UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                   FORM 10-KSB

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2004     Commission File Number 000-32493

                            REGIONAL BANKSHARES, INC.
                 (Name of Small Business Issuer in its Charter)

      South Carolina                                  57-1108717
(State or Other Jurisdiction of           (IRS Employer Identification Number)
 Incorporation or Organization)

            206 South Fifth Street, Hartsville, South Carolina 29550
                (Address of Principal Executive Office, Zip Code)

         Issuer's Telephone Number, Including Area Code: (843) 383-4333

        Securities Registered Pursuant to Section 12(b) of the Act: None

           Securities Registered Pursuant to Section 12(g) of the Act:

                          Common stock, $1.00 par value
                                (Title of Class)

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  Registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

 Yes [X] No [ ]

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

         The issuer's revenues for its most recent fiscal year were $3,901,094.

         There is no  established  trading  market for the  Registrant's  voting
common equity. The Registrant has no non-voting common equity  outstanding.  The
aggregate book value of the voting common equity held by non-affiliates on March
1, 2005, was approximately  $3,509,893.  As of March 1, 2005, there were 572,070
shares of the  Registrant's  common  stock,  $1.00 par value,  outstanding.  For
purposes of the foregoing calculation only, all directors and executive officers
of the Registrant have been deemed affiliates.

                       DOCUMENTS INCORPORATED BY REFERENCE

(1)  Portions of the Annual Report to  Shareholders  for the year ended December
     31, 2004 - Parts I and II

(2)  Portions of the Registrant's Proxy Statement for the 2005 Annual Meeting of
     Shareholders - Part III

     Transitional Small Business Disclosure Format (check one):

     Yes [ ]  No [X]


<PAGE>


                              Cross-Reference Sheet
<TABLE>
<CAPTION>

<S>                                                                                                     <C>
  PART I
        Item 1.      Description of Business............................................................. 1
        Item 2.      Description of Property............................................................. 9
        Item 3.      Legal Proceedings................................................................... 9
        Item 4.      Submission of Matters to Vote of Security Holders................................... 9
  PART II
        Item 5.      Market for Common Equity, Related Stockholder Matters
                        and Small Business Issuer Purchases of Securities ............................... 9
        Item 6.      Management's Discussion and Analysis or Plan of Operation..........................  *
        Item 7.      Financial Statements...............................................................  *
        Item 8.      Changes in and Disagreements with Accountants
                         on Accounting and Financial Disclosure......................................... 11
        Item 8A.     Controls and Procedures ........................................................... 11
        Item 8B.     Other Information ................................................................. 11
  PART III
        Item 9.      Directors, Executive Officers, Promoters and Control Persons;
                         Compliance with Section 16(a) of the Exchange Act.............................. 12
        Item 10.     Executive Compensation............................................................. **
        Item 11.     Security Ownership of Certain Beneficial Owners and Management and
                     Related Stockholder Matters ....................................................... 13
        Item 12.     Certain Relationships and Related Transactions..................................... **
  PART IV
        Item 13.     Exhibits .......................................................................... 14
        Item 14.     Principal Accountant Fees and Services ............................................ **
</TABLE>

* Incorporated by reference to Registrant's 2004 Annual Report to Shareholders

**  Incorporated by reference to the  Registrant's  Proxy Statement for the 2004
Annual Meeting of Shareholders

<PAGE>

                           FORWARD-LOOKING STATEMENTS

         This Report of Regional Bankshares, Inc. (the "Company") on Form 10-KSB
may contain  forward-looking  statements relating to such matters as anticipated
financial  performance,  business  prospects,  technological  developments,  new
products and similar  matters.  Statements  included in this report that are not
historical  in nature are intended to be, and are hereby  identified as 'forward
looking  statements.'  The  words  "estimate,"  "project,"  "intend,"  "expect,"
"believe,"  "anticipate,"  "plan,"  and  similar  expressions  identify  forward
looking  statements.  These  forward-looking  statements  are  based on  current
expectations,   estimates  and  projections  about  our  industry,  management's
beliefs, and assumptions made by management.  Such information includes, without
limitation,   discussions  as  to  estimates,   expectations,   beliefs,  plans,
strategies,  and  objectives  concerning  the  Company's  future  financial  and
operating performance. These statements are not guarantees of future performance
and are subject to risks,  uncertainties  and assumptions  that are difficult to
predict,  particularly in light of the fact that the Company is a relatively new
company with limited  operating  history.  Therefore,  actual results may differ
materially   from  those   expressed  or  forecasted  in  such   forward-looking
statements.

