers  and  directors.

     Average  interest-bearing  liabilities  were  $77.0  million  in  2003,  an
increase  of  $50.7  million over 2002.   Most of this increase is the result of
two  factors.  First, our pricing strategy for savings and money market deposits
offers high rates, which have had a very favorable customer response.  These two
categories  comprised  44%  of  our  total  deposits as of December 31, 2003 and
increased  $37.1 million on average balances in 2003 compared to 2002.   Second,
to  fund  our  loan growth, we raised $62.8 million in brokered and non-brokered
time  deposits  in  the  national  market  during  late  2003.


                                       17
<PAGE>
     For  2003,  our yield on average interest-earning assets was 6.17%, and our
cost of funds  was 2.11%, resulting in a net interest spread of 4.06%. For 2002,
our  yield on interest-earning assets was 6.55% and our cost of funds was 2.92%.
The  net  interest margin  during the year ended December 31, 2003 was 4.56%, an
increase  of  .38%  over  the prior year due to: a) higher balances in loans and
the  resultant increase in the percentage of earning assets held in loans, which
earn  significantly higher yields than other earning assets;  b) declines in the
prime  rate  and  federal funds market rates decreased loan rates and investment
securities  yields;  and  c)  an  increase  of  $1.2  million  in  loan  fees.

Provision for Loan Losses
-------------------------

     The  provision  for loan losses is the charge to operating earnings that we
believe to be necessary to maintain the allowance for loan losses at an adequate
level.  The  amount  charged  to  the provision is based on a review of past-due
loans  and  delinquency  trends, actual losses, classified and criticized loans,
loan portfolio growth, concentrations of credit, economic conditions, historical
charge-off  activity  and  internal  credit  risk  ratings. Loan charge-offs and
recoveries  are  charged  or  credited  directly  to  the  allowance.

     The  provision for loan losses was $2,206,500 in 2003 and $437,000 in 2002.
The  higher amount provided in 2003 was due to the growth of the portfolio.  The
loan  portfolio grew $173.7 million in 2003, compared to growth of $38.0 million
in  2002.  Based  upon  our  evaluation  of  the  loan portfolio, we believe the
allowance  for  loan  losses  is  adequate to absorb possible losses on existing
loans  that may become uncollectible.    We have not had any nonperforming loans
or  assets since inception of business through December 31, 2003.  The allowance
for  loan  losses  as a percentage of total loans was 1.24% at December 31, 2003
and  1.13%  at  December  31,  2002.  See  "Summary  of  Loan  Loss Experience -
Allowance  for  Loan  Losses."

Other Income
------------

     Other  operating income consists of service charges on deposit accounts and
other  miscellaneous  revenues  and fees. Other income increased $90,000 in 2003
compared  to  2002.  Service charges on deposits increased 80% in 2003 over 2002
due  to  increased  deposit  balances.  Income  of  $92,000 was recorded for the
increase  in cash surrender value of key man life insurance in 2003, compared to
$34,000  in  2002.

Other Expense
-------------

     Other  operating  expense  for the year ended December 31, 2003 consists of
salaries  and  employee  benefits of $2.0 million, which is $977,000 higher than
2002; equipment and occupancy expenses of $326,000, an increase of $125,000 over
2002;  and  other  operating  expenses of $758,000, an increase of $299,000 over
2002.

     The  increase in all categories of other expenses reflects the new business
plan  adopted  in  2003. We added another full service office, added a number of
experienced  loan and business development officers and began building the staff
and infrastructure necessary to attain and  support our aggressive growth plans.

     Salaries  and  benefits  increased  due  to  the  the  acquisition  of  the
Alpharetta  office  and the hiring of loan officers and support personnel. As of
December  31,  2003,  we had 36 full-time equivalent employees compared to 16 at
December  31,  2002.

     The  increase  in  equipment  and  occupancy expenses were generated by the
opening of the new office and additional equipment and software purchased. Also,
the  bank's Powder Springs office opened in May, 2002, so the year 2002 only has
eight  months  expenses  related  to  this facility, compared to a full year for
2003.

     Other  operating  expenses  also follow the business plan expansion. We had
increased expenses in various categories necessary to implement and continue the
development  of  our plan. For example, our advertising and business development
expense  increased  $60,000  to  attract  clients,  and  our  professional fees,
including  audits,  increased  $29,000.

Income Tax
----------

     For  the  year ended December 31, 2003, we recognized an income tax benefit
of $714,500. We did not recognize any income tax benefit or expense in 2002. The
recognition  of  the  income  tax benefit in 2003 was due to the reversal of the
valuation  allowance that we had previously recorded related to our deferred tax
assets.  These  deferred  tax  assets  accumulated during our organizational and
initial operating stages and were not recognized previously due to the fact that
realization  of  these  benefits  was  dependent  upon  future  taxable  income.


                                       18
<PAGE>
     At December 31, 2003, we have available net operating loss carryforwards of
approximately  $965,000  for  Federal  income  tax  purposes.  If  unused,  the
carryforwards  will  expire  beginning  2021.

Asset/Liability Management
--------------------------

     Our  objective  is  to  manage  assets  and  liabilities  to  provide  a
satisfactory,  consistent  level  of  profitability  within  the  framework  of
established  cash,  loan,  investment, borrowing, and capital policies.  Certain
officers  are  charged  with  the  responsibility  for  monitoring  policies and
procedures  that  are  designed  to  ensure  an  acceptable  composition  of the
asset/liability  mix.  Our  management's  overall philosophy is to support asset
growth  primarily  through  growth  of  core  deposits  by  local  individuals,
partnerships,  and  corporations.

     Our  asset/liability  mix  is  monitored  on  a regular basis with a report
reflecting  the  interest  rate-sensitive  assets  and  interest  rate-sensitive
liabilities being prepared and presented to the board of directors on a periodic
basis.  The  objective  is  to  monitor  interest  rate-sensitive  assets  and
liabilities so as to minimize the impact on earnings of substantial movements in
market  interest  rates.  An  asset  or  liability  is considered to be interest
rate-sensitive  if  it  will  reprice or mature within the time period analyzed,
usually  one  year  or less. The interest rate-sensitivity gap is the difference
between  the  interest-earning assets and interest-bearing liabilities scheduled
to  mature or reprice within such time period. A gap is considered positive when
the  amount  of  interest  rate-sensitive  assets exceeds the amount of interest
rate-sensitive  liabilities.  A  gap  is  considered negative when the amount of
interest  rate-sensitive liabilities exceeds the interest rate-sensitive assets.
During  a  period  of rising interest rates, a negative gap would tend to affect
net  interest  income adversely, while a positive gap would tend to result in an
increase in net interest income. Conversely, during a period of falling interest
rates,  a  negative  gap  would  tend  to  result in an increase in net interest
income, while a positive gap would tend to affect net interest income adversely.
If  our assets and liabilities were equally flexible and moved concurrently, the
impact  of  any  increase  or  decrease in interest rates on net interest income
would  be  minimal.

     A  simple  interest  rate  "gap"  analysis by itself may not be an accurate
indicator  of  how  net  interest income will be affected by changes in interest
rates.  Accordingly, we also evaluate how the repayment of particular assets and
liabilities  is  impacted  by changes in interest rates.  Income associated with
interest-earning  assets  and costs associated with interest-bearing liabilities
may  not  be  affected uniformly by changes in interest rates.  In addition, the
magnitude  and  duration  of  changes  in  interest rates may have a significant
impact  on  net  interest  income.  For  example,  although  certain  assets and
liabilities  may have similar maturities or periods of repricing, they may react
in  different  degrees  to  changes in market interest rates.  Interest rates on
certain  types  of  assets  and  liabilities  fluctuate in advance of changes in
general market rates, while interest rates on other types may lag behind changes
in  general  market rates.  In addition, certain assets, such as adjustable rate
mortgage  loans, have features (generally referred to as "interest rate caps and
floors")  that limit changes in interest rates.  Prepayment and early withdrawal
levels  also  could  deviate significantly from those assumed in calculating the
interest  rate  gap.  The  ability of many borrowers to service their debts also
may  decrease  during  periods  of  rising  interest  rates.

     A  substantial portion of our assets consist of loans with rates indexed to
the  general  market prime rate. We have approximately $188 million in loans for
which  the  rate  charged  on  the loan changes whenever the prime rate changes.
Therefore,  the impact on our income could be subtantial as the prime rate moves
in  reaction  to  general  market  conditions and actions of the Federal Reserve
Bank.  However, to protect our margins in the event of downward movements in the
prime  rate, we require many of our loans for which the rate is indexed to prime
to  have  floor  rates.  The rate charged on the loan will not decline below the
floor regardless of the magnitude of the downward movement in prime. Conversely,
if  prime  increases,  the  rate  we  charge  on  the loan can increase, thereby
improving our revenue. We currently have $122 million in indexed loans which are
at  their  floor  rate.

     Changes in interest rates also affect our liquidity position.  We currently
price  deposits  in response to market rates and it is management's intention to
continue  this  policy.  If  deposits  are  not priced in response to changes in
market  rates,  a  loss of deposits could occur that would negatively affect our
liquidity  position.  We  closely  monitor  the  pricing  on  all of our deposit
products  and  plan  to  continue  to  offer  high rates on the money market and
certificate  of  deposit  products.  We plan to actively market and increase the
balances  in  our  other  deposit  categories  primarily by opening new offices,
direct  business development efforts by our officers, advertising campaigns, and
offering  new  products  and  services.

     At December 31, 2003, our cumulative one year interest rate-sensitivity gap
ratio  was  130%. This measurement assumes a rising rate environment which would
allow  us  to increase rates on the loans currently at their floor rate. The gap
indicates  that  more  of  our  interest-bearing assets will reprice during this
period  than interest-earning liabilities.  Our targeted ratio is 80% to 120% in
this  time  period;  we  are  above  are  our  targeted parameter, but this is a
favorable  variance.  At  this  gap  level,  our  net  interest  income could be
significantly  increased  by  increases  in  market  interest  rates.

     The  following  table  sets  forth the distribution of the repricing of our
interest-earning  assets  and  interest-bearing  liabilities  as of December 31,
2003,  the  interest  rate-sensitivity  gap,  the  cumulative  interest
rate-sensitivity gap, the interest rate-sensitivity gap ratio and the cumulative
interest rate-sensitivity gap ratio.  The table also sets forth the time periods
in


                                       19
<PAGE>
which  interest-earning  assets  and interest-bearing liabilities will mature or
may reprice in accordance with their contractual terms.  However, the table does
not  necessarily  indicate  the impact of general interest rate movements on the
net  interest  margin  as  the  repricing  of  various  categories of assets and
liabilities  is subject to competitive pressures and the needs of our customers.
In  addition,  various  assets and liabilities indicated as repricing within the
same  period  may, in fact, reprice at different times within this period and at
different  rates.

<TABLE>
<CAPTION>
                                                                   After Three    After One
                                                         Within    Months but     Year but     After
                                                         Three     Within One      Within      Five
                                                         Months       Year       Five Years    Years    Total
                                                        --------  -------------  -----------  -------  --------
<S>                                                     <C>       <C>            <C>          <C>      <C>
                                                 (Dollars in Thousands)
Interest-earning assets:
  Federal funds sold                                    $ 11,645  $          -   $         -  $     -  $ 11,645
  Securities                                                 381           150        12,135      998    13,664
  Loans                                                  189,076         3,023        21,404    3,376   216,879
                                                        --------  -------------  -----------  -------  --------

                                                         201,102         3,173        33,539    4,374   242,188
                                                        --------  -------------  -----------  -------  --------

Interest-bearing liabilities:
  Interest-bearing demand deposits                         4,621             -             -        -     4,621
  Savings                                                 83,443             -             -        -    83,443
  Certificates, less than $100,000                         5,281         6,517         3,056        -    14,854
  Certificates, $100,000 and over                          4,867        52,352        25,099        -    82,318
  Other borrowings                                           600             -             -        -       600
                                                        --------  -------------  -----------  -------  --------

                                                          98,812        58,869        28,155        -   185,836
                                                        --------  -------------  -----------  -------  --------

Interest rate sensitivity gap                           $102,290  $    (55,696)  $     5,384  $ 4,374  $ 56,352
                                                        ========  =============  ===========  =======  ========

Cumulative interest rate sensitivity gap                $102,290  $     46,594   $    51,978  $56,352
                                                        ========  =============  ===========  =======
Interest rate sensitivity gap ratio (interest-earning
  assets divided by interest-bearing liabilities for
  the period)                                               2.04          (.05)         1.19        *
                                                        ========  =============  ===========
Cumulative interest rate sensitivity gap ratio
  (cumulative interest-earning assets divided by
  interest-bearing liabilities)                             2.04          1.30          1.28     1.30
                                                        ========  =============  ===========  =======
<FN>
*Not calculable.
</TABLE>

     The  above  table  reflects  our  GAP  position  in  an  increasing  rate
environment. Loans currently at their floor rate would have their rates increase
if  prime  increases.  In  a falling rate environement, loans currently at their
floor  rate  would  not  reprice  downward.  Our  GAP  position  at the one-year
timeframe  in  a  falling  rate scenario is 103%, which means that only slightly
more  assets would reprice downward than liabilities. The impact on net interest
income  of  such  a  movement  should  not  be  material, assuming other factors
discussed  above  do  not  negatively  impact  net  interest  income.


               SELECTED FINANCIAL INFORMATION AND STATISTICAL DATA

     The  tables  and  schedules  on  the  following  pages  set  forth  certain
significant  financial  information  and  statistical  data  with respect to the
distribution of assets, liabilities and shareholders' equity, the interest rates
we experienced; our investment portfolio; our loan portfolio, including types of
loans,  maturities,  and sensitivities of loans to changes in interest rates and
information  on  nonperforming  loans;  summary  of the loan loss experience and
allowance  for  loan  losses;  types  of  deposits, and the return on equity and
assets.

                    DISTRIBUTION OF ASSETS, LIABILITIES, AND
                              SHAREHOLDERS' EQUITY:
                    INTEREST RATES AND INTEREST DIFFERENTIALS

AVERAGE BALANCES

     Our consolidated average balance sheets for the periods indicated are
presented below. (1)


                                       20
<PAGE>
<TABLE>
<CAPTION>
                                                      Year Ended December 31,
                                                        2003          2002
                                                    -------------  -----------
                                                       (Dollars in Thousands)
                                                       ----------------------
<S>                                                 <C>            <C>
ASSETS

Cash and due from banks                             $      1,374   $      707
Federal funds sold                                        12,297        4,451
Securities available-for-sale, at cost                     6,705        1,303
Other investments                                            329            -
Unrealized gains on securities available-for-sale             13            8
Loans (2)                                                 81,428       26,776
Allowance for loan losses                                   (947)        (288)
Other assets                                               6,150        3,708
                                                    -------------  -----------
                                                    $    107,349   $   36,665
                                                    =============  ===========

Total interest-earning assets                       $    100,772   $   32,538
                                                    =============  ===========

LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits:
Noninterest-bearing demand                          $      7,084   $    1,896
Interest-bearing demand and savings                       52,375       18,170
Time                                                      23,204        8,132
                                                    -------------  -----------
               Total Deposits                             82,663       28,198

Federal funds purchased                                      874           44
Other borrowings                                             535            -
Other liabilities                                            254          117
                                                    -------------  -----------
               Total Liabilities                          84,326       28,359
Shareholders' equity (3)                                  23,023        8,306
                                                    -------------  -----------
                                                    $    107,349   $   36,665
                                                    =============  ===========

Total interest-bearing liabilities                  $     76,988   $   26,346
                                                    =============  ===========
<FN>
(1)  Average  balances  were  determined using the daily average balances during
     the  periods  presented  for  each  category

(2)  There were no nonaccrual loans included in average loans.