         The Private  Securities  Litigation  Reform Act of 1995 provides a safe
harbor for forward-looking statements. In order to comply with terms of the safe
harbor,  the Company  notes that a variety of factors  could cause the Company's
actual results and experience to differ materially from the anticipated  results
or other expectations expressed in the Company's forward-looking statements. The
risks  and   uncertainties   that  may  affect  the  operations,   performances,
development and results of the Company's  business include,  but are not limited
to, the  following:  risks from  changes in economic  and  industry  conditions;
changes in interest rates;  risks inherent in making loans  including  repayment
risks  and value of  collateral;  adequacy  of the  allowance  for loan  losses;
dependence on senior management;  and recently-enacted or proposed  legislation.
Statements  contained  in  this  filing  regarding  the  demand  for  Hartsville
Community Bank's products and services,  changing economic conditions,  interest
rates,  consumer  spending and  numerous  other  factors may be  forward-looking
statements and are subject to uncertainties and risks.

         The Company  undertakes no obligation to publicly  update or revise any
forward-looking  statements,  whether  as a result  of new  information,  future
events or otherwise.  In light of these risks,  uncertainties,  and assumptions,
the forward-looking events discussed in this report might not occur.

                                     PART I

Item 1.  Description of Business.

                                     GENERAL

         Regional  Bankshares,  Inc. is the  successor  registrant to Hartsville
Community Bank, National  Association (the "Bank").  The Bank was organized as a
national bank and opened for business in June, 1999. The Bank's common stock was
registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, and
filings were made with the Office of the Comptroller of the Currency pursuant to
Section 12(i) of the Securities Exchange Act of 1934.

         Regional Bankshares,  Inc. is a South Carolina corporation incorporated
in 2000 to become the  holding  company  for the Bank.  On January 1, 2001,  the
Company completed its acquisition of the Bank and the Bank became a wholly-owned
subsidiary  of the  Company.  On January 10,  2001,  the Bank  converted  from a
national  bank to a South  Carolina  state bank.  The Company has no  operations
other than those carried on by the Bank as its wholly-owned subsidiary.

         The Bank  conducts  a general  banking  business  from its main  office
located in Hartsville,  South Carolina, and from a branch office in McBee, South
Carolina, that opened in May, 2003.

         The Company is sponsoring the organization of, and, if the organization
is completed,  will own all of the stock of, a new  community  bank in Bluffton,
South  Carolina.  An application  for the new bank's charter has been filed with
the  South  Carolina  State  Board  of  Financial  Institutions.  Completion  of
organization  of the new bank and  acquisition  of its stock by the  Company  is
subject to regulatory  approval and is contingent upon raising  sufficient funds
to capitalize the new bank.

         The Bank's business primarily consists of accepting deposits and making
loans.  The Bank seeks deposit  accounts from  households  and businesses in its
primary  market areas by offering a full range of savings  accounts,  retirement
accounts (including Individual Retirement  Accounts),  checking accounts,  money
market  accounts,  and time  certificates  of deposit.  It also makes  primarily
commercial,  real estate and installment loans, primarily on a secured basis, to
borrowers in and around  Hartsville,  South Carolina and makes other  authorized
investments.  Residential  mortgage loans are primarily maintained in-house with
conventional  mortgage  financing  arranged  through  a  correspondent  mortgage
company.

<PAGE>

                              BUSINESS OF THE BANK

Market Area

         The Bank's primary  market areas are the  communities of Hartsville and
McBee,  South  Carolina  and the  surrounding  areas  within a 15 mile radius of
Hartsville.  This  market  area  comprises  most  of  Darlington  County,  South
Carolina,  as well as the  incorporated  areas of  Bishopville in Lee County and
McBee in  Chesterfield  County.  Most of the Bank's  business  is drawn from the
cities of Hartsville and McBee and the greater Hartsville area, with significant
additional  business  being drawn from the area outside  greater  Hartsville but
within the designated market area.

         Hartsville  has a population  of  approximately  10,000 within the city
limits and 28,000 in the greater  Hartsville area.  Darlington County is located
in  the  northeastern  portion  of  South  Carolina  near  the  intersection  of
Interstates  I-95 and I-20. It is bordered on the north by  Chesterfield  County
and on the south by Florence County. Darlington County is served by an excellent
network of regional roads,  including major routes such as U.S.  Highways 15, 52
and 401. The primary link between the two major  communities  of Darlington  and
Hartsville is a four-lane  highway which tends to encourage  development  in the
area.

Competition

         South Carolina law permits statewide branching by banks and savings and
loan  associations.  Consequently,  many  financial  institutions  have branches
located in several  communities.  Currently,  in addition to the Bank, six other
financial institutions and branches of financial institutions are located in the
Bank's  market  areas.  The principal  areas and methods of  competition  in the
banking  industry  are the  services  offered,  pricing of those  services,  the
convenience and  availability  of the services,  and the degree of expertise and
personal manner with which those services are offered.

         The Bank  encounters  strong  competition  from  most of the  financial
institutions in its extended market area. In the conduct of certain areas of its
business, the Bank also competes with credit unions, insurance companies,  money
market  mutual  funds and other  financial  institutions,  some of which are not
subject to the same degree of regulation and  restrictions  as the Bank. Most of
these  competitors have  substantially  greater  resources and lending abilities
than  the  Bank and  offer  certain  services,  such as  international  banking,
investment  banking,  and  trust  services,  that  the Bank  does not  presently
provide.

Deposits

         The Bank offers the full range of deposit services typically  available
in most banks and savings and loan  associations,  including  checking accounts,
NOW accounts, and savings 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 the principal market
area  at  rates  competitive  with  those  offered  in the  area.  In  addition,
retirement accounts such as IRA's (Individual  Retirement Accounts) are offered.
All deposit  accounts are insured by the FDIC up to the maximum amount permitted
by  law.  The  Bank  solicits  these  accounts  from  individuals,   businesses,
associations and organizations, and government authorities.

Lending Activities

         The Bank emphasizes a range of lending services, including real estate,
commercial and consumer loans.  Consumer loans include both installment and term
loans, and include loans for automobiles,  household goods, education, boats and
general personal expenses.

         To address the risks inherent in making loans,  management maintains an
allowance  for loan losses based on, among other  things,  an  evaluation of the
Bank's  loan  loss  experience,   management's  experience  at  other  financial
institutions in the market area, the amount of past due and nonperforming loans,
current and  anticipated  economic  changes  and the values of loan  collateral.
Based upon such  factors,  management  makes various  assumptions  and judgments
about  the  ultimate  collectibility  of the  loan  portfolio  and  provides  an
allowance for potential  loan losses based upon a percentage of the  outstanding
balances and specific loans.  However,  because there are some risks that cannot
be precisely  quantified,  management's judgment of the allowance is necessarily
approximate  and  imprecise.  The adequacy and  methodology of the allowance for
loan losses is subject to regulatory examination and compared to a peer group of
financial institutions identified by the regulators.


                                       2
<PAGE>

Real Estate Loans

         One of the primary  components  of the Bank's loan  portfolio  is loans
secured by first or second  mortgages on residential and commercial real estate.
These loans generally consist of commercial real estate loans,  construction and
development  loans and residential  real estate loans (including home equity and
second mortgage  loans).  Interest rates may be fixed or adjustable and the Bank
generally  charges an origination  fee. The Bank also originates  mortgage loans
for sale into the  secondary  market,  earning a fee,  but avoiding the interest
rate risk of holding long-term, fixed-rate loans.

         The principal  economic risk associated with all loans,  including real
estate loans, is the creditworthiness of the Bank's borrowers.  The ability of a
borrower to repay a real estate loan depends upon a number of economic  factors,
including employment levels and fluctuations in the value of real estate. In the
case of a real estate  construction  loan, there is generally no income from the
underlying property during the construction period, and the developer's personal
obligations  under  the  loan  are  typically  limited.  Each of  these  factors
increases the risk of  nonpayment by the borrower.  In the case of a real estate
purchase  loan,  the  borrower may be unable to repay the loan at the end of the
loan  term and may thus be  forced to  refinance  the loan at a higher  interest
rate,  or,  in  certain  cases,  the  borrower  may  default  as a result of its
inability to refinance the loan.  In either case,  the risk of nonpayment by the
borrower is increased.

         The Bank also  faces  additional  credit  risks to the  extent  that it
engages in making  adjustable  rate mortgage loans  ("ARMs").  In the case of an
ARM, as interest rates increase, the borrower's required payments increase, thus
increasing  the  potential  for default.  The  marketability  of all real estate
loans,  including  ARMs, is also generally  affected by the prevailing  level of
interest rates.

Commercial Loans

         The Bank  makes  loans for  commercial  purposes  in  various  lines of
business.  Commercial loans include both secured and unsecured loans for working
capital  (including  inventory and  receivables),  loans for business  expansion
(including  acquisition  of  real  estate  and  improvements),   Small  Business
Administration ("SBA") loans for new businesses (as well as other governmentally
guaranteed  business loans), and loans for purchases of equipment and machinery.
Commercial loans vary greatly  depending upon the  circumstances  and loan terms
are structured on a case-by-case basis to better serve customer needs.