(3)  Average unrealized gains net of tax effect on securities available for sale
     of  $9,000  and  $6,000 were included in shareholders' equity for the years
     2003  and  2002,  respectively.
</TABLE>


                                       21
<PAGE>
INTEREST INCOME AND INTEREST EXPENSE

     The  following  tables  set  forth  the  amount  of our interest income and
interest  expense  for  each  category  of  interest-earning  assets  and
interest-bearing  liabilities  and  the  average  interest  rate  for  total
interest-earning  assets  and  total  interest-bearing liabilities, net interest
spread  and  net  interest  margin.

<TABLE>
<CAPTION>
                                     Year Ended December 31, 2003      Year Ended December 31, 2002
                                   --------------------------------  ---------------------------------
                                      Interest      Average Yields       Interest      Average Yields
                                        (Dollars in Thousands)            (Dollars in Thousands)
                                        ----------------------            ----------------------
<S>                                <C>              <C>              <C>               <C>
INTEREST INCOME:
  Interest and fees on loans (1)   $         5,897            7.24%  $          2,005            7.49%
  Interest on taxable securities               197            2.80                 59            4.50
  Interest on Federal funds sold               123            1.00                 66            1.49
                                   ---------------  ---------------  ----------------  ---------------
  Total interest income                      6,217            6.17              2,130            6.55
                                   ---------------  ---------------  ----------------  ---------------

INTEREST EXPENSE:
  Interest on interest-bearing
  demand deposits and savings                1,039            1.98                525            2.88
  Interest on time deposits                    565            2.44                245            3.01
  Interest on other borrowings                  20            1.42                  -               -
                                   ---------------  ---------------  ----------------  ---------------
  Total interest expense                     1,624            2.11                770            2.92
                                   ---------------  ---------------  ----------------  ---------------

NET INTEREST INCOME                $         4,593                   $          1,360
                                   ===============                   ================

  Net interest spread                                         4.06%                              3.63%
                                                    ===============                    ===============
  Net interest margin                                         4.56%                              4.18%
                                                    ===============                    ===============
<FN>
(1)  Interest  and  fees  on  loans  include $1,597,000 and $380,000 of loan fee
     income  for  the  years  ended  December  31,  2003  and December 31, 2002,
     respectively.  There  was no interest income recognized on nonaccrual loans
     during  2003  or  2002.
</TABLE>

RATE AND VOLUME ANALYSIS
     The following table describes the extent to which changes in interest rates
and  changes  in  volume  of  interest-earning  assets  and  interest-bearing
liabilities  have  affected  our  interest  income  and expense during the years
indicated.  For  each  category  of interest-earning assets and interest-bearing
liabilities,  information  is  provided on changes attributable to (1) change in
volume  (change  in volume multiplied by previous year rate); (2) change in rate
(change in rate multiplied by previous year volume); and a combination of change
in  rate  and  change  in  volume.  The  changes in interest income and interest
expense attributable to both volume and rate have been allocated proportionately
to  the  change  due  to  volume  and  the  change  due  to  rate.

<TABLE>
<CAPTION>
                   ANALYSIS OF CHANGES IN NET INTEREST INCOME
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
                                 (IN THOUSANDS)

                                              2003 COMPARED TO 2002
                                               INCREASE (DECREASE)
                                                DUE TO CHANGE IN
                                             RATE   VOLUME   CHANGE
                                            ------  -------  -------
<S>                                         <C>     <C>      <C>
Income from interest-earning assets:
  Interest and fees on loans                $(182)  $ 4,074  $ 3,892
  Interest on taxable securities              (13)      151      138
  Interest on Federal funds sold              (31)       88       57
                                            ------  -------  -------
          Total interest income              (226)    4,313    4,087
                                            ------  -------  -------

Expense from interest-bearing liabilities:
  Interest on interest-bearing deposits      (102)      616      514
  Interest on time deposits                   (37)      357      320
  Interest on borrowings                        -        20       20
                                            ------  -------  -------
          Total interest expense             (139)      993      854
                                            ------  -------  -------
          Net interest income               $ (87)  $ 3,320  $ 3,233
                                            ======  =======  =======
</TABLE>


                                       22
<PAGE>
                              INVESTMENT PORTFOLIO

TYPES OF INVESTMENTS

     The carrying amounts of securities classified as available-for-sale, are
summarized as follows:

<TABLE>
<CAPTION>
                                 December 31, 2003        December 31, 2002
                              -----------------------  -----------------------
                              (Dollars in Thousands)   (Dollars in Thousands)
                              -----------------------  -----------------------
<S>                           <C>                      <C>
Debt securities:
  U.S. Government and agency
    securities                $                11,229  $                 2,527
  Mortgage backed securities                    2,435                    1,116
                              -----------------------  -----------------------
                              $                13,664  $                 3,643
                              =======================  =======================
</TABLE>

MATURITIES
     The  contractual  maturity  of securities as of December 31, 2003 are shown
below.

<TABLE>
<CAPTION>
                                                After one but     After five but
                            Within one year      within five         within ten    Totals
                            ----------------  -----------------  ----------------  -------
                            Amount   Yield     Amount    Yield    Amount   Yield
                            ------  --------  --------  -------  --------  ------
<S>                         <C>     <C>       <C>       <C>      <C>       <C>     <C>
U.S. Government and
    agency securities            -         -  $ 11,229    3.20%         -       -  $11,229
Mortgage-backed securities       -         -     2,435    2.85%         -       -    2,435
                            ------  --------  --------  -------  --------  ------  -------

                                 -         -  $ 13,664    3.14%         -       -  $13,664
                            ======  ========  ========  =======  ========  ======  =======
</TABLE>

     Other investments consist of stock of the Federal Home Loan Bank of Atlanta
and  stock  of Community Financial Services, Inc., parent company of The Bankers
Bank  of  Atlanta,  both  purchased  during  2003.

                                 LOAN PORTFOLIO

TYPES OF LOANS

     The amount of loans outstanding at the indicated dates are shown in the
following table according to the type of loan.

<TABLE>
<CAPTION>
                                         December 31, 2003        December 31, 2002
                                      -----------------------  -----------------------
                                      (Dollars in Thousands)   (Dollars in Thousands)
                                      -----------------------  -----------------------
<S>                                   <C>                      <C>
Commercial                            $               38,815   $                5,652
Real estate construction                             101,955                   19,471
Real estate mortgage - commercial                     63,370                   11,628
Real estate mortgage - consumer                       11,666                    5,417
Consumer installment loans and other                   1,415                    1,394
                                      -----------------------  -----------------------
                                                     217,221                   43,562
Less deferred loan fees                                 (341)                    (147)
Less allowance for loan losses                        (2,699)                    (492)
                                      -----------------------  -----------------------
       Net loans                      $              214,181   $               42,923
                                      =======================  =======================
</TABLE>


                                       23
<PAGE>
MATURITIES AND SENSITIVITIES OF LOANS TO CHANGES IN INTEREST RATES

     Total  loans  as  of  December  31,  2003  are shown in the following table
according  to  contractual  maturity classifications one year or less, after one
year  through  five  years,  and  after  five  years.

<TABLE>
<CAPTION>
                                        December 31, 2003
                                     -----------------------
                                     (Dollars in Thousands)
                                     -----------------------
<S>                                  <C>
Commercial
  One year or less                   $        27,250
  After one year through five years           11,060
  After five years                               505
                                     ---------------
                                              38,815
                                     ---------------
Construction
  One year or less                            69,489
  After one year through five years           32,466
  After five years                                 -
                                     ---------------
                                             101,955
                                     ---------------

Other
  One year or less                            29,062
  After one year through five years           41,449
  After five years                             5,940
                                     ---------------
                                              76,451
                                     ---------------

                                     $       217,221
                                     ===============
</TABLE>

     The  following  table  summarizes  loans  at December 31, 2003 with the due
dates after one year that have predetermined and floating or adjustable interest
rates.

<TABLE>
<CAPTION>
                                       (Dollars in Thousands)
<S>                                    <C>
Predetermined interest rates           $  29,843
Floating or adjustable interest rates     61,577
                                       ---------
                                       $  91,420
                                       =========
</TABLE>

RISK ELEMENTS

     Information with respect to nonaccrual, past due, and restructured loans is
as  follows:

<TABLE>
<CAPTION>
                                                     December 31, 2003        December 31, 2002
                                                  -----------------------  -----------------------
                                                  (Dollars in Thousands)   (Dollars in Thousands)
<S>                                               <C>                      <C>
Nonaccrual loans                                           $ -                      $ -
Loans contractually past due ninety days or more
  as to interest or principal payments and still
  accruing                                                   -                        -
Restructured loans                                           -                        -
Loans, now current about which there are serious
  doubts as to the ability of the borrower to
  comply with loan repayment terms                           -                        -
Interest income that would have been recorded on
  nonaccrual and restructured loans under
  original terms                                             -                        -
Interest income that was recorded on nonaccrual
  and restructured loans                                     -                        -
</TABLE>


                                       24
<PAGE>
     It is our policy to discontinue the accrual of interest income when, in the
opinion  of management, collection of interest becomes doubtful.  The collection
of  interest  becomes  doubtful when there is a significant deterioration in the
financial condition of the borrower and full repayment of principal and interest
is  not  expected  unless  the  loan  is both well-secured and in the process of
collection.

     Any  loans  classified  for  regulatory  purposes  as  loss,  doubtful,
substandard,  or  special mention that have not been included in the table above
do  not  represent  or  result  from  trends  or  uncertainties  that management
reasonably  expects  will materially impact future operating results, liquidity,
or  capital  resources.  We  believe that these borrowers will comply with their
loan  repayment  terms.

                         SUMMARY OF LOAN LOSS EXPERIENCE

     The  following  table  summarizes  average  loan  balances  for  the  year
determined  using  the  daily  average  balances  during  the  period of banking
operations;  changes in the allowance for loan losses arising from loans charged
off  and  recoveries on loans previously charged off; additions to the allowance
which  have  been charged to operating expense; and the ratio of net charge-offs
during  the  period  to  average  loans.

<TABLE>
<CAPTION>
                                                                                   2003          2002
                                                                               -------------  -----------
                                                                                 (Dollars in Thousands)
<S>                                                                            <C>            <C>
Average amount of loans outstanding                                            $      81,428  $    26,776
                                                                               =============  ===========
Balance of allowance for loan losses at beginning of period                    $         492  $        55
Loans charged off                                                                          -            -
Loans recovered                                                                            -            -
Net charge-offs                                                                            -            -
Additions to the allowance charged to operating expense during period                  2,207          437
                                                                               -------------  -----------
Balance of allowance for loan losses at end of period                          $       2,699  $       492
                                                                               =============  ===========
Ratio of net loans charged off during the period to average loans outstanding             -%           -%
</TABLE>

ALLOWANCE FOR LOAN LOSSES

     We  have  developed  policies  and  procedures  for  evaluating the overall
quality  of  our  credit  portfolio  and  the timely identification of potential
problem credits. On a quarterly basis, our bank's board of directors reviews and
approves  the  appropriate  level for the bank's allowance for loan losses based
upon  management's  recommendations,  the results of the internal monitoring and
reporting  system,  analysis of economic conditions in its markets, and a review
of  historical  statistical  data  for  both  the  bank  and  other  financial
institutions.

     Our  bank's  allowance  for  loan  losses  is  based  upon  judgments  and
assumptions  of  risk elements in the portfolio, future economic conditions, and
other  factors  affecting  borrowers.  The  process  includes identification and
analysis of loss potential in various portfolio segments utilizing a credit risk
grading  process  and  specific  reviews  and evaluations of significant problem
credits.  In addition, management monitors the overall portfolio quality through
observable  trends  in  delinquency,  charge-offs,  and  general  and  economic
conditions  in  the  service area. The adequacy of the allowance for loan losses
and  the  effectiveness  of our monitoring and analysis system are also reviewed
periodically  by  the  banking  regulators  and  our  independent  auditors.

     Management's  judgment  as to the adequacy of the allowance is based upon a
number  of  assumptions  about future events which it believes to be reasonable,
but  which  may  or may not be accurate.  Because of the inherent uncertainty of
assumptions  made  during the evaluation process, there can be no assurance that
loan  losses  in future periods will not exceed the allowance for loan losses or
that  additional  allocations will not be required.  Our losses will undoubtedly
vary  from  our estimates, and there is a possibility that charge-offs in future
periods  will  exceed the allowance for loan losses as estimated at any point in
time.


                                       25
<PAGE>
     As of December 31, 2003, we had made no formal allocations of our allowance
for  loan  losses  to specific categories of loans.  Based on our best estimate,
the  allocation  of  the  allowance for loan losses to types of loans, as of the
indicated  date,  is  as  follows:

<TABLE>
<CAPTION>
                                         December 31, 2003                       December 31, 2002
                                         -----------------                       -----------------
                                              Percent of loans in each                 Percent of loans in each
                                   Amount      category to total loans      Amount      category to total loans
                                ------------  -------------------------  ------------  -------------------------
<S>                             <C>           <C>                        <C>           <C>

                                       (Dollars in Thousands)                  (Dollars in Thousands)

Commercial                      $        486                        18%  $         59                        13%
Real estate - construction             1,269                        47            235                        45
Real estate - mortgage                   918                        34            184                        39
Consumer installment and other            27                         1             14                         3
                                ------------  -------------------------  ------------  -------------------------
                                $      2,699                       100%  $        492                       100%
                                ============  =========================  ============  =========================
</TABLE>

                                    DEPOSITS

     Average amount of deposits and average rates paid thereon, classified as to
noninterest-bearing  demand  deposits,  interest-bearing  demand  deposits  and
savings  deposits,  and  time  deposits,  is  presented  below.

<TABLE>
<CAPTION>
                                                         2003                      2002
                                                         ----                      ----
                                                 Amount      Percent       Amount      Percent
                                              ------------  ----------  ------------  ----------
                                               (Dollars in Thousands)    (Dollars in Thousands)
<S>                                           <C>           <C>         <C>           <C>
Noninterest-bearing demand deposits           $      7,084          -%  $      1,896          -%
Interest-bearing demand deposits and savings        52,375        1.98        18,170        2.88
Time deposits                                       23,204        2.44         8,132        3.01
                                              ------------              ------------
      Total deposits                          $     82,663              $     28,198
                                              ============              ============
</TABLE>

     The  amounts  of time certificates of deposit issued in amounts of $100,000
or  more  as  of  December  31,  2003 are shown below by category, based on time
remaining until maturity of (1) three months or less, (2) over three through six
months,  (3)  over  six  through  twelve  months,  and  (4)  over twelve months.

<TABLE>
<CAPTION>
                                               December 31, 2003
                                            -----------------------
                                             (Dollars in Thousands)
                                            -----------------------
<S>                                         <C>
     Three months or less                   $                 4,867
     Over three months through six months                    17,627
     Over six months through twelve months                   34,725
     Over twelve months                                      25,099
                                            -----------------------
     Total                                  $                82,318
                                            =======================
</TABLE>

                    RETURN ON ASSETS AND SHAREHOLDERS' EQUITY

     The following rate of return information for the years indicated is
presented below.