         The risks  associated  with  commercial  loans vary with many  economic
factors,   including  the  economy  in  the  Hartsville  and  McBee  areas.  The
well-established  banks in the Bank's  market  areas make  proportionately  more
loans to medium- to  large-sized  businesses  than the Bank.  Many of the Bank's
commercial  loans  are made to  small-  to  medium-sized  businesses,  which are
typically  smaller,  have shorter operating  histories,  and less  sophisticated
record keeping systems than larger entities. As a result, these smaller entities
may be less  able to  withstand  adverse  competitive,  economic  and  financial
conditions than larger borrowers. In addition, because payments on loans secured
by  commercial  property  generally  depend to a large  degree on the results of
operations  and  management  of the  properties,  repayment of such loans may be
subject, to a greater extent than other loans, to adverse conditions in the real
estate market or the economy.

Consumer Loans

         The Bank  makes a variety  of loans to  individuals  for  personal  and
household purposes,  including secured and unsecured installment and term loans,
home equity loans and lines of credit and  unsecured  revolving  lines of credit
such as credit  cards.  The  secured  installment  and term  loans to  consumers
generally  consist  of  loans  to  purchase  automobiles,   boats,  recreational
vehicles,  mobile homes and household furnishings,  with the collateral for each
loan being the purchased  property.  The  underwriting  criteria for home equity
loans and lines of credit  are  generally  the same as  applied by the Bank when
making a first  mortgage  loan,  as  described  above,  and home equity lines of
credit  typically expire 15 years or less after  origination,  unless renewed or
extended.


                                       3
<PAGE>

         Consumer  loans  generally  involve  more credit risks than other loans
because of the type and nature of the  underlying  collateral  or because of the
absence  of any  collateral.  Consumer  loan  repayments  are  dependent  on the
borrower's  continuing  financial  stability  and  are  likely  to be  adversely
affected by job loss,  divorce and  illness.  Furthermore,  the  application  of
various  federal and state laws,  including  federal  and state  bankruptcy  and
insolvency  laws,  may limit the amount  which can be recovered on such loans in
the case of default. In most cases, any repossessed  collateral will not provide
an adequate  source of repayment of the outstanding  loan balance.  Although the
underwriting  process for consumer  loans  includes a comparison of the value of
the security,  if any, to the proposed loan amount,  the Bank cannot predict the
extent to which the  borrower's  ability to pay, and the value of the  security,
will be affected by prevailing economic and other conditions.


Other Services

         The  Bank  participates  in a  regional  network  of  automated  teller
machines  that may be used by Bank  customers  in major  cities  throughout  the
Southeast.  The Bank  offers  both  VISA and  MasterCard  brands  of bank  cards
together  with  related  lines of  credit.  The lines of credit  may be used for
overdraft protection as well as pre-authorized credit for personal purchases and
expenses. The Bank also provides travelers checks, direct deposit of payroll and
social security checks, and automatic drafts for various accounts,  but will not
provide international or trust banking services in the near future.

         The  Bank  offers  investment  and  brokerage  services  to the  Bank's
customers  through  Raymond  James  Financial   Services,   Inc.,  a  registered
broker-dealer firm.

         The Bank also offers internet banking  services,  which allow customers
to view  accounts,  make  transactions,  and engage in other  functions  via the
Internet.

Employees

         At March 1, 2005, the Bank had 31 full time employees.  The Company has
no employees.


                           SUPERVISION AND REGULATION

         Bank  holding  companies  and banks  are  extensively  regulated  under
federal and state law. To the extent that the  following  information  describes
statutory  and  regulatory  provisions,  it is  qualified  in  its  entirety  by
reference to such  statutes and  regulations.  Any change in  applicable  law or
regulation  may have a material  effect on the  business  of the Company and the
Bank.

General

         The Company is a bank  holding  company  under the federal Bank Holding
Company  Act  ("BHCA"),  and is  subject  to the  regulations  of the  Board  of
Governors of the Federal Reserve System (the "Federal Reserve"). Under the BHCA,
the Company's  activities and those of its  subsidiaries are limited to banking,
managing or controlling banks, furnishing services to or performing services for
its  subsidiaries  or engaging in any other activity  which the Federal  Reserve
determines to be so closely related to banking or managing or controlling  banks
as to be a proper incident thereto. The Company may engage in a broader range of
activities  if  it  becomes  a  "financial  holding  company"  pursuant  to  the
Gramm-Leach-Bliley   Act,   which  is   described   below   under  the   caption
"Gramm-Leach-Bliley  Act." The BHCA prohibits the Company from acquiring  direct
or  indirect  control  of  more  than  5% of the  outstanding  voting  stock  or
substantially  all of the assets of any bank or from  merging  or  consolidating
with another bank holding company without prior approval of the Federal Reserve.
Additionally,  the BHCA prohibits the Company from engaging in or from acquiring
ownership  or control  of more than 5% of the  outstanding  voting  stock of any
company engaged in a non-banking  business unless such business is determined by
the  Federal  Reserve  to be so closely  related  to  banking as to be  properly
incident thereto. The BHCA generally does not place territorial  restrictions on
the activities of such non-banking related activities.