<TABLE>
<CAPTION>
                                               2003                  2002
                                              ------                -------
<S>                                           <C>                   <C>
Return on average assets (1)                    .15%                (1.92)%
Return on average equity (2)                    .69%                (8.49)%
Dividend payout ratio (3)                         -                      -
Equity to assets ratio (4)                    23.25%                 22.65%
<FN>
(1)     Net income (loss)divided by average total assets.
(2)     Net income (loss) divided by average equity.
(3)     Dividends declared per share of common stock divided by net loss per
        share.
(4)     Average shareholders equity divided by average total assets.
</TABLE>


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

                          GEORGIAN BANCORPORATION, INC.
                                 AND SUBSIDIARY

                          CONSOLIDATED FINANCIAL REPORT
                                DECEMBER 31, 2003



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



                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS . . . . . . . . . . . . .  28

FINANCIAL STATEMENTS

  CONSOLIDATED BALANCE SHEETS  . . . . . . . . . . . . . . . . . . . . . . .  30
  CONSOLIDATED STATEMENTS OF OPERATIONS  . . . . . . . . . . . . . . . . . .  31
  CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME  . . . . . . . . . . . . .  32
  CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY  . . . . . . . . . . . . .  33
  CONSOLIDATED STATEMENTS OF CASH FLOWS  . . . . . . . . . . . . . . . . . .  34
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS . . . . . . . . . . . . . . . .  35
</TABLE>


                                       27
<PAGE>
                            Porter Keadle Moore, LLP
                            ------------------------


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


TO THE BOARD OF DIRECTORS AND SHAREHOLDERS
GEORGIAN BANCORPORATION, INC. AND SUBSIDIARY
POWDER SPRINGS, GEORGIA


     We  have  audited  the  accompanying consolidated balance sheet of GEORGIAN
BANCORPORATION,  INC.  AND  SUBSIDIARY  as of December 31, 2003, and the related
consolidated  statements  of  operations,  comprehensive  income  (loss),
shareholders'  equity  and  cash flows for the year then ended.  These financial
statements  are  the  responsibility  of  the  Company's  management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audit.  The  financial  statements  for 2002 were audited by other auditors
whose  report  dated  January 30, 2003 expressed an unqualified opinion on those
statements.

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

     In  our  opinion,  the  2003  consolidated financial statements referred to
above  present  fairly,  in  all  material  respects,  the financial position of
Georgian  Bancorporation,  Inc.  and subsidiary as of December 31, 2003, and the
results  of  their  operations  and their cash flows for the year then ended, in
conformity with accounting principles generally accepted in the United States of
America.


                                                    /s/ Porter Keadle Moore, LLP

Atlanta, Georgia
January 30, 2004


                          CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------------------------------------
Suite 1800 - Peachtree Street NE - Atlanta, Georgia 30303 - Phone 404-588-4200 -
                         Fax 404-588-4222 - www.pkm.com


                                       28
<PAGE>
                          INDEPENDENT AUDITOR'S REPORT


TO THE BOARD OF DIRECTORS
SWEETWATER FINANCIAL GROUP, INC.
POWDER SPRINGS, GEORGIA


     We have audited the accompanying consolidated balance sheets of SWEETWATER
FINANCIAL GROUP, INC. AND SUBSIDIARY as of December 31, 2002, and the related
consolidated statements of operations, comprehensive loss, stockholders' equity
and cash flows for the year then ended.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.


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


     In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Sweetwater Financial Group,
Inc. and subsidiary as of December 31, 2002, and the results of their operations
and their cash flows for the year then ended, in conformity with accounting
principles generally accepted in the United States of America.


                                                   /s/ Mauldin & Jenkins, LLC

Atlanta, Georgia
January 30, 2003


                                       29
<PAGE>
<TABLE>
<CAPTION>
                                 GEORGIAN BANCORPORATION, INC.
                                         AND SUBSIDIARY

                                  CONSOLIDATED BALANCE SHEETS

                                   DECEMBER 31, 2003 AND 2002



                                                                        2003           2002
                                                                    -------------  ------------
<S>                                                                 <C>            <C>
                                  ASSETS
                                  ------

Cash and due from banks                                             $  1,070,004   $   906,026
Federal funds sold                                                    11,645,000     5,764,000
                                                                    -------------  ------------
    Cash and cash equivalents                                         12,715,004     6,670,026
Investment securities available-for-sale                              13,663,797     3,643,035
Other investments                                                        864,825             -

Loans                                                                216,879,255    43,414,667
Less allowance for loan losses                                         2,698,500       492,000
                                                                    -------------  ------------
          Loans, net                                                 214,180,755    42,922,667

Premises and equipment                                                 3,708,731     3,396,312
Other assets                                                           4,911,725     2,063,654
                                                                    -------------  ------------

          TOTAL ASSETS                                              $250,044,837   $58,695,694
                                                                    =============  ============

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

Deposits:
    Noninterest-bearing                                             $  5,857,275   $ 3,375,301
    Interest-bearing                                                 185,236,137    47,064,458
                                                                    -------------  ------------
           Total deposits                                            191,093,412    50,439,759
Other borrowings                                                         600,090       115,468
Other liabilities                                                        217,114        96,321
                                                                    -------------  ------------

          TOTAL LIABILITIES                                          191,910,616    50,651,548
                                                                    -------------  ------------

Commitments
Shareholders' equity:
    Preferred stock, $.01 par value; 10,000,000 shares authorized;
        no shares issued and outstanding                                       -             -
    Common stock, $.01 par value, 10,000,000 shares authorized;
        5,945,286 and 944,286 shares issued and outstanding
        in 2003 and 2002, respectively                                    59,453         9,443
    Additional paid-in capital                                        59,250,134     9,369,620
    Accumulated deficit                                               (1,190,469)   (1,353,659)
    Accumulated other comprehensive income                                15,103        18,742
                                                                    -------------  ------------

          TOTAL SHAREHOLDERS' EQUITY                                  58,134,221     8,044,146
                                                                    -------------  ------------

          TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                $250,044,837   $58,695,694
                                                                    =============  ============
<FN>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
</TABLE>


                                       30
<PAGE>
<TABLE>
<CAPTION>
                              GEORGIAN BANCORPORATION, INC.
                                     AND SUBSIDIARY

                          CONSOLIDATED STATEMENTS OF OPERATIONS

                     FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002


                                                                   2003         2002
                                                                -----------  -----------
<S>                                                             <C>          <C>
INTEREST INCOME:
  Loans, including fees                                         $5,897,438   $2,004,941
  Taxable securities                                               197,325       58,641
  Federal funds sold                                               122,811       66,240
                                                                -----------  -----------
     TOTAL INTEREST INCOME                                       6,217,574    2,129,822
                                                                -----------  -----------

INTEREST EXPENSE:
  Deposits                                                       1,604,005      768,625
  Other borrowings                                                  20,325        1,127
                                                                -----------  -----------
     TOTAL INTEREST EXPENSE                                      1,624,330      769,752
                                                                -----------  -----------

     NET INTEREST INCOME                                         4,593,244    1,360,070

PROVISION FOR LOAN LOSSES                                        2,206,500      437,000
                                                                -----------  -----------
     NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES         2,386,744      923,070
                                                                -----------  -----------

OTHER INCOME:
  Service charges on deposit accounts                               50,036       27,813
  Other operating income                                           117,516       49,470
                                                                -----------  -----------
     TOTAL OTHER INCOME                                            167,552       77,283
                                                                -----------  -----------

OTHER EXPENSES:
  Salaries and employee benefits                                 2,021,689    1,044,613
  Equipment and occupancy expenses                                 325,634      200,967
  Other operating expenses                                         758,313      459,325
                                                                -----------  -----------
     TOTAL OTHER EXPENSES                                        3,105,636    1,704,905
                                                                -----------  -----------

     LOSS BEFORE INCOME TAX BENEFIT                               (551,340)    (704,552)

INCOME TAX BENEFIT                                                 714,530            -
                                                                -----------  -----------

     NET INCOME (LOSS)                                          $  163,190   $ (704,552)
                                                                ===========  ===========

BASIC INCOME (LOSS) PER SHARE                                   $     0.07   $    (0.75)
                                                                ===========  ===========
DILUTED INCOME (LOSS) PER SHARE                                 $     0.06   $    (0.75)
                                                                ===========  ===========
<FN>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
</TABLE>


                                       31
<PAGE>
<TABLE>
<CAPTION>
                             GEORGIAN BANCORPORATION, INC.
                                     AND SUBSIDIARY

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

                     FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002


                                                                    2003        2002
                                                                  ---------  ----------
<S>                                                               <C>        <C>
NET INCOME (LOSS)                                                 $163,190   $(704,552)
                                                                  ---------  ----------

OTHER COMPREHENSIVE INCOME (LOSS):

  Unrealized holding gains (losses) on available-for-sale
    securities arising during period, net of tax of
    $1,959 and $10,092, respectively                                (3,639)     16,164
                                                                  ---------  ----------
COMPREHENSIVE INCOME (LOSS)                                       $159,551   $(688,388)
                                                                  =========  ==========
<FN>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
</TABLE>


                                       32
<PAGE>
<TABLE>
<CAPTION>
                                          GEORGIAN BANCORPORATION, INC.
                                                  AND SUBSIDIARY

                                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

                                  FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002


                                                                                   ACCUMULATED
                                   COMMON STOCK      ADDITIONAL                       OTHER            TOTAL
                                ------------------    PAID-IN      ACCUMULATED    COMPREHENSIVE    SHAREHOLDERS'
                                 SHARES    AMOUNT     CAPITAL        DEFICIT         INCOME           EQUITY
                                ---------  -------  ------------  -------------  ---------------  ---------------
<S>                             <C>        <C>      <C>           <C>            <C>              <C>

BALANCE, DECEMBER 31, 2001        938,453  $ 9,385  $ 9,311,348   $   (649,107)  $        2,578   $    8,674,204
  Net loss                              -        -            -       (704,552)               -         (704,552)
  Exercise of stock warrants        5,833       58       58,272              -                -           58,330
  Other comprehensive income            -        -            -              -           16,164           16,164
                                ---------  -------  ------------  -------------  ---------------  ---------------
BALANCE, DECEMBER 31, 2002        944,286    9,443    9,369,620     (1,353,659)          18,742        8,044,146
  Net income                            -        -            -        163,190                -          163,190
  Issuance of common stock      5,000,000   50,000   49,950,000              -                -       50,000,000
  Stock offering costs                  -        -      (77,996)             -                -          (77,996)
  Exercise of stock options         1,000       10        8,510              -                -            8,520
  Other comprehensive income            -        -            -              -           (3,639)          (3,639)
                                ---------  -------  ------------  -------------  ---------------  ---------------
BALANCE, DECEMBER 31, 2003      5,945,286  $59,453  $59,250,134   $ (1,190,469)  $       15,103   $   58,134,221
                                =========  =======  ============  =============  ===============  ===============
<FN>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
</TABLE>


                                       33
<PAGE>
<TABLE>
<CAPTION>
                                     GEORGIAN BANCORPORATION, INC.
                                            AND SUBSIDIARY

                                 CONSOLIDATED STATEMENTS OF CASH FLOWS

                            FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002



                                                                              2003           2002
                                                                         --------------  -------------
<S>                                                                      <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                                      $     163,190   $   (704,552)
  Adjustments to reconcile net income (loss) to net cash provided by
      (used in) operating activities:
    Depreciation and amortization                                              246,611        116,423
    Provision for loan losses                                                2,206,500        437,000
    Income tax benefit                                                        (714,530)             -
    Gain on sale of premises and equipment                                      (7,756)             -
    Increase in cash surrender value of life insurance                         (91,664)       (33,720)
    Change in other assets                                                    (984,588)      (228,836)
    Change in other liabilities                                                120,793         82,491
                                                                         --------------  -------------

          Net cash provided by (used in) operating activities                  938,556       (331,194)
                                                                         --------------  -------------

CASH FLOWS FROM INVESTING ACTIVITIES, NET OF
     ACQUISITION
  Purchases of securities available-for-sale                               (15,265,309)    (3,730,147)
  Proceeds from sales and calls of securities available-for-sale             5,171,417        611,966
  Purchases of other investments                                              (864,825)             -
  Net increase in loans                                                   (173,464,588)   (37,960,594)
  Purchase of premises and equipment                                          (291,565)    (1,847,068)
  Purchase of insurance policies                                                     -     (1,710,000)
  Proceeds from the sale of premises and equipment                              75,580              -
  Cash paid in business acquisition                                         (1,323,087)             -
                                                                         --------------  -------------

           Net cash used in investing activities                          (185,962,377)   (44,635,843)
                                                                         --------------  -------------

CASH FLOWS FROM FINANCING ACTIVITIES, NET OF
     ACQUISITION
  Net increase in deposits                                                 140,653,653     44,953,466
  Net increase in other borrowings                                             484,622         72,848
  Proceeds from issuance of common stock                                    50,000,000              -
  Stock offering costs                                                         (77,996)             -
  Proceeds from exercise of stock options and warrants                           8,520         58,330
                                                                         --------------  -------------

           Net cash provided by financing activities                       191,068,799     45,084,644
                                                                         --------------  -------------

Net increase in cash and cash equivalents                                    6,044,978        117,607

Cash and cash equivalents at beginning of year                               6,670,026      6,552,419
                                                                         --------------  -------------

Cash and cash equivalents at end of year                                 $  12,715,004   $  6,670,026
                                                                         ==============  =============

SUPPLEMENTAL DISCLOSURES

  Cash paid for interest                                                 $   1,557,953   $    716,451

  Noncash investing and financing activities:
    Change in unrealized gain/loss on investment securities
      available-for-sale, net of tax                                     $      (3,639)  $     16,164
<FN>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
</TABLE>


                                       34
<PAGE>
                          GEORGIAN BANCORPORATION, INC.
                                 AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          NATURE OF BUSINESS
          Georgian  Bancorporation,  Inc.  (the  "Company")  is  a  bank holding
          company  whose  business  is conducted by its wholly-owned subsidiary,
          Georgian  Bank  (the  "Bank").  The  Company  was  formerly  known  as
          Sweetwater Financial Group, Inc. The Bank is a commercial bank located
          in  Powder  Springs,  Cobb  County,  Georgia. The Bank provides a full
          range  of  banking  services  in  its  primary market area of northern
          metropolitan  Atlanta.  The Company is subject to regulation under the
          Bank  Holding  Company Act of 1956. The Bank is primarily regulated by
          the  Georgia Department of Banking and Finance ("DBF") and the Federal
          Deposit  Insurance  Corporation  ("FDIC").

          BASIS OF PRESENTATION AND ACCOUNTING ESTIMATES
          The  consolidated  financial  statements  include  the accounts of the
          Company  and its subsidiary. Significant intercompany transactions and
          balances  have  been  eliminated  in  consolidation.

          In  preparing  financial  statements  in  conformity  with  accounting
          principles  generally  accepted  in  the  United  States  of  America,
          management  is  required to make estimates and assumptions that affect
          the  reported  amounts of assets and liabilities and the disclosure of
          contingent assets and liabilities as of the balance sheet date and the
          reported amounts of revenues and expenses during the reporting period.
          Actual  results  could differ from those estimates. Material estimates
          that  are  particularly  susceptible to significant change in the near
          term  relate to the determination of the allowance for loan losses and
          the  valuation  allowance  against  deferred  tax  assets.

          CASH AND CASH EQUIVALENTS
          Cash  equivalents  include  amounts  due  from banks and federal funds
          sold.  Generally,  federal  funds  are  sold  for  one-day  periods.

          The  Company  maintains  amounts  due  from banks which, at times, may
          exceed  federally  insured limits. The Company has not experienced any
          losses  in  such  accounts.