         The Company is also subject to regulation and  supervision by the South
Carolina  State Board of Financial  Institutions  (the "State  Board").  A South
Carolina bank holding company must provide the State Board with information with
respect to the financial  condition,  operations,  management and  inter-company
relationships of the holding company and its subsidiaries.  The State Board also
may require such other information as is necessary to keep itself informed about
whether the  provisions  of South  Carolina law and the  regulations  and orders
issued  thereunder  by the State Board have been  complied  with,  and the State
Board may examine any bank holding company and its subsidiaries.


                                       4
<PAGE>

Obligations of the Company to its Subsidiary Bank

         A number of obligations  and  restrictions  are imposed on bank holding
companies  and their  depository  institution  subsidiaries  by Federal  law and
regulatory  policy that are designed to reduce  potential  loss  exposure to the
depositors of such  depository  institutions  and to the FDIC insurance funds in
the event the depository  institution  is in danger of becoming  insolvent or is
insolvent.  For example, under the policy of the Federal Reserve, a bank holding
company is required to serve as a source of financial strength to its subsidiary
depository  institutions and to commit resources to support such institutions in
circumstances  where it might not do so absent such  policy.  In  addition,  the
"cross-guarantee"  provisions of the Federal  Deposit  Insurance Act, as amended
("FDIA"),  require  insured  depository  institutions  under  common  control to
reimburse the FDIC for any loss suffered or reasonably anticipated by either the
Savings  Association  Insurance Fund ("SAIF") or the Bank Insurance Fund ("BIF")
of the  FDIC  as a  result  of the  default  of a  commonly  controlled  insured
depository  institution or for any assistance provided by the FDIC to a commonly
controlled  insured  depository  institution in danger of default.  The FDIC may
decline to enforce the cross-guarantee provisions if it determines that a waiver
is in the best  interest  of the SAIF or the BIF or both.  The FDIC's  claim for
damages  is  superior  to  claims  of  shareholders  of the  insured  depository
institution  or its holding  company but is subordinate to claims of depositors,
secured  creditors and holders of subordinated  debt (other than  affiliates) of
the commonly controlled insured depository institutions.

         The FDIA also provides that amounts  received from the  liquidation  or
other resolution of any insured  depository  institution by any receiver must be
distributed (after payment of secured claims) to pay the deposit  liabilities of
the  institution  prior to payment  of any other  general  or  unsecured  senior
liability,   subordinated  liability,  general  creditor  or  shareholder.  This
provision gives depositors a preference over general and subordinated  creditors
and  shareholders  in the event a receiver is appointed to distribute the assets
of the Bank.

         Any capital  loans by a bank holding  company to any of its  subsidiary
banks are  subordinate  in right of payment  to  deposits  and to certain  other
indebtedness of such subsidiary  bank. In the event of a bank holding  company's
bankruptcy,  any  commitment  by the bank  holding  company  to a  federal  bank
regulatory  agency to maintain the capital of a subsidiary  bank will be assumed
by the bankruptcy trustee and entitled to a priority of payment.

Capital Adequacy Guidelines for Bank Holding Companies and State Banks

         The various federal bank regulators,  including the Federal Reserve and
the FDIC have adopted  risk-based and leverage capital  adequacy  guidelines for
assessing bank holding company and bank capital adequacy. These standards define
what qualifies as capital and establish minimum capital standards in relation to
assets and off-balance sheet exposures, as adjusted for credit risks.

         Failure  to meet  capital  requirements  could  subject  the  Bank to a
variety of enforcement remedies,  including the termination of deposit insurance
by the FDIC and a prohibition on the taking of brokered deposits.

         The risk-based  capital standards of both the Federal Reserve Board and
the FDIC explicitly identify  concentrations of credit risk and the risk arising
from non-traditional  activities,  as well as an institution's ability to manage
these risks,  as  important  factors to be taken into account by the agencies in
assessing an institution's overall capital adequacy. The capital guidelines also
provide that an institution's exposure to a decline in the economic value of its
capital due to changes in interest rates should be considered by the agencies as
a factor in evaluating a bank's capital  adequacy.  The Federal Reserve also has
recently issued  additional  capital  guidelines for bank holding companies that
engage in certain trading activities.

         The Bank exceeded all applicable capital  requirements by a wide margin
at December 31, 2004.

Payment of Dividends

         The  Company is a legal  entity  separate  and  distinct  from its bank
subsidiary.  Most of the  revenues of the  Company  are  expected to result from
dividends  paid to the Company by the Bank.  There are statutory and  regulatory
requirements  applicable to the payment of dividends by subsidiary banks as well
as by the Company to its  shareholders.  It is not anticipated  that the Company
will pay cash dividends in the near future.


                                       5
<PAGE>

Certain Transactions by the Company with its Affiliates

         Federal  law   regulates   transactions   among  the  Company  and  its
affiliates,  including  the  amount of bank loans to or  investments  in nonbank
affiliates  and the  amount  of  advances  to third  parties  collateralized  by
securities of an affiliate.  Further,  a bank holding company and its affiliates
are prohibited  from engaging in certain tie-in  arrangements in connection with
any extension of credit, lease or sale of property or furnishing of services.

FDIC Insurance Assessments

         Because the Bank's deposits are insured by the BIF, the Bank is subject
to insurance assessments imposed by the FDIC. Currently, the assessments imposed
on all FDIC deposits for deposit insurance have an effective rate ranging from 0
to 27 basis points per $100 of insured deposits,  depending on the institution's
capital position and other supervisory  factors.  However,  because  legislation
enacted in 1996  requires  that  insured  deposits pay a pro rata portion of the
interest due on the obligations  issued by the Financing  Corporation  ("FICO").
The FICO  assessment is adjusted  quarterly to reflect changes in the assessment
bases of the  respective  funds  based  on  quarterly  Call  Report  and  Thrift
Financial Report submissions.

Regulation of the Bank

         The Bank is subject to regulation  and  examination by the State Board.
In  addition,  the Bank is subject to various  other state and federal  laws and
regulations,  including state usury laws, laws relating to fiduciaries, consumer
credit laws and laws relating to branch banking.  The Bank's loan operations are
subject to certain  federal  consumer  credit laws and  regulations  promulgated
thereunder,  including,  but not limited to: the federal  Truth-In-Lending  Act,
governing  disclosures of credit terms to consumer borrowers;  the Home Mortgage
Disclosure Act, requiring financial  institutions to provide certain information
concerning their mortgage lending; the Equal Credit Opportunity Act and the Fair
Housing  Act,  prohibiting  discrimination  on the basis of  certain  prohibited
factors in extending  credit;  the Fair Credit Reporting Act,  governing the use
and provision of information to credit reporting agencies; the Bank Secrecy Act,
dealing   with,   among  other  things,   the  reporting  of  certain   currency
transactions;  and the Fair Debt Collection  Act,  governing the manner in which
consumer debts may be collected by collection  agencies.  The deposit operations
of the  Bank  are  subject  to the  Truth  in  Savings  Act,  requiring  certain
disclosures  about  rates  paid  on  savings   accounts;   the  Expedited  Funds
Availability  Act,  which deals with  disclosure  of the  availability  of funds
deposited  in accounts  and the  collection  and return of checks by banks;  the
Right to  Financial  Privacy  Act,  which  imposes  a duty to  maintain  certain
confidentiality of consumer financial records, and the Electronic Funds Transfer
Act and regulations promulgated  thereunder,  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.

         The  Bank  is  also  subject  to  the  requirements  of  the  Community
Reinvestment  Act (the  "CRA").  The CRA imposes on  financial  institutions  an
affirmative  and  ongoing  obligation  to meet the credit  needs of their  local
communities,  including low- and moderate-income neighborhoods,  consistent with
the safe and sound operation of those institutions. Each financial institution's
actual performance in meeting community credit needs is evaluated as part of the
examination process, and also is considered in evaluating mergers,  acquisitions
and applications to open a branch or facility.

Other Safety and Soundness Regulations

         Prompt  Corrective  Action.  The federal  banking  agencies  have broad
powers under  current  federal law to take prompt  corrective  action to resolve
problems of insured depository institutions.  The extent of these powers depends
upon whether the  institutions in question are "well  capitalized,"  "adequately
capitalized,"    "undercapitalized,"    "significantly    undercapitalized"   or
"critically undercapitalized."


                                       6
<PAGE>

         A bank that is "undercapitalized"  becomes subject to provisions of the
FDIA:   restricting  payment  of  capital  distributions  and  management  fees;
requiring the FDIC to monitor the condition of the bank; requiring submission by
the bank of a capital  restoration  plan;  restricting  the growth of the bank's
assets and requiring prior approval of certain expansion proposals.  A bank that
is  "significantly   undercapitalized"   is  also  subject  to  restrictions  on
compensation  paid  to  senior  management  of  the  bank,  and a bank  that  is
"critically   undercapitalized"  is  further  subject  to  restrictions  on  the
activities of the bank and restrictions on payments of subordinated  debt of the
bank.  The  purpose  of these  provisions  is to  require  banks  with less than
adequate  capital to act quickly to restore  their  capital and to have the FDIC
move  promptly  to take over  banks  that are  unwilling  or unable to take such
steps.