          INVESTMENT SECURITIES
          The  Company  classifies  its  securities  in one of three categories:
          trading,  available-for-sale,  or held-to-maturity. Trading securities
          are  securities  held  for  the  purpose  of  generating  profits  on
          short-term differences in price. Securities held-to-maturity are those
          securities for which the Company has the ability and intent to hold to
          maturity.  All  other securities are classified as available-for-sale.
          As  of  December  31,  2003  and 2002, all of the Company's investment
          securities  were  classified  as  available-for-sale.

          Trading  and available-for-sale securities are recorded at fair value.
          Held-to-maturity  securities  are  recorded  at cost, adjusted for the
          amortization or accretion of premiums or discounts. Unrealized holding
          gains and losses on trading securities are included in earnings in the
          period  in which the gain or loss occurs. Unrealized holding gains and
          losses,  net  of  the  related  tax  effect,  on  securities
          available-for-sale  are  excluded  from earnings and are reported as a
          separate  component  of stockholders' equity until realized. Transfers
          of  securities  between  categories  are recorded at fair value at the
          date  of  transfer.

          A  decline  in  the  market  value  of  any  available-for-sale  or
          held-to-maturity  investment  below  cost  that  is  deemed other than
          temporary  is charged to earnings and establishes a new cost basis for
          the  security.


                                       35
<PAGE>
                          GEORGIAN BANCORPORATION, INC.
                                 AND SUBSIDIARY
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

NOTE 1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

          INVESTMENT  SECURITIES,  CONTINUED
          Premiums  and discounts are amortized or accreted over the life of the
          related  security  as  an  adjustment to the yield. Realized gains and
          losses  are  included  in earnings and the cost of securities sold are
          derived  using  the  specific  identification  method.

          OTHER  INVESTMENTS
          Other  investments  include  Federal Home Loan Bank ("FHLB") stock and
          other equity securities with no readily determinable fair value. These
          investments  are  carried  at  cost,  which  approximates  fair value.

          LOANS
          Loans  are  reported  at  their  outstanding  principal  balances less
          deferred  loan fees and the allowance for loan losses. Interest income
          is  accrued  on the unpaid principal balance using the simple interest
          method.

          Nonrefundable  loan  fees, net of loan origination costs, are deferred
          and  recognized  as  an  adjustment of the related loan yield over the
          life  of  the  loan  using  a method which approximates a level yield.

          The accrual of interest on loans is discontinued when, in management's
          opinion,  the  borrower  may be unable to meet payments as they become
          due,  unless  the  loan  is well-secured. All interest accrued but not
          collected  for  loans  that are placed on nonaccrual or charged off is
          reversed  against interest income. Interest income on nonaccrual loans
          is  subsequently  recognized  only  to  the  extent  cash payments are
          received,  until  the  loans  are  returned  to  accrual  status.

          The  allowance  for loan losses is established through a provision for
          loan  losses  charged  to expense. Loan losses will be charged against
          the  allowance  when  management  believes  the  collectibility of the
          principal  is  unlikely. Subsequent recoveries will be credited to the
          allowance.

          The  allowance  is an amount that management believes will be adequate
          to  absorb  estimated  losses in the loan portfolio. The allowance for
          loan losses is evaluated on a regular basis by management and is based
          upon management's periodic review of the nature and volume of the loan
          portfolio,  adverse  situations that may affect the borrower's ability
          to  repay, estimated value of any underlying collateral and prevailing
          economic  conditions.  This  evaluation is inherently subjective as it
          requires  estimates  that  are  susceptible to significant revision as
          more  information  becomes  available.  While management uses the best
          information  available  to  make its evaluation, future adjustments to
          the  allowance  may  be  necessary if there are significant changes in
          economic  conditions. In addition, regulatory agencies, as an integral
          part  of  their examination process, periodically review the Company's
          allowance  for  loan  losses,  and  may  require  the  Company to make
          additions  to  the allowance based on their judgment about information
          available  to  them  at  the  time  of  their  examinations.

          A  loan is considered impaired when it is probable the Company will be
          unable  to  collect  all  principal  and  interest  payments  due  in
          accordance  with the contractual terms of the loan agreement. Impaired
          loans are measured by either the present value of expected future cash
          flows  discounted  at  the  loan's effective interest rate, the loan's
          obtainable  market  price,  or the fair value of the collateral if the
          loan  is  collateral  dependent. The amount of impairment, if any, and
          any  subsequent changes are included in the allowance for loan losses.


                                       36
<PAGE>
                          GEORGIAN BANCORPORATION, INC.
                                 AND SUBSIDIARY
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

NOTE 1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

          PREMISES AND EQUIPMENT
          Premises  and  equipment  are  stated  at  cost  less  accumulated
          depreciation.  Major  additions  and  improvements  are charged to the
          asset  accounts  while  maintenance and repairs that do not improve or
          extend  the  useful  lives  of the assets are expensed currently. When
          assets  are  retired  or  otherwise  disposed of, the cost and related
          accumulated  depreciation  are removed from the accounts, and any gain
          or  loss  is  reflected  in  earnings  for  the  period.

          Depreciation  expense  is computed using the straight-line method over
          the  following  estimated  useful  lives:

<TABLE>
<CAPTION>
<S>                                            <C>
            Building                             39 years
            Furniture and equipment            3-28 years
</TABLE>

          SECURITIES SOLD UNDER REPURCHASE AGREEMENTS
          Securities  sold  under repurchase agreements, which are classified as
          other borrowings, generally mature within one day from the transaction
          date. Securities sold under repurchase agreements are reflected at the
          amount  of  cash  received  in  connection  with  the transaction. The
          Company  may be required to provide additional collateral based on the
          fair  value  of  the  underlying  securities.

          INCOME TAXES
          Deferred  tax  assets  and liabilities are recorded for the future tax
          consequences  attributable  to  differences  between  the  financial
          statement  carrying  amounts  of  existing  assets and liabilities and
          their respective tax bases. Future tax benefits, such as net operating
          loss  carryforwards,  are recognized to the extent that realization of
          such  benefits  is  more  likely  than  not.  Deferred  tax assets and
          liabilities  are measured using enacted tax rates expected to apply to
          taxable  income  in  the years in which the assets and liabilities are
          expected to be recovered or settled. The effect on deferred tax assets
          and  liabilities  of a change in tax rates is recognized in income tax
          expense  in  the  period  that  includes  the  enactment  date.

          In  the  event  the future tax consequences of differences between the
          financial  reporting  bases  and the tax bases of The Company's assets
          and  liabilities  results in deferred tax assets, an evaluation of the
          probability  of being able to realize the future benefits indicated by
          such  assets is required. A valuation allowance is provided when it is
          more  likely  than  not  that  some portion or all of the deferred tax
          asset  will  not  be realized. In assessing the ability to realize the
          deferred  tax  assets, management considers the scheduled reversals of
          deferred  tax  liabilities,  projected  future taxable income, and tax
          planning  strategies.

          NET EARNINGS PER COMMON SHARE
          The  Company  is required to report earnings per common share with and
          without  the dilutive effects of potential common stock issuances from
          instruments  such  as  options, convertible securities and warrants on
          the  face  of  the statements of operations. Basic earnings per common
          share  are  based  on  the  weighted  average  number of common shares
          outstanding  during  the  period while the effects of potential common
          shares  outstanding during the period are included in diluted earnings
          per  share.  Additionally, the Company must reconcile the amounts used
          in  the  computation  of  both "basic earnings per share" and "diluted
          earnings  per  share".  For  2002, the potential effect of outstanding
          options  and  warrants  would  be  antidilutive,  and therefore is not
          presented.  Antidilutive  warrants  totaled 329,167 as of December 31,
          2002.  Earnings  per  common share amounts for the year ended December
          31,  2003  are  as  follows:


                                       37
<PAGE>
                          GEORGIAN BANCORPORATION, INC.
                                 AND SUBSIDIARY
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

NOTE 1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

          NET EARNINGS PER COMMON SHARE, CONTINUED

<TABLE>
<CAPTION>
            FOR THE YEAR ENDED DECEMBER 31, 2003

                                                   Net Earnings   Common Share    Per Share
                                                   (Numerator)    (Denominator)    Amount
                                                  --------------  -------------  -----------
<S>                                               <C>             <C>            <C>
            Basic earnings per share              $      163,190      2,508,744  $     0.07

            Effect of dilutive securities -
                stock options and warrants                     -         10,360        (.01)
                                                  --------------  -------------  -----------

            Diluted earnings per share            $      163,190      2,519,104  $     0.06
                                                  ==============  =============  ===========
</TABLE>

          STOCK COMPENSATION PLANS
          The  Company  sponsors  two  stock-based compensation plans, which are
          described  more  fully in Note 7. The Company accounts for those plans
          under  the  recognition  and measurement principles of APB Opinion No.
          25,  Accounting  for  Stock  Issued  to  Employees,  and  related
          Interpretations.  No stock-based compensation cost is reflected in net
          income,  as  all options and warrants granted under those plans had an
          exercise  price  equal  to the market value of the underlying stock on
          the date of grant. The following table illustrates the proforma effect
          on  net income (loss) and income (losses) per share if the Company had
          applied  the  fair  value  recognition  provisions  of  Statement  of
          Financial  Accounting  Standards  (SFAS)  No.  123,  Accounting  for
          Stock-Based  Compensation,  to  stock-based  compensation.

<TABLE>
<CAPTION>
                                                                           2003         2002
                                                                        ----------  ------------
<S>                                                                     <C>         <C>
            Net income (loss), as reported                              $ 163,190   $  (704,552)
            Deduct: Total stock-based compensation
                expense, net of tax, determined under fair value based
                method for all awards                                    (239,938)     (472,147)
                                                                        ----------  ------------
            Pro forma net loss                                          $ (76,748)  $(1,176,699)
                                                                        ----------  ------------
            Income (loss) per share:
              Basic - as reported                                       $     .07   $     (0.75)
                                                                        ==========  ============
              Diluted - as reported                                     $     .06   $     (0.75)
                                                                        ==========  ============
              Basic and diluted - pro forma                             $    (.03)  $     (1.25)
                                                                        ==========  ============
</TABLE>

          COMPREHENSIVE INCOME
          Accounting  principles  generally  require  that  recognized  revenue,
          expenses,  gains and losses be included in net income (loss). Although
          certain  changes  in  assets and liabilities, such as unrealized gains
          and  losses  on  available-for-sale  securities,  are  reported  as  a
          separate  component  of  the equity section of the balance sheet, such
          items,  along  with net income (loss), are components of comprehensive
          income  (loss).

          RECENT ACCOUNTING STANDARDS
          Accounting  standards  that  have  been  issued  or  proposed  by  the
          Financial  Accounting  Standards  Board  and  other  standard  setting
          entities  that  do  not  require  adoption until a future date are not
          expected  to  have  a  material  impact  on the Company's consolidated
          financial  statements  upon  adoption.


                                       38
<PAGE>
                          GEORGIAN BANCORPORATION, INC.
                                 AND SUBSIDIARY
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

NOTE 2.   BUSINESS  COMBINATION

          On  September 5, 2003 the Company acquired all the assets and loans in
          process  and assumed all the liabilities of G. Teel Enterprises (GTE),
          Alpharetta,  Georgia  for approximately $1,423,000, which was all paid
          in  cash  upon  the  assumption of all of GTE's liabilities. GTE was a
          loan production office with a large volume of loans in process. All of
          the  employees  of  GTE  are  now  employees of the Company. Operating
          results of GTE have been included in the Company's operations from the
          date  of  acquisition.  The following is a pro forma disclosure of the
          results  of  operations  of  the  Company  as  if  the acquisition had
          occurred  as  of the beginning of the period presented. The results of
          operations  for  the  year ended December 31, 2002 would not have been
          different  than  the  results  presented  as GTE was not in operations
          during  2002.

<TABLE>
<CAPTION>
                                                                Pro Forma
          For the Year ended December 31, 2003   As Reported   Adjustments   Pro Forma Amount
          -------------------------------------  ------------  ------------  -----------------
<S>                                              <C>           <C>           <C>
          Net interest income                    $  4,593,244      176,232          4,769,476
          Provision for loan losses                 2,206,500            -          2,206,500
          Noninterest income                          167,552            -            167,552
          Noninterest expense                       3,105,636    1,049,513          4,155,149
          Income tax benefit                          714,530      332,000          1,046,530
                                                 ------------  ------------  -----------------
          Net earnings (loss)                    $    163,190     (541,281)          (378,091)
                                                 ============  ============  =================
          Net earnings (loss) per share          $        .06                            (.15)
                                                 ============                =================
</TABLE>

          The following table summarizes the estimated fair values of the assets
          acquired  and  the  liabilities  assumed  at  the date of acquisition:

<TABLE>
<CAPTION>
<S>                                             <C>
          Receivables                           $    106,012
          Premises and equipment                     261,865
          Goodwill                                 1,055,330
                                                ------------
            Total assets acquired               $  1,423,207
                                                ============

          Payables                              $    823,207
          Note payable                               600,000
                                                ------------
            Total liabilities assumed           $  1,423,207
                                                ============
</TABLE>

          The  goodwill  recorded  is  expected  to  be fully deductible for tax
          purposes.

NOTE 3.   INVESTMENT SECURITIES

          The  amortized  cost  and  fair  value of securities are summarized as
          follows:

<TABLE>
<CAPTION>
                                                          GROSS        GROSS
                                           AMORTIZED   UNREALIZED    UNREALIZED      FAIR
                                             COST         GAINS        LOSSES        VALUE
                                          -----------  -----------  ------------  -----------
<S>                                       <C>          <C>          <C>           <C>
          SECURITIES AVAILABLE-FOR-SALE
            December 31, 2003:
            U. S. Government and
              Agency securities           $11,183,127  $    53,536  $    (7,678)  $11,228,985
            Mortgage backed securities      2,457,435        1,454  $   (24,077)    2,434,812
                                          -----------  -----------  ------------  -----------
                                          $13,640,562  $    54,990  $   (31,755)  $13,663,797
                                          ===========  ===========  ============  ===========

            December 31, 2002:
            U. S. Government and
              Agency securities           $ 2,500,000  $    26,563  $         -   $ 2,526,563
            Mortgage backed securities      1,114,201        4,520       (2,249)    1,116,472
                                          -----------  -----------  ------------  -----------
                                          $ 3,614,201  $    31,083  $    (2,249)  $ 3,643,035
                                          ===========  ===========  ============  ===========
</TABLE>


                                       39
<PAGE>
                          GEORGIAN BANCORPORATION, INC.
                                 AND SUBSIDIARY
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

NOTE 3.   INVESTMENT SECURITIES, CONTINUED

          At  December  31,  2003, unrealized losses in the investment portfolio
          related  to  debt  securities.  The  unrealized losses on the debt and
          equity  securities  arose  due  to  changing interest rates and market
          conditions  and  are  considered to be temporary because of acceptable
          investment  grades  where  the  repayment  sources  of  principal  and
          interest  are  largely  backed by the U.S. Government. At December 31,
          2003, one out of eight U.S. Government and Agency securities contained
          unrealized  losses  while  six  out of nine mortgage backed securities
          contained  unrealized  losses. The Company did not have any securities
          as  of  December 31, 2003 that had been in an unrealized loss position
          for  greater  than  twelve  months.

          Securities  with  a  carrying  value  of  $3,775,597  and  $957,732 at
          December  31,  2003  and  2002,  respectively,  were pledged to secure
          public  deposits  and  for  other purposes as required or permitted by
          law.