         Brokered Deposits.  Under current FDIC regulations,  "well capitalized"
banks may accept brokered deposits without restriction, "adequately capitalized"
banks may accept  brokered  deposits  with a waiver  from the FDIC  (subject  to
certain  restrictions on payment of rates), while  "undercapitalized"  banks may
not accept brokered  deposits.  The regulations  provide that the definitions of
"well capitalized," "adequately capitalized" and "undercapitalized" are the same
as the  definitions  adopted by the agencies to implement the prompt  corrective
action  provisions  described in the  previous  paragraph.  Management  does not
believe  that these  regulations  will  have a  material  adverse  effect on the
operations of the Bank.

Interstate Banking

         Under the Riegle-Neal  Interstate Banking and Branching  Efficiency Act
of 1994 the Company and any other  adequately  capitalized  bank holding company
located in South  Carolina can acquire a bank located in any other state,  and a
bank  holding  company  located  outside  South  Carolina  can acquire any South
Carolina-based  bank, in either case subject to certain  deposit  percentage and
other restrictions.  Unless prohibited by state law, adequately  capitalized and
managed bank holding  companies are permitted to  consolidate  their  multistate
bank operations into a single bank subsidiary and to branch  interstate  through
acquisitions. De novo branching by an out-of-state bank is permitted only if the
laws of the host state expressly permit it. The authority of a bank to establish
and operate  branches within a state continue to be subject to applicable  state
branching  laws.  South  Carolina law was amended,  effective  July 1, 1996,  to
permit such  interstate  branching but not de novo branching by an  out-of-state
bank.

Gramm-Leach-Bliley Act

         The  Gramm-Leach-Bliley  Act,  which  makes it easier for  affiliations
between banks,  securities firms and insurance  companies to take place,  became
effective  in March  2000.  The Act  removed  Depression-era  barriers  that had
separated  banks and  securities  firms,  and seeks to  protect  the  privacy of
consumers' financial information.

         Under provisions of the new legislation and regulations  adopted by the
appropriate regulators, banks, securities firms and insurance companies are able
to structure new affiliations  through a holding company  structure or through a
financial subsidiary. The legislation creates a new type of bank holding company
called a "financial  holding  company" which has powers much more extensive than
those of standard holding companies.  These expanded powers include authority to
engage in "financial activities," which are activities that are (1) financial in
nature;  (2)  incidental  to  activities  that are  financial in nature;  or (3)
complementary  to a  financial  activity  and that do not  impose  a safety  and
soundness risk. Significantly,  the permitted financial activities for financial
holding  companies include authority to engage in merchant banking and insurance
activities,  including insurance portfolio investing. A bank holding company can
qualify as a financial holding company and expand the services it offers only if
all of its subsidiary depository institutions are well-managed, well-capitalized
and  have  received  a  rating  of   "satisfactory"   on  their  last  Community
Reinvestment Act examination.

         The  legislation  also  creates  another  new type of  entity  called a
"financial subsidiary." A financial subsidiary may be used by a national bank or
a group of national banks to engage in many of the same activities permitted for
a financial holding company, though several of these activities,  including real
estate development or investment,  insurance or annuity underwriting,  insurance
portfolio  investing and merchant  banking,  are reserved for financial  holding
companies.  A bank's  investment  in a financial  subsidiary  affects the way in


                                       7
<PAGE>

which the bank calculates its regulatory capital, and the assets and liabilities
of financial  subsidiaries  may not be consolidated  with those of the bank. The
bank must also be certain that its risk  management  procedures  are adequate to
protect it from  financial and  operational  risks created both by itself and by
any financial subsidiary.  Further, the bank must establish policies to maintain
the separate corporate  identities of the bank and its financial  subsidiary and
to prevent each from becoming liable for the obligations of the other.

         The Act also  establishes  the  concept  of  "functional  supervision,"
meaning that  similar  activities  should be  regulated  by the same  regulator.
Accordingly,  the Act spells out the regulatory authority of the bank regulatory
agencies,  the Securities and Exchange Commission and state insurance regulators
so that each type of activity is  supervised by a regulator  with  corresponding
expertise.  The Federal  Reserve Board is intended to be an umbrella  supervisor
with the  authority  to  require a bank  holding  company or  financial  holding
company  or any  subsidiary  of  either  to  file  reports  as to its  financial
condition,  risk management  systems,  transactions with depository  institution
subsidiaries  and  affiliates,  and compliance  with any federal law that it has
authority to enforce.

         Although the Act reaffirms that states are the regulators for insurance
activities  of  all  persons,  including   federally-chartered  banks,  the  Act
prohibits  states from preventing  depository  institutions and their affiliates
from conducting insurance activities.

         The Act also  establishes  a minimum  federal  standard  of  privacy to
protect the confidentiality of a consumer's  personal financial  information and
gives the consumer the power to choose how personal financial information may be
used by  financial  institutions.  The Act and the  regulations  adopted  by the
federal banking agencies under the Act require increased disclosure to consumers
about use of information about them and, in some  circumstances,  require notice
to, or consent from, consumers before the information may be provided to a third
party.

         The Act and the  regulations  adopted  pursuant  to the Act  create new
opportunities  for the Company to offer  expanded  services to  customers in the
future,  though  the  Company  has not yet  determined  what the  nature  of the
expanded  services  might be or when the Company might find it feasible to offer
them. The Act has increased competition from larger financial  institutions that
are  currently  more  capable  than  the  Company  of  taking  advantage  of the
opportunity  to  provide a  broader  range of  services.  However,  the  Company
continues to believe that its commitment to providing high quality, personalized
service to customers will permit it to remain competitive in its market area.

Sarbanes-Oxley Act of 2002

         The Sarbanes-Oxley Act became effective in 2002, and mandated extensive
reforms and requirements for public companies. The SEC has adopted extensive new
regulations  pursuant  to  the  requirements  of  the  Sarbanes-Oxley  Act.  The
Sarbanes-Oxley  Act and the SEC's new  regulations  have increased the Company's
cost of doing  business,  particularly  its fees for internal and external audit
services  and  legal  services,  and the law and  regulations  are  expected  to
continue  to do so.  However,  the  Company  does  not  believe  that it will be
affected  by  Sarbanes-Oxley  and the  new SEC  regulations  in  ways  that  are
materially  different or more  onerous  than those of other public  companies of
similar size and in similar businesses.

Legislative Proposals

         Proposed legislation,  which could significantly affect the business of
banking, is introduced in Congress from time to time.  Management of the Company
cannot predict the future course of such  legislative  proposals or their impact
on the Company and the Bank should they be adopted.

Fiscal and Monetary Policy

         Banking  is  a  business   that  depends   largely  on  interest   rate
differentials. In general, the difference between the interest paid by a bank on
its deposits and its other  borrowings,  and the interest  received by a bank on
its loans and  securities  holdings,  constitutes  the major portion of a bank's
earnings.  Thus, the earnings and growth of the Company and the Bank are subject
to the influence of economic  conditions  generally,  both domestic and foreign,
and also to the  monetary  and  fiscal  policies  of the  United  States and its
agencies,  particularly the Federal Reserve.  The Federal Reserve  regulates the
supply of money through various means,  including open-market dealings in United
States government  securities,  the discount rate at which banks may borrow from
the Federal Reserve,  and the reserve  requirements on deposits.  The nature and
timing of any changes in such  policies  and their impact on the Company and the
Bank cannot be predicted.

Further Information

         Further  information  about the business of the Company and the Bank is
set  forth in this  Form  10-KSB  under  Item 6  -"Management's  Discussion  and
Analysis or Plan of Operation."



                                       8
<PAGE>

Item 2.  Description of Property.

         The Bank owns its office building,  which is located at 206 South Fifth
Street in  Hartsville.  The property is at a corner  location one block from the
geographic  center  of  Hartsville.  This area of town is  undergoing  extensive
redevelopment, and is likely to be a center for retail, professional and service
business growth in the future. The office building comprises approximately 8,000
feet.

         The Bank also owns property located at 7 N. 7th Street in McBee,  South
Carolina,   where  it  operates  a  branch   office.   The  facility   comprises
approximately 1,800 square feet.

         The Company  leases its operations  center,  which is located at 226 W.
Carolina  Avenue in Hartsville.  The lease is renewable on an annual basis until
2008.  The Company has also leased  property  at 1  Sherington  Drive,  Suite J,
Sheridan  Park in Bluffton,  South  Carolina,  to be used for future  expansion.
Further  information  about  these  leases  is set  forth  in the  notes  to the
Company's  consolidated  financial  statements which are included under Part II,
Item 7.


Item 3.  Legal Proceedings.

         The  Company  may  from  time  to  time be a  party  to  various  legal
proceedings  arising in the ordinary  course of business,  but management of the
Company  is not aware of any  pending or  threatened  litigation  or  unasserted
claims or assessments that are expected to result in losses,  if any, that would
be material to the Company's business and operations.

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

         No matters were submitted to a vote of securities holders in the fourth
quarter