          The  amortized  cost  and fair value of debt securities as of December
          31,  2003  by  contractual  maturity  are  shown below. Maturities may
          differ  from  contractual  maturities  of  mortgage-backed  securities
          because  the  mortgages  underlying  the  securities  may be called or
          repaid  without  penalty. Therefore, these securities are not included
          in  the  maturity  categories  in  the  following  summary.

<TABLE>
<CAPTION>
                                                         Amortized      Fair
                                                           Cost         Value
                                                        -----------  -----------
<S>                                                     <C>          <C>

          Due from one to five years                    $11,183,127  $11,228,985
          Mortgage backed securities                      2,457,435    2,434,812
                                                        -----------  -----------
                                                        $13,640,562  $13,663,797
                                                        ===========  ===========
</TABLE>

NOTE 4.   LOANS

          The composition of loans as of December 31, 2003 and 2002 is
          summarized  as  follows:

<TABLE>
<CAPTION>
                                                         2003           2002
                                                     -------------  ------------
<S>                                                  <C>            <C>

          Commercial                                 $ 38,815,075   $ 5,652,066
          Real estate - construction                  101,955,302    19,470,548
          Real estate - mortgage                       75,036,190    17,045,098
          Consumer installment and other                1,415,176     1,394,425
                                                     -------------  ------------
                                                      217,221,743    43,562,137
          Deferred loan fees                             (342,488)     (147,470)
          Allowance for loan losses                    (2,698,500)     (492,000)
                                                     -------------  ------------
          Loans, net                                 $214,180,755   $42,922,667
                                                     =============  ============
</TABLE>


                                       40
<PAGE>
                          GEORGIAN BANCORPORATION, INC.
                                 AND SUBSIDIARY
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

NOTE 4.   LOANS, CONTINUED

          Changes in the allowance for loan losses are as follows:

<TABLE>
<CAPTION>
                                                            Years Ended December 31,
                                                               2003           2002
                                                          ---------------  -----------
<S>                                                       <C>              <C>

            Balance, beginning of year                    $       492,000  $    55,000
              Provision for loan losses                         2,206,500      437,000
              Loans charged off                                         -            -
              Recoveries of loans previously charged off                -            -
                                                          ---------------  -----------
            Balance, end of year                          $     2,698,500  $   492,000
                                                          ===============  ===========
</TABLE>

          Management  has  identified no amounts of impaired loans as defined by
          SFAS  No. 114, Accounting by Creditors for Impairment of a Loan, as of
          and  for  the  years  ended  December 31, 2003 and 2002. There were no
          nonaccrual  loans or loans past due greater than ninety days and still
          accruing  as  of  December  31,  2003  and  2002.

          The  Company concentrates its lending activities in the origination of
          permanent  residential  mortgage  loans,  permanent  residential
          construction  loans,  commercial  mortgage  loans, commercial business
          loans,  and  consumer installment loans. The majority of the Company's
          real  estate loans are secured by real property located in its primary
          trade  area  of  metropolitan  Atlanta,  Georgia.

          In  the  ordinary course of business, the Company has granted loans to
          certain  related parties, including directors, executive officers, and
          their affiliates. The interest rates on these loans were substantially
          the  same  as  rates  prevailing  at  the  time of the transaction and
          repayment terms are customary for the type of loan. Changes in related
          party  loans  for  the  year  ended  December 31, 2003 are as follows:

<TABLE>
<CAPTION>
<S>                                                                 <C>
            BALANCE, BEGINNING OF YEAR                              $   829,062
              Change in directors                                      (626,540)
              Advances                                               12,200,579
              Repayments                                             (1,686,189)
                                                                    ------------
            BALANCE, END OF YEAR                                    $10,716,912
                                                                    ============
</TABLE>

NOTE 5.   PREMISES AND EQUIPMENT

          Premises and equipment are summarized as follows:

<TABLE>
<CAPTION>
                                                               December 31,
                                                           2003         2002
                                                        -----------  -----------
<S>                                                     <C>          <C>
            Land and improvements                       $  730,769   $  730,769
            Building                                     2,089,930    2,097,726
            Furniture and equipment                      1,156,768      697,168
                                                        -----------  -----------
                                                         3,977,467    3,525,663
            Accumulated depreciation                      (268,736)    (129,351)
                                                        -----------  -----------
                                                        $3,708,731   $3,396,312
                                                        ===========  ===========
</TABLE>

          Depreciation expense approximated $179,000 and $112,000 for the years
          ended  December  31,  2003,  and  2002,  respectively.


                                       41
<PAGE>
                          GEORGIAN BANCORPORATION, INC.
                                 AND SUBSIDIARY
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

NOTE 6.   DEPOSITS

          The  aggregate amount of time deposits in denominations of $100,000 or
          more  at  December  31,  2003 and 2002 was $82,318,238 and $8,472,205,
          respectively.  At  December 31, 2003, the scheduled maturities of time
          deposits  are  as  follows:

<TABLE>
<CAPTION>
<S>                                                                  <C>
            2004                                                     $64,254,000
            2005                                                      31,802,000
            2006                                                         274,000
            2007                                                         842,000
                                                                     -----------

                                                                     $97,172,000
                                                                     ===========
</TABLE>

          At  December  31, 2003 the Company held $56,211,000 in certificates of
          deposit,  obtained  through  the  efforts  of third party brokers. The
          daily  average  of such agreements totaled $2,577,800 during 2003. The
          weighted  average  cost  during  2003  was  2.11%,  while the weighted
          average  cost  at  December  31,  2003  was 2.12%. These deposits have
          maturity  dates  ranging  from  June  2004  to  December  2005.

          At  December 31, 2003, deposits from directors, executive officers and
          their  related  interests  aggregated  approximately $8,348,659. These
          deposits  were  taken  in  the  normal  course  of  business at market
          interest  rates.

NOTE 7.   OTHER BORROWINGS

          Other  borrowings  consist  of  the  following:

<TABLE>
<CAPTION>
                                                                                 December 31,
                                                                                2003      2002
                                                                              --------  --------
<S>                                                                           <C>       <C>
            Note payable for the purchase of an automobile with zero percent
              financing terms. Loan was payable in 36 equal monthly payments
              with an original maturity date of October 31, 2004. This note
              was paid off in August 2003.                                    $      -  $ 27,578
            Securities sold under repurchase agreements                        600,090    87,890
                                                                              --------  --------
                                                                              $600,090  $115,468
                                                                              ========  ========
</TABLE>

NOTE 8.   EMPLOYEE AND DIRECTOR BENEFITS

          DEFERRED COMPENSATION PLAN
          During  2002, the Company established an executive supplemental income
          plan  for  certain  key  officers  whereby benefits are payable at age
          sixty-one or if they become totally disabled or if they have completed
          a minimum number of years of service to the Bank. The present value of
          the  estimated  liability is being accrued over the expected remaining
          years  of  employment. The Company expensed $30,318 and $9,180 for the
          years ended December 31, 2003 and 2002, respectively, under this plan.


                                       42
<PAGE>
                          GEORGIAN BANCORPORATION, INC.
                                 AND SUBSIDIARY
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

NOTE 8.   EMPLOYEE AND DIRECTOR BENEFITS, CONTINUED

          DEFERRED COMPENSATION PLAN, CONTINUED
          The  Company  is  also  the  owner  and  beneficiary of life insurance
          policies  on the lives of certain key officers. The Company intends to
          use  these  policies  to  fund  the  benefit plan described above. The
          carrying  value  of  the policies was $1,829,385 at December 31, 2003.
          The  Company accrued income of $91,664 and $33,720 for the years ended
          December 31, 2003 and 2002, respectively, for the increase in the cash
          surrender  value  of  these  policies.

          STOCK OPTIONS
          The  Company  adopted a stock option plan during 2002 which allows the
          Company  to  grant  key employees options to purchase shares of common
          stock  of  the  Company.  Option  prices and terms are determined by a
          committee appointed by the Board of Directors. The plan provides for a
          total  of 951,246 options to purchase common shares of the Company. As
          of  December  31,  2003,  211,000  options  under  the  plan have been
          granted.

          Other pertinent information related to the options is as follows:

<TABLE>
<CAPTION>
                                                             Year Ended December 31, 2003
                                                                        Weighted-
                                                                         Average
                                                                        Exercise
                                                        Number            Price
                                                    ---------------  ---------------
<S>                                                 <C>              <C>
            Options outstanding, beginning of year               -   $             -
              Granted                                      211,000   $          9.49
              Exercised                                     (1,000)  $          8.52
                                                    ---------------
            Options outstanding, end of year               210,000   $          9.45
                                                    ===============

            Exercisable, end of year                        71,500   $          8.52
                                                    ===============

            Weighted-average fair value of options
              granted during the year                                $          2.82

            Weighted-average life of
              outstanding options                                          9.5 years
</TABLE>

          The  fair value of each stock option is estimated on the date of grant
          using  the  Black-Scholes  option-pricing  model  with  the  following
          weighted  average  assumptions in 2003: dividend yield of 0%, expected
          life  of  ten  years,  expected  volatility  of  .01%  and a risk-free
          interest  rate  of  4.07%.

          STOCK  WARRANTS
          In  recognition  of  the efforts and financial risks undertaken by the
          Company's  organizers,  the  Company  granted  each  organizer  an
          opportunity  to  purchase  one  share  of  common stock for each share
          purchased  in  the Company's initial common stock offering. A total of
          335,000  warrants  were  issued.  The  warrants  vest  in three annual
          installments  beginning  on the first anniversary of the date the Bank
          commenced  operations  and  are exercisable in whole or in part during
          the  ten year period following the date the Bank commenced operations,
          at  an  exercise  price  equal  to  $10  per  share.  The warrants are
          nontransferable,  but  shares  issued  pursuant  to  the  exercise  of
          warrants  will  be transferable, subject to compliance with applicable
          securities  laws.


                                       43
<PAGE>
                          GEORGIAN BANCORPORATION, INC.
                                 AND SUBSIDIARY
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

NOTE 8.   EMPLOYEE AND DIRECTOR BENEFITS, CONTINUED

          STOCK  WARRANTS,  CONTINUED
          During  the  third  quarter  of  2003, the Company completed a private
          placement  offering  of  5 million units, with each unit consisting of
          one  share  of  common stock and one warrant to purchase .37 shares of
          common  stock.  A  total  of  1,850,000  warrants  were  issued. These
          warrants  are  exercisable  in  equal  one-third  annual  increments
          beginning  on  the  one-year anniversary of the date of issuance at an
          exercise  price of $10 per share. The warrants that were issued to the
          Company's  organizers  became  fully vested during 2003 as a result of
          the  private  placement  offering.

          At  December  31,  2003  and  2002,  there  were 2,179,167 and 329,167
          warrants  outstanding,  respectively.

          Other pertinent information related to the warrants is as follows:

<TABLE>
<CAPTION>
                                                              Years Ended December 31,
                                                             2003                  2002
                                                             ----                  ----
                                                                Weighted-             Weighted-
                                                                 Average               Average
                                                                 Exercise              Exercise
                                                      Number      Price      Number     Price
                                                     ---------  ----------  --------  ----------
<S>                                                  <C>        <C>         <C>       <C>
            Warrants outstanding, beginning of year    329,167  $    10.00  335,000   $    10.00
              Granted                                1,850,000  $    10.00        -            -
              Exercised                                      -           -   (5,833)  $    10.00
                                                     ---------              --------
            Warrants outstanding, end of year        2,179,167  $    10.00  329,167   $    10.00
                                                     ---------              ========

            Exercisable, end of year                   329,167  $    10.00  105,834   $    10.00
                                                     =========              ========

            Weighted-average fair value of warrants
              granted during the year                           $     1.59            $        -

            Weighted-average life of
              outstanding warrants                               9.4 years             8.8 years
</TABLE>

          The fair value of each stock warrant is estimated on the date of grant
          using  the  Black-Scholes  option-pricing  model  with  the  following
          weighted  average  assumptions in 2003: dividend yield of 0%, expected
          life  of  ten  years,  expected  volatility  of  .01%  and a risk-free
          interest  rate  of  3.51%.

          401(k)  PROFIT  SHARING  PLAN
          During  2002,  the  Company  adopted  a  401(k)  Profit  Sharing  Plan
          available  to  all  eligible employees, subject to certain minimum age
          and  service  requirements.  Contributions  charged to expense for the
          years  ended  December  31,  2003  and  2002 were $42,190 and $11,581,
          respectively.


                                       44
<PAGE>
                          GEORGIAN BANCORPORATION, INC.
                                 AND SUBSIDIARY
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

NOTE 9.   INCOME TAXES

          The following is an analysis of income tax benefit for the years ended
          December  31,  2003  and  2002:

<TABLE>
<CAPTION>
                                                                          Years Ended December 31,
                                                                            2003            2002
                                                                       --------------  --------------
<S>                                                                    <C>             <C>
            Current                                                    $     158,327   $           -
            Deferred                                                        (369,210)       (262,480)
            Change in valuation allowance                                   (503,647)        262,480
                                                                       --------------  --------------
                                                                       $    (714,530)  $           -
                                                                       ==============  ==============
</TABLE>

          The  differences between income tax benefit and the amount computed by
          applying  the  statutory federal income tax rate to loss before income
          tax  benefit  for  the  years  ended December 31, 2003 and 2002 are as
          follows:

<TABLE>
<CAPTION>
                                                                          Years Ended December 31,
                                                                            2003            2002
                                                                       --------------  --------------
<S>                                                                    <C>             <C>
            Income tax benefit at statutory rate                       $    (187,456)  $    (239,548)

              State income tax benefit                                        (6,036)        (27,003)
              Increase in case surrender value of life insurance             (31,166)        (11,465)
              Change in valuation allowance                                 (503,647)        262,480
              Other                                                           13,775          15,536
                                                                       --------------  --------------
                                                                       $    (714,530)  $           -
                                                                       ==============  ==============
</TABLE>

          The components of deferred income taxes are as follows:

<TABLE>
<CAPTION>
                                                                                December 31,
                                                                            2003            2002
                                                                        -------------  --------------
<S>                                                                     <C>            <C>
            Deferred tax assets:

              Allowance for loan losses                                 $     828,692  $      71,429
              Preopening and organization expenses                            106,758        134,725
              Net operating loss carryforward                                 361,334        382,799
              Deferred compensation                                            14,993              -
              Other                                                                 -            694
                                                                        -------------  --------------
                                                                            1,311,778        589,647
            Valuation allowance                                                     -       (503,647)
                                                                        -------------  --------------
              Gross deferred tax assets                                     1,311,778         86,000
                                                                        -------------  --------------
            Deferred tax liabilities:

              Premises and equipment                                           66,007         35,206
              Investment securities available-for-sale                          8,132         10,092
              Cash basis adjustment for income tax reporting purposes         364,020         50,794
                                                                        -------------  --------------
              Gross deferred tax liabilities                                  447,053         96,092
                                                                        -------------  --------------

            Net deferred tax asset (liability)                          $     864,725  $     (10,092)
                                                                        =============  ==============
</TABLE>


                                       45
<PAGE>
                          GEORGIAN BANCORPORATION, INC.
                                 AND SUBSIDIARY
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

NOTE 9.   INCOME TAXES, CONTINUED

          At  December  31,  2003,  the Company has available net operating loss
          carryforwards  of  approximately $965,000 for federal and state income
          tax  purposes.  If  unused, the carryforwards will expire beginning in
          2021.  As  of December 31, 2003, based upon the projections for future
          taxable  income  over the periods in which the deferred tax assets are
          deductible,  management  believes  it is more likely than not that the
          benefits  of  these  deductible  differences  will  be  realized.

NOTE 10.  COMMITMENTS

          LOAN  COMMITMENTS
          The Company is a party to financial instruments with off-balance sheet
          risk  in  the normal course of business to meet the financing needs of
          its  customers.  These  financial  instruments  include commitments to
          extend credit and standby letters of credit. Such commitments involve,
          to  varying degrees, elements of credit risk and interest rate risk in
          excess  of  the  amount  recognized  in  the  balance  sheets.

          The  Company's  exposure to credit loss in the event of nonperformance
          by  the  other  party  to  the financial instrument for commitments to
          extend  credit  and  standby  letters  of credit is represented by the
          contractual  amount  of  those  instruments. The Company uses the same
          credit  policies  in making commitments and conditional obligations as
          it  does  for on-balance sheet instruments. A summary of the Company's
          commitments  is  as  follows:

<TABLE>
<CAPTION>
                                                               December 31,
                                                           2003         2002
                                                        -----------  -----------
<S>                                                     <C>          <C>
            Letters of credit                           $ 1,260,654  $    64,795
            Commitments to extend credit                 89,964,722   14,490,065
                                                        -----------  -----------
                                                        $91,225,376  $14,554,860
                                                        ===========  ===========
</TABLE>

          Commitments  to  extend credit are agreements to lend to a customer as
          long  as  there  is  no  violation of any condition established in the
          contract. Since many of the commitments are expected to expire without
          being  drawn  upon,  the  total  commitment amounts do not necessarily
          represent  future  cash  requirements.

          Standby  letters  of  credit are conditional commitments issued by the
          Company  to  guarantee the performance of a customer to a third party.
          Those  letters  of  credit  are primarily issued to support public and
          private  borrowing  arrangements.  The credit risk involved in issuing
          letters  of  credit  is  essentially  the  same  as  that  involved in
          extending  loans  to  customers.  Collateral  is required in instances
          which  the  Company  deems  necessary.

          LEASE COMMITMENTS
          During  2003,  the  Company  acquired  a  loan  production company and
          assumed  its  obligation  for  leased  space  under  a  noncancelable
          agreement  that  requires  the  payment  of  monthly rentals, required
          maintenance,  and insurance. The lease is for a three-year term and is
          accounted  for  as  an  operating  lease.


                                       46
<PAGE>
                          GEORGIAN BANCORPORATION, INC.
                                 AND SUBSIDIARY
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

NOTE 10.  COMMITMENTS AND CONTINGENCIES, CONTINUED

          LEASE COMMITMENTS
          The  projected  minimum  rental  commitments  due  under all operating
          leases  are  summarized  as  follows:

<TABLE>
<CAPTION>
             Years Ending December 31
<S>                                                                     <C>
                2004                                                    $ 97,014
                2005                                                      97,767
                2006                                                      19,515
                                                                        --------
                                                                        $214,296
                                                                        ========
</TABLE>

          The  total  rental  expense  for the years ended December 31, 2003 and
          2002  is  $41,134  and  $8,652,  respectively.

NOTE 11.  REGULATORY MATTERS

          The Bank is subject to certain restrictions on the amount of dividends
          that  may  be  declared without prior regulatory approval. At December
          31,  2003, no dividends could be declared without regulatory approval.

          The  Company  and  the  Bank  are  also  subject to various regulatory
          capital  requirements  administered  by  the federal banking agencies.
          Failure  to  meet  minimum  capital  requirements can initiate certain
          mandatory, and possibly additional discretionary actions by regulators
          that,  if  undertaken,  could  have  a  direct  material effect on the
          financial  statements.  Under  capital  adequacy  guidelines  and  the
          regulatory framework for prompt corrective action, the Company and the
          Bank  must  meet specific capital guidelines that involve quantitative
          measures  of  the  assets,  liabilities, and certain off-balance sheet
          items as calculated under regulatory accounting practices. The capital
          amounts  and  classification are also subject to qualitative judgments
          by  the  regulators  about  components,  risk  weightings,  and  other
          factors.  Bank  holding companies are not subject to prompt corrective
          action  provisions.

          Quantitative  measures  established  by  regulation  to ensure capital
          adequacy  require the Company and the Bank to maintain minimum amounts
          and  ratios  of  Total  and Tier I capital to risk-weighted assets, as
          defined,  and  of  Tier  I  capital  to  average  assets,  as defined.
          Management believes, as of December 31, 2003 and 2002, the Company and
          the  Bank  met  all  capital  adequacy  requirements to which they are
          subject.

          As  of  December  31, 2003 and 2002, the most recent notification from
          the Federal Deposit Insurance Corporation categorized the Bank as well
          capitalized  under  the  regulatory  framework  for  prompt corrective
          action.  To be categorized as well capitalized, the Bank must maintain
          minimum  Total  risk-based,  Tier  I  risk-based,  and Tier I leverage
          ratios as set forth in the following table. There are no conditions or
          events  since  that notification that management believes have changed
          the  Bank's  category.


                                       47
<PAGE>
                          GEORGIAN BANCORPORATION, INC.
                                 AND SUBSIDIARY
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

NOTE 11.  REGULATORY MATTERS, CONTINUED

          The  Company  and  the  Bank's actual capital amounts and ratios as of
          December  31,  2003  and  2002  are presented in the following tables:

<TABLE>
<CAPTION>
                                                                                          To Be Well
                                                                     For Capital      Capitalized Under
                                                                      Adequacy        Prompt Corrective
                                                       Actual          Purposes       Action Provisions
                                                  ---------------  ---------------  ----------------------
                                                  Amount   Ratio   Amount   Ratio     Amount      Ratio
                                                  -------  ------  -------  ------  ----------  ----------
<S>                                               <C>      <C>     <C>      <C>     <C>         <C>
                                                                (Dollars in Thousands)
        December 31, 2003:
        Total Capital to Risk Weighted Assets:
          Consolidated                            $59,762  24.49%  $19,523   8.00%  $      N/A        N/A
          Bank                                    $58,421  23.94%  $19,523   8.00%  $   24,405      10.00%
        Tier I Capital to Risk Weighted Assets:
          Consolidated                            $57,064  23.38%  $ 9,762   4.00%  $      N/A        N/A
          Bank                                    $55,722  22.83%  $ 9,762   4.00%  $   14,643       6.00%
        Tier I Capital to Average Assets:
          Consolidated                            $57,064  29.76%  $ 7,669   4.00%  $      N/A        N/A
          Bank                                    $55,722  29.06%  $ 7,669   4.00%  $    9,586       5.00%

        December 31, 2002:
        Total Capital to Risk Weighted Assets:
          Consolidated                            $ 8,517  17.20%  $ 3,963   8.00%  $      N/A        N/A
          Bank                                    $ 8,063  16.28%  $ 3,963   8.00%  $    4,954      10.00%
        Tier I Capital to Risk Weighted Assets:
          Consolidated                            $ 8,025  16.20%  $ 1,982   4.00%  $      N/A        N/A
          Bank                                    $ 7,571  15.29%  $ 1,982   4.00%  $    2,972       6.00%
        Tier I Capital to Average Assets:
          Consolidated                            $ 8,025  14.40%  $ 2,230   4.00%  $      N/A        N/A
          Bank                                    $ 7,571  13.58%  $ 2,230   4.00%  $    2,787       5.00%
</TABLE>

NOTE 12.  FAIR VALUE OF FINANCIAL INSTRUMENTS

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


                                       48
<PAGE>
                          GEORGIAN BANCORPORATION, INC.
                                 AND SUBSIDIARY
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

NOTE 12.  FAIR VALUE OF FINANCIAL INSTRUMENTS, CONTINUED

          The  following  methods  and  assumptions  were used by the Company in
          estimating  fair  value  disclosures  for  financial  instruments.

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

          INVESTMENT  SECURITIES: Fair values for securities are based on quoted
          market  prices.

          OTHER  INVESTMENTS:  The  carrying  value  of  other  investments
          approximates  fair  value.

          LOANS:  For  variable-rate  loans  that reprice frequently and have no
          significant  change  in credit risk, fair values are based on carrying
          values.  For  other  loans,  the  fair  values  are  estimated  using
          discounted  cash  flow  analyses, using interest rates currently being
          offered  for loans with similar terms to borrowers with similar credit
          quality. Fair values for impaired loans are estimated using discounted
          cash  flow analyses or underlying collateral values, where applicable.

          CASH  SURRENDER  VALUE  OF  LIFE INSURANCE: The carrying value of cash
          surrender  value  of  life  insurance  approximates  fair  value.

          DEPOSITS:  The  carrying amounts of demand deposits, savings deposits,
          and  variable-rate  certificates  of  deposit  approximate  their fair
          values.  Fair  values  for  fixed-rate  certificates  of  deposit  are
          estimated  using  a  discounted  cash  flow  calculation  that applies
          interest  rates  currently being offered on certificates to a schedule
          of  aggregated  expected  monthly  maturities  on  time  deposits.

          OTHER BORROWINGS: The carrying amounts of other borrowings approximate
          their  fair  values.

          ACCRUED INTEREST: The carrying amounts of accrued interest approximate
          their  fair  values.

          OFF-BALANCE  SHEET  INSTRUMENTS:  Fair  values  of  the  Company's
          off-balance  sheet  financial  instruments are based on fees currently
          charged  to  enter  into similar agreements. Since the majority of the
          Company's  off-balance  sheet instruments consist of nonfee-producing,
          variable-rate commitments, the Company has determined they do not have
          a  distinguishable  fair  value.


                                       49
<PAGE>
                          GEORGIAN BANCORPORATION, INC.
                                 AND SUBSIDIARY
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

NOTE 12.  FAIR VALUE OF FINANCIAL INSTRUMENTS, CONTINUED

          The estimated fair values and carrying amounts of the Company's
          financial  instruments  as  of  December  31,  2003  and  2002 were as
          follows:

<TABLE>
<CAPTION>
                                                  December 31, 2003           December 31, 2002
                                                Carrying        Fair        Carrying        Fair
                                                 Amount         Value        Amount         Value
                                              ------------  -------------  -----------  -------------
<S>                                           <C>           <C>            <C>          <C>
              Financial assets:
                Cash
                  and cash equivalents        $ 12,715,004  $  12,715,004  $ 6,670,026  $   6,670,026
                Investment securities
                  available-for-sale            13,663,797     13,663,797    3,643,035      3,643,035
                Other investments                  864,825        864,825            -              -
                Loans                          214,180,755    217,721,000   42,922,667     43,670,000
                Accrued interest receivable        718,955        718,955      165,024        165,024
                Cash surrender value of life
                  insurance                      1,829,385      1,829,385    1,740,604      1,740,604

              Financial liabilities:
                Deposits                       191,093,412    191,769,000   50,439,759     50,675,206
                Other borrowings                   600,090        600,090      115,468        115,468
                Accrued interest payable           125,508        125,508       59,131         59,131
</TABLE>

NOTE 13.  SUPPLEMENTARY FINANCIAL DATA

          Components of other operating income and expenses in excess of 1% of
          total  revenue  are  as  follows:

<TABLE>
<CAPTION>
                                                                      Years Ended December 31,
                                                                        2003          2002
                                                                    ------------  -------------
<S>                                                                 <C>           <C>
              Other income:
                Increase in cash surrender value of life insurance  $     91,664  $      33,720
              Other expenses:
                Advertising and business development                $     98,968  $      38,810
                Stationery and supplies                                   42,068         42,546
                Data processing                                          104,037         99,952
                Professional services                                    129,690        100,735
                Software amortization                                     32,106         26,441
</TABLE>


                                       50
<PAGE>
                          GEORGIAN BANCORPORATION, INC.
                                 AND SUBSIDIARY
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

NOTE 14.  PARENT COMPANY FINANCIAL INFORMATION

          The  following  information  presents  the condensed balance sheets of
          Georgian Bancorporation, Inc. as of December 31, 2003 and 2002, and
          the  condensed  statements  of operations and cash flows for the years
          then  ended.

<TABLE>
<CAPTION>
                                          CONDENSED BALANCE SHEETS

                                                                                 2003         2002
                                                                             ------------  ----------
<S>                                                                          <C>           <C>
              Assets
                Cash                                                         $     47,507  $  453,849
                Federal funds sold                                              1,200,000           -
                Investment in subsidiary                                       56,792,841   7,590,297
                Other assets                                                      109,210           -
                                                                             ------------  ----------

                    Total assets                                             $ 58,149,558  $8,044,146
                                                                             ============  ==========

              Liabilities and shareholders' equity
                Other liabilities                                            $     15,337  $        -
                                                                             ------------  ----------
                Total shareholders' equity                                     58,134,221   8,044,146
                                                                             ------------  ----------
                    Total liabilities and shareholders' equity               $ 58,149,558  $8,044,146
                                                                             ============  ==========
</TABLE>

<TABLE>
<CAPTION>
                                    CONDENSED STATEMENTS OF OPERATIONS

                                                                               2003           2002
                                                                             ---------     ----------
<S>                                                                          <C>           <C>

              Operating expenses                                             $ 77,203      $  43,047
                                                                             ---------     ----------
              Loss before income tax benefit and equity in undistributed
                  earnings (loss) of subsidiary                               (77,203)       (43,047)
              Income tax benefit                                               34,210              -
                                                                             ---------     ----------
              Loss before equity in undistributed earnings (loss)
                  of subsidiary                                               (42,993)       (43,047)
              Equity in undistributed earnings (loss) of subsidiary           206,183       (661,505)
                                                                             ---------     ----------
                Net income (loss)                                            $163,190      $(704,552)
                                                                             =========     ==========
</TABLE>


                                       51
<PAGE>
                          GEORGIAN BANCORPORATION, INC.
                                 AND SUBSIDIARY
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

NOTE 14.  PARENT COMPANY FINANCIAL INFORMATION, CONTINUED

<TABLE>
<CAPTION>
                                    CONDENSED STATEMENTS OF CASH FLOWS

                                                                          2003          2002
                                                                      -------------  ----------
<S>                                                                   <C>            <C>
          CASH FLOWS FROM OPERATING ACTIVITIES
            Net income (loss)                                         $    163,190   $(704,552)
            Adjustments to reconcile net income (loss) to net
              cash used in operating activities:
              Equity in undistributed (earnings) loss of subsidiary       (206,183)    661,505
              Income tax benefit                                           (34,210)          -
              Change in other assets                                       (75,000)          -
              Change in other liabilities                                   15,337           -
                                                                      -------------  ----------

                NET CASH USED IN OPERATING ACTIVITIES                     (136,866)    (43,047)
                                                                      -------------  ----------

          CASH FLOWS FROM INVESTING ACTIVITIES
            Investment in subsidiary                                   (49,000,000)          -
                                                                      -------------  ----------

                NET CASH USED IN INVESTING ACTIVITIES                  (49,000,000)          -
                                                                      -------------  ----------

          CASH FLOWS FROM FINANCING ACTIVITIES
            Proceeds from issuance of common stock                      50,000,000           -
            Proceeds from exercise of stock options and warrants             8,520      58,330
            Stock offering costs                                           (77,996)          -
                                                                      -------------  ----------

                NET CASH PROVIDED BY FINANCING ACTIVITIES               49,930,524      58,330
                                                                      -------------  ----------

          Net increase in cash                                             793,658      15,283

          Cash at beginning of year                                        453,849     438,566
                                                                      -------------  ----------

          Cash at end of year                                         $  1,247,507   $ 453,849
                                                                      =============  ==========
</TABLE>


                                       52
<PAGE>
ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
-------------------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------

     On  September  19, 2003, the Company changed its independent accountants to
Porter Keadle Moore, LLP and retained its prior independent accountants, Mauldin
&  Jenkins,  LLC,  to provide internal audit services. The Company reported this
change  in  a  Current Report on Form 8-K filed with the Securities and Exchange
Commission  on  September  26,  2003.

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

     As  of  the  end  of  the  period  covered  by this report, our management,
including  our Chief Executive Officer and Chief Financial Officer, reviewed and
evaluated  the  effectiveness  of  the  design  and  operation of our disclosure
controls  and  procedures  pursuant to Exchange Act Rule 15d-15. Based upon that
evaluation,  our  Chief  Executive  Offier and Chief Financial Officer concluded
that  our  disclosure  controls  and procedures are effective in timely alerting
them  to  material  information  relating  to  Georgian  Bancorporation,  Inc.
(including  its  consolidated subsidiary) that is required to be included in our
periodic filings with the Securities and Exchange Commission. There have been no
significant  changes  in our internal controls or, to management's knowledge, in
other factors that could significantly affect those internal controls subsequent
to  the  date  we  carried  out our evaluation, and there has been no corrective
actions  with  respect  to  significant  deficiencies  or  material  weaknesses.

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

     DIRECTORS  AND  EXECUTIVE  OFFICERS.  The  following  sets  forth  certain
information  regarding  our  executive officers and directors as of December 31,
2003.  Our articles of incorporation provide for a classified board of directors
so that, as nearly as possible, one-third of the directors are elected each year
to  serve  three-year  terms.  The  terms  of office of the classes of directors
expire as follows:  Class I at the 2005 annual meeting of shareholders, Class II
at  the  2006  annual  meeting of shareholders, and Class III at the 2004 annual
meeting  of  shareholders. Our executive officers serve at the discretion of our
board  of  directors. No director or executive officer of the Bank or Company is
related  to  any  other director or executive officer, except that John O. Knox,
Jr.  is  the  nephew  of  Taylor  W.  Smith.

<TABLE>
<CAPTION>
     NAME                  AGE  CLASS  POSITION WITH THE COMPANY
     ----                  ---  -----  -------------------------
<S>                        <C>  <C>    <C>
     Kenneth L. Barber      49  III    Vice Chairman and Director of the Company and the
                                       Bank
     Fred D. Bentley, Jr.   48   I     Director
     Lynn Darby             59   I     Director
     Philip H. Ekern        58   --    Senior Vice President and Chief Financial Officer
                                       (principal accounting and financial officer)
     Andrew Head            50   I     Director
     John O. Knox, Jr.      33  III    Director
     Adams D. Little        43   II    Director
     Taylor Smith           50   II    Director
     Gordon R. Teel         60   II    Chairman and Chief Executive Officer (principal
                                       executive officer of the Company; Chairman, Chief
                                       Executive Officer and President of the Bank)
     J. C. Wallace, Jr.     55   II    Director
     L. Charles Watts       59  III    Director
</TABLE>

     Gordon  R.  Teel,  a  director  since July 2003, has served as Chairman and
Chief Executive Officer of the Company and Chairman, Chief Executive Officer and
President  of the Bank since September 2003. From April 2003 to August 2003, Mr.
Teel  was the President and Chief Executive Officer of G. Teel Enterprises, Inc.
which  was  acquired by Georgian Bancorporation, Inc. Mr. Teel has over 14 years
of  banking  experience,


                                       53
<PAGE>
having  served  as  Chief  Executive  Officer  of  Bank of North Georgia and its
predecessor from 1993 to March 2003 and as an executive officer of C&S Bank from
1989 to 1992. Prior to that, Mr. Teel was an audit partner with a predecessor of
Ernst  &  Young  LLP.

     Kenneth  L.  Barber,  a  director  since  February 2001, has served as Vice
Chairman  of  the  Company  and  the  Bank  since  September  2003. From 2001 to
September  2003,  he  served  as  President  and  Chief Executive Officer of the
Company  and  the  Bank.  Mr.  Barber has over 26 years of banking experience in
Georgia.  Prior  to  joining  the  Company,  he  served  as  president and chief
executive  officer  of  Citizens & Merchants State Bank in Douglasville, Georgia
for  14  years.  From 1976 to 1986, he served in various capacities for Wachovia
Corporation,  including  vice  president  of  commercial  lending.

     Fred D. Bentley, Jr., a director since August 2000, is a partner in the law
firm  of  Bentley,  Bentley & Bentley, located in Marietta, Georgia. Mr. Bentley
has  practiced  law for over 20 years and is licensed in Georgia, Louisiana, and
Texas.  He  currently  serves  as  outside  counsel  for Cobb County and as city
attorney  for the City of Kennesaw. Mr. Bentley served as a director of the Bank
from  2000  to  2003.

     Lynn  Darby,  a director since September 2003, joined Ernst & Young, LLP in
1968  and  became  a partner. He retired from the firm in 2001 after 33 years of
service.

     Philip H. Ekern has been the Chief Financial Officer of the Company and the
Bank  since October 2002. He served as chief financial officer of Charter Bank &
Trust  Co.  from 1990 to October 2002. From 1976 to 1990, Mr. Ekern was employed
by  the  First  National  Bank of Cobb County and its acquiror, Barnett Banks of
Atlanta,  where he worked in the accounting area and was promoted to controller.
He  worked  in  various  accounting  positions  at  the  First  National Bank of
Milwaukee,  Wisconsin  from  1967  to  1972.

     Andrew  Head,  a  director  since  September  2003,  is  a  consultant with
Core-Mack  International,  a  wholesale food distributor. From 1988 to 2002, Mr.
Head  was President and CEO of Head Distributing Co. From 1997 to 2002, Mr. Head
also  served as Chairman of Head Distributing Co. Head Distributing Co. was sold
to  Fleming  Companies,  the  parent  of  Core-Mack  International,  in  2002.

     John  O.  Knox, Jr. a director since September 2003, is managing partner of
DASH L.P., an investment management and venture capital firm. From 1993 to 2002,
he  was employed in a variety of positions including finance and operations with
the  Atlanta  Falcons  Football  Club.  For  the  past  year, he has served as a
director  of investment research and operations for Five Smiths, Inc., a general
management  firm.

     Adams  D.  Little,  a director since September 2003, is a partner in Pope &
Land, a commercial real estate development and management firm engaged primarily
in  office  real  estate.

     Taylor  Smith,  a  director since September 2003, is a private investor and
president  of  Five Smiths, Inc., a venture capital and general management firm.
Prior  to  2002,  he  was  President  of  the  Atlanta  Falcons  Football  Club.

     J.  C.  Wallace,  Jr.,  a  director  since  September 2003, is President of
Wallace Enterprises, a commercial real estate development firm primarily engaged
in  retail  development.

     L.  Charles  Watts,  a  director  since October 2000, founded W&W Financial
Supplies  in  1980,  which sells banking supplies throughout Georgia. He is also
involved  with  real estate development ventures in Paulding County, Georgia. He
served as state representative to the Georgia House of Representatives from 1982
to  1996.  During  his  tenure in the House, Mr. Watts served as chairman of the
Banks  and  Banking  Committee  and  as a member of the Appropriations and Rules
Committee.  From  1973  to 1980, Mr. Watts served as executive vice president of
Citizens  Bank  in Dallas, Georgia. Mr. Watts served a director of the Bank from
2000  to  2003.


                                       54
<PAGE>
     AUDIT  COMMITTEE  FINANCIAL  EXPERT.  The  Company's Board of Directors has
determined  that  Lynn  Darby  meets  the  qualifications for an audit committee
financial  expert  set  forth  in  regulations promulgated by the Securities and
Exchange  Commission  and  that  he  is independent based on Nasdaq Stock Market
listing  standards.

     CODE  OF ETHICS. The Company has adopted a Code of Ethics applicable to its
Chief Executive Officer, Vice Chairman, Chief Financial Officer and Comptroller.
A  copy  of  the  Code  of  Ethics may be obtained, without charge, upon written
request  addressed  to Georgian Bancorporation, Inc., 3270 Florence Road, Powder
Springs,  Georgia 30127, Attn: Corporate Secretary. The request may be delivered
by  letter  to  the  address  set  forth above or by fax to the attention of the
Company's  Corporate  Secretary  at  (770)  753-4308.

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

     The  following  table  shows  the  cash  compensation we paid for the years
indicated to the two persons who served as the Company's Chief Executive Officer
during  2003.  None  of  our  other  executive  officers  earned  total  annual
compensation,  including  salary  and  bonus,  in  excess  of  $100,000 in 2003.

<TABLE>
<CAPTION>
                                            Annual Compensation             Long-Term Compensation
                                   ------------------------------------  ----------------------------
                                                                            Awards
                                                                         ------------
                                                           Other          Securities
                                                           Annual         Underlying     All Other
Name and Principal Position  Year   Salary    Bonus   Compensation (1)     Options      Compensation
---------------------------  ----  --------  -------  -----------------  ------------  --------------
<S>                          <C>   <C>       <C>      <C>                <C>           <C>
Gordon R. Teel               2003  $112,000  $     0  $               0            0   $           0
  Chairman and Chief
  Executive Officer

Kenneth L. Barber            2003  $199,710  $20,000  $               0    72,500 (2)  $    8,000 (3)
  Vice Chairman, Director    2002  $179,027        0                  0            0        8,000 (3)
                             2001  $145,833        0                  0    85,500 (4)  $           0
<FN>
_____________
(1)  The  officers  also  received  indirect compensation in the form of certain
perquisites  and  other  personal  benefits. The amount of such benefits did not
exceed  the  lesser  of  either $50,000 or 10% of the indicated officer's annual
salary  and  bonus.

(2) Represents options granted. 35,000 shares are exercisable at $8.52 per share
and are fully vested. 37,500 shares are exercisable at $10.00 per share and vest
in  three  equal  annual  increments  beginning  on  September  5,  2004.

(3) The Company paid life insurance premiums in the amount of $8,000 in 2003 and
$8,000  in  2002  with  respect  to  term  life insurance for the benefit of Mr.
Barber.  Management  anticipates that Mr. Barber will receive the benefit of the
policy's  cash  surrender  value.

(4)  Represents warrants granted to organizers in connection with their purchase
of  stock in the Company's initial public offering. The warrants are exercisable
at  $10.00  per  share  and  vest  in three equal annual increments beginning on
November  14,  2002.
</TABLE>


                                       55
<PAGE>
     The  following  table  sets  forth information regarding the grant of stock
options  to  the executives named in the Summary Compensation Table during 2003.

<TABLE>
<CAPTION>
                                 OPTION GRANTS IN LAST FISCAL YEAR

                      Number of Securities  Percent of Total Options
            Date of    Underlying Options     Granted to Employees      Exercise Price   Expiration
   Name      Grant          Granted              in Fiscal Year           ($/share)         Date
----------  --------  --------------------  -------------------------  ----------------  ----------
<S>         <C>       <C>                   <C>                        <C>               <C>
Mr. Teel          --                     0                       0.0%                --          --

Mr. Barber  1/2/2003                32,500                      15.4%  $           8.52    1/2/2013
            2/6/2003                 2,500                       1.2%  $           8.52    2/6/2013
            9/5/2003                37,500                      17.8%  $          10.00    9/5/2003
</TABLE>

     The  following  table  contains information, with respect to the executives
named  in  the  Summary  Compensation  Table, concerning the exercise of options
during  2003  and  unexercised  options  held  as  of  the  end  of  2003.

<TABLE>
<CAPTION>
       AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

               Shares                                                 Value of Unexercised
            Acquired on     Value      Number of Unexercised       In-the-Money Options/SARs
              Exercise    Realized     Options at FY-End (#)           at FY /End ($)(1)
                                     ---------------------------  ----------------------------
   Name         (#)          ($)     Exercisable  Unexercisable   Exercisable   Unexercisable
----------  ------------  ---------  -----------  --------------  ------------  --------------
<S>         <C>           <C>        <C>          <C>             <C>           <C>
Mr. Teel               0          0            0               0             0              0
Mr. Barber             0          0       35,000          37,500        51,800              0
<FN>
_____________
(1)  Calculated  by  subtracting the exercise price from the market price of the
     common  stock  at  fiscal  year-end  ($10.00) and multiplying the resulting
     figure  by  the  number of shares subject to options for which the exercise
     price  was  less  than  the  market  price  of  the  common stock at fiscal
     year-end.
</TABLE>

EMPLOYMENT  AGREEMENTS

     Kenneth  L.  Barber.  On  February  27, 2001, we entered into an employment
agreement  with  Kenneth  L. Barber. We amended and restated the agreement as of
September  5,  2003.  The  agreement  provides for a five-year term that extends
automatically  at  the  end  of the initial term for successive three-year terms
unless  the agreement is terminated earlier. Under the new agreement, Mr. Barber
received  a one-time $434,000 cash payment in 2003 from G. Teel Enterprises, and
will  be  paid an annual salary of $220,000, which will increase by a minimum of
3%  per  year, with additional increases at the discretion of the Board. He will
receive  a  guaranteed  bonus  of $10,000 per quarter and is eligible to receive
performance  bonuses  under  such plans as may be adopted for senior management,
with  a  target bonus opportunity of 50% of his base salary. In addition, all of
the  35,000 options then held by Mr. Barber vested in full upon execution of the
amended  agreement. Mr. Barber received an additional grant of 37,500 options in
September  2003  under  the  terms  of the agreement and will receive additional
annual  grants  of  5,000  options  in  February of each year. Additionally, Mr.
Barber  will  participate  in  the bank's retirement, welfare, and other benefit
programs  and  is  entitled to medical and disability insurance, a car allowance
and  reimbursement  for  life insurance and supplemental disability premiums and
travel  and  business  expenses.

     Mr.  Barber's employment agreement also provides that following termination
of  his  employment  and  for  a  period  of one year thereafter, he may not (a)
control, manage or otherwise participate in the ownership, management or control
of a bank in Cobb, Douglas or Paulding County, Georgia; (b) solicit customers of
the  Bank  for  the  purpose of providing competitive financial services, or (c)
solicit  employees  of  the  Bank  for


                                       56
<PAGE>
employment.  If Mr. Barber terminates his employment for "cause" as that term is
defined  in  the  employment  agreement  or  if  he  is terminated without cause
(including  following  a  change  in  control  of  the  bank  as  defined in the
agreement)  he  will  be  entitled to severance compensation of his then current
monthly salary for a period of 24 months, plus all bonus payments, option grants
and  benefits  listed  in  his  employment  agreement  for  the 24 month period.

     On  February  27, 2001, we entered into a salary continuance agreement with
Mr.  Barber.  We amended and restated the agreement as of September 5, 2003. The
agreement  seeks  to  provide  a retirement benefit of 90% of Mr. Barber's final
salary  less  qualified  benefits  for  fifteen  years  following termination or
retirement.  Under  the  new  agreement,  the  vesting  of  benefits  due  upon
termination  were  accelerated to five years. The terms of the agreement provide
for  immediate  vesting  upon  a  change  of  control.

DIRECTOR  COMPENSATION

     Our  bylaws  permit  our  directors  to  receive reasonable compensation as
determined  by  a  resolution of the Board of Directors. Since October, 2003, we
have  paid each director an annual retainer of $10,000 and $1,000 for each board
meeting  attended.

DEFERRED  COMPENSATION  PLAN

     During  2002, the Company established an executive supplemental income plan
for  one  key officer whereby benefits are payable age sixty-one or if he or she
becomes totally disabled or if he or she has completed a minimum number of years
of  service  to  the Bank. The present value of the estimated liability is being
accrued  over  the  expected remaining years of employment. The Company expensed
$27,500  for  the  year  ended  December  31,  2003  under  this  plan.

     The Company is also the owner and beneficiary of life insurance policies on
the  life  of one key officer. The Company intends to use these policies to fund
the  benefit  plan  described  above.  The  carrying  value  of the policies was
$1,829,385  at  December  31,  2003.

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

     The  following table lists the number and percentage ownership of shares of
common  stock  beneficially  owned  as  of  March  15, 2004 by each director and
director  nominee  of  the  Bank,  each  executive  officer named in the Summary
compensation  Table, all current executive officers and directors as a group and
each  person  known  to  management  to  own  over  five  percent  of the Bank's
outstanding  common  stock.

     Information  relating to beneficial ownership of Bank common stock is based
upon  "beneficial  owner"  concepts  set forth in rules under the Securities and
Exchange  Act of 1934, as amended. Under these rules, a person is deemed to be a
"beneficial  owner" of a security if that person has or shares "voting power" or
"investment power" over the security. Voting power includes the power to vote or
to direct the voting of the security, and investment power includes the power to
dispose or to direct the disposition of the security. Under the rules, more than
one  person  may  be  deemed  to  be  a beneficial owner of the same securities.


                                       57
<PAGE>
<TABLE>
<CAPTION>
                                            Amount and Nature of   % of Beneficial
                       Name                 Beneficial Ownership     Ownership(1)
     -------------------------------------  ---------------------  ----------------
<S>                                         <C>                    <C>
     Kenneth L. Barber                                190,288 (2)            3.15 %
     Fred D. Bentley, Jr.                             108,196 (3)            1.81 %
     Lynn Darby                                        50,000 (4)                *
     Philip H. Ekern                                   23,482 (5)                *
     Andrew Head                                         200,000              3.36%
     John O. Knox, Jr.                                    10,000                 *
     Adams D. Little                                   50,000 (6)                *
     Taylor Smith                                        110,000             1.85 %
     Gordon R. Teel                                   190,000 (7)            3.19 %
     J. C. Wallace, Jr.                               222,500 (8)            3.74 %
     Charlie Watts                                    125,955 (9)            2.11 %

     All directors and executive officers
     as a group (11 persons)                       1,280,420 (10)            21.0 %
<FN>
_____________
*    Represents  less  than  1  percent.

(1)  Determined  by  assuming the named person exercises all options or warrants
     which  he or she has the right to acquire within 60 days, but that no other
     persons  exercise  any  options  or  warrants.

(2)  Includes  92,000  shares subject to warrants and options exercisable within
     60  days.

(3)  Includes  30,022 shares held in Mr. Bentley's IRA, 3,490 shares held in Mr.
     Bentley's MPPP, 30,022 shares held jointly with Mr. Bentley's father, 4,550
     shares  held  in  Mr.  Bentley's  spouse's IRA and 26,667 shares subject to
     warrants  exercisable  within  60  days.

(4)  Includes  50,000  shares  held  by  Darby  Partners,  of which Mr. Darby is
     general  partner.

(5)  Includes  8,000  shares  subject  to  options  exercisable  within 60 days.

(6)  Includes  5,000  shares  held  in  Mr.  Little's  IRA.

(7)  Includes  100,000  shares  held  in  Mr.  Teel's  IRA.

(8)  Includes  214,500  shares held by Dancing Bear LLC, of which Mr. Wallace is
     the  manager  and  8,000  shares  held  in  Mr.  Wallace's  IRA.

(9)  Includes  79,100  shares  held  jointly  with  his spouse and 18,667 shares
     subject  to  warrants  exercisable  within  60  days.

(10) Includes  145,333  shares  held subject to options and warrants exercisable
     within  60  days.
</TABLE>


                                       58
<PAGE>
     The  following  table  sets  forth  equity compensation plan information at
December  31,  2003.

<TABLE>
<CAPTION>
                                   EQUITY COMPENSATION PLAN INFORMATION

                                                                                 Number of securities
                                                                               remaining available for
                          Number of securities          Weighted-average        future issuance under
                     to be issued upon exercise of     exercise price of     equity compensation plans(c)
                          outstanding options,        outstanding options,      (excluding securities
Plan Category            warrants and rights(a)      warrants and rights(b)    reflected in column(a))
-------------------  ------------------------------  ----------------------  ----------------------------
<S>                  <C>                             <C>                     <C>
Equity compensation
plans approved by
security holders                 210,000                     9.75                     741,245 (1)

Equity compensation
plans not approved
by security holders              329,167 (2)                10.00                         0

     Total                       539,167                     9.90                     741,245
<FN>
(1)  As  of  December  31,  2003, the number of shares of common stock available
     under  the  Company's  Stock  Incentive Plan were to increase automatically
     upon  each  issuance of additional shares so that it continues to equal 16%
     of  total  outstanding  shares.

(2)  Includes  329,167  organizers'  warrants  issued  in  connection  with  the
     Company's  initial  public  offering.
</TABLE>

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

     We  enter  into  banking  and  other transactions in the ordinary course of
business with our directors, and officers and their affiliates. It is our policy
that these transactions are on substantially the same terms (including price, or
interest  rates  and  collateral) as those prevailing at the time for comparable
transactions  with  unrelated  parties.  We  do not expect these transactions to
involve more than the normal risk of collectibility or present other unfavorable
features to us. Loans to individual directors and officers must also comply with
our  bank's  lending  policies,  regulatory  restrictions, and statutory lending
limits,  and  directors with a personal interest in any loan application will be
excluded  from  the consideration of such loan application. We intend for all of
our  transactions with affiliates to be on terms no less favorable than could be
obtained  from  an  unaffiliated third party and to be approved by a majority of
our  disinterested  directors.

     On  September  5,  2003,  the  Company purchased the assets and assumed the
liabilities  of  G.  Teel Enterprises, Inc., a Georgia corporation controlled by
Gordon  R.  Teel,  for  a  cash  purchase  price  of $21,000, reflecting a total
acquisition  of assets (principally pipeline loans) valued at $1.14 million less
the  assumption  of liabilities valued at $1.399 million. The Company's Board of
Directors  obtained  an independent appraisal and fairness opinion in connection
with  its  approval  of  the  transaction, and Mr. Teel recused himself from the
Board's  consideration  of  the  transaction.

     In September, 2003, G. Teel Enterprises, Inc. assigned its lease for office
space in Alpharetta, Georgia to the Bank for use as new branch office space. The
lease  was  assigned  to  the  Bank without renegotiation or modification of its
terms. The landlord is Pope & Land Enterprises, Inc. One of the partners of Pope
&  Land  Enterprises, Adams D. Little, III, is a director of the Company and has
also  served  as  a  director  of  G.  Teel Enterprises. Messrs. Teel and Little
recused  themselves from any corporate approvals required in connection with the
assignment  of  the  lease.  The  Bank  pays  $3,593  per  month  to Pope & Land
Enterprises,  Inc. pursuant to the terms of the lease. The lease expires in May,
2006.


                                       59
<PAGE>
ITEM 13.  EXHIBITS, LIST AND REPORTS ON FORM 8-K
------------------------------------------------

(a)  The  following  documents  are  filed  as  part  of  this  report.

<TABLE>
<CAPTION>
<C>                <S>
      3.1          Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the Company's
                   Registration Statement on Form S-1, Regis. No. 333-53536)
      3.1(a)       Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the
                   Company's Quarterly Report on Form 10-QSB for the quarter ended September 30, 2003,
                   File No. 333-53536).
      3.2          Bylaws (incorporated by reference to Exhibit 3.2 of the Company's Registration
                   Statement on Form S-1, Regis. No. 333-53536).
      3.2(a)       Amendment to Bylaws (incorporated by reference to Exhibit 3.2 of the Company's
                   Quarterly Report on Form 10-QSB for the quarter ended September 30, 2003, File No.
                   333-53536).
      4.1          Form of certificate of common stock (incorporated by reference to Exhibit 4.2 of the
                   Company's Registration Statement on Form S-1 File No. 333-53536).
      4.2          Form of Organizers' Warrant Agreement (incorporated by reference to Exhibit 4.4 of the
                   Company's Registration Statement on Form S-8, Regis. No. 333-102796).
      4.3          Form of Private Placement Warrant Agreement (incorporated by reference to Exhibit 4.1
                   of the Company's Quarterly Report on Form 10-QSB for the quarter ended September 30,
                   2003, File No. 333-53536).
     10.1          2002 Stock Incentive Plan (incorporated by reference to Exhibit 4.3 of the Company's
                   Form S-8, Regis. No. 333-102796).
     10.2          Employment Agreement between the Company and Kenneth L. Barber dated September
                   5, 2003 (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on
                   Form 10-QSB for the quarter ended September 30, 2003, File No. 333-53536).
     21.1          Subsidiaries of the Company
     23.1          Consent of Porter Keadle Moore, LLP
     23.2          Consent of Mauldin & Jenkins, LLC
     31.1          Certification of Chief Executive Officer
     31.2          Certification of Chief Financial Officer
     32.1          Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
                   the Sarbanes-Oxley Act of 2002.
</TABLE>

(b)  Reports  on  Form  8-K
     ----------------------

     On September 26, 2003, the Company filed a Current Report on Form 8-K (Item
     4)  to  report  a  change  in  its  independent  accountants.


                                       60
<PAGE>
ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES
------------------------------------------------

     The  following  table  shows  the  amounts  paid  by  the  Company  to  its
independent  auditors  for  the  last  two  fiscal  years.

<TABLE>
<CAPTION>
          CATEGORY                                          2003     2002
          --------                                         -------  -------
<S>                                                        <C>      <C>
          Audit Fees                                       $49,915  $23,439
          Audit Related Fees                                14,351        -
          Tax Fees                                           6,000    3,000
          All Other Fees                                         -        -
                                                           -------  -------
          Total                                            $70,266  $26,439
                                                           =======  =======
</TABLE>

AUDIT  FEES

Audit fees represent fees billed by the independent accountants for professional
services rendered in connection with the (1) audit of the Company's consolidated
financial  statements  for  2003  and  2002,  and  (2)  review  of the financial
statements included in the Company's quarterly filings on Form 10-QSB and annual
filings  on  Form  10-KSB.  All  of  the fees billed in 2002 were from Mauldin &
Jenkins,  LLC.  In 2003, $42,915 in fees were billed by Porter Keadle Moore, LLP
and  $7,000  were  billed  by  Mauldin  &  Jenkins, LLC. The Company changed its
independent  accountants  during  2003  as  discussed  in  Item  8.

AUDIT  RELATED  FEES

Audit  related  fees  billed  in 2003 by Porter Keadle Moore, LLP related to the
acquisition  of  G.  Teel  Enterprises,  Inc.,  reported  in  Item  12.

TAX  FEES

Tax fees represent the aggregate fees billed in 2003 by Porter Keadle Moore, LLP
and  in  2002  by  Mauldin  &  Jenkins,  LLC.

ALL  OTHER  FEES

There  were  no  other  fees billed in 2003 or 2002 by the Company's independent
accountants.

The fees billed by the Company's independent accountants are pre-approved by the
Audit  Committee  in  accordance  with  the policies and procedures of the Audit
Committee.  The  Audit  Committee  pre-approves all audit and non-audit services
provided  by  the  Company's  independent  accountants  and  may  not engage the
independent  accountants to perform any prohibited non-audit services. For 2003,
100%  of  the  fees  incurred  were  pre-approved.


                                       61
<PAGE>
                                   SIGNATURES

     In  accordance  with  Section 13 or 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act"), the registrant caused this report to be signed on its
behalf  by  the  undersigned,  thereunto  duly  authorized.

                                   GEORGIAN  BANCORPORATION,  INC.

Date:  March 24, 2004              By:  /s/ Gordon R. Teel
                                        ----------------------------------------
                                        Gordon R. Teel
                                        Chairman and Chief Executive Officer

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

<TABLE>
<CAPTION>
Signatures                                 Title                          Date
------------------            --------------------------------       --------------
<S>                           <C>                                    <C>
/s/ Gordon R. Teel
-----------------------
Gordon R. Teel                Chairman and Chief Executive           March 24, 2004
                              Officer (principal executive
                              officer)

/s/ Philip Ekern
-----------------------
Philip Ekern                  Senior Vice President and Chief        March 24, 2004
                              Financial Officer (principal
                              accounting and financial office)

/s/ Kenneth L. Barber
-----------------------
Kenneth L. Barber             Vice Chairman, Director                March 24, 2004

/s/ Fred Bentley, Jr.
-----------------------
Fred Bentley, Jr.             Director                               March 24, 2004

/s/ Lynn Darby
-----------------------
Lynn Darby                    Director                               March 24, 2004

/s/ Andrew Head
-----------------------
Andrew Head                   Director                               March 24, 2004

/s/ John O. Knox, Jr.
-----------------------
John O. Knox, Jr.             Director                               March 24, 2004

/s/ Adams D. Little III
-----------------------
Adams D. Little III           Director                               March 24, 2004

/s/ Taylor Smith
-----------------------
Taylor Smith                  Director                               March 24, 2004

/s/ J.C. Wallace, Jr.
-----------------------
J.C. Wallace, Jr.             Director                               March 24,2004

/s/ L. Charles Watts
-----------------------
L. Charles Watts              Director                               March 24, 2004
</TABLE>


                                       62
<PAGE>
<TABLE>
<CAPTION>
                                          EXHIBIT INDEX

Exhibit
 Number                 Description
--------                -----------
<S>                <C>
      3.1          Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the Company's
                   Registration Statement on Form S-1, Regis. No. 333-53536)
      3.1(a)       Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the
                   Company's Quarterly Report on Form 10-QSB for the quarter ended September 30, 2003,
                   File No. 333-53536).
      3.2          Bylaws (incorporated by reference to Exhibit 3.2 of the Company's Registration
                   Statement on Form S-1, Regis. No. 333-53536).
      3.2(a)       Amendment to Bylaws (incorporated by reference to Exhibit 3.2 of the Company's
                   Quarterly Report on Form 10-QSB for the quarter ended September 30, 2003, File No.
                   333-53536).
      4.1          Form of certificate of common stock (incorporated by reference to Exhibit 4.2 of the
                   Company's Registration Statement on Form S-1 File No. 333-53536).
      4.2          Form of Organizers' Warrant Agreement (incorporated by reference to Exhibit 4.4 of the
                   Company's Registration Statement on Form S-8, Regis. No. 333-102796).
      4.3          Form of Private Placement Warrant Agreement (incorporated by reference to Exhibit 4.1
                   of the Company's Quarterly Report on Form 10-QSB for the quarter ended September 30,
                   2003, File No. 333-53536).
     10.1          2002 Stock Incentive Plan (incorporated by reference to Exhibit 4.3 of the Company's
                   Form S-8, Regis. No. 333-102796).
     10.2          Employment Agreement between the Company and Kenneth L. Barber dated September
                   5, 2003 (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on
                   Form 10-QSB for the quarter ended September 30, 2003, File No. 333-53536).
     21.1          Subsidiaries of the Company
     23.1          Consent of Porter Keadle Moore, LLP
     23.2          Consent of Mauldin & Jenkins, LLC
     31.1          Certification of Chief Executive Officer
     31.2          Certification of Chief Financial Officer
     32.1          Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
                   the Sarbanes-Oxley Act of 2002.
</TABLE>


                                       63
<PAGE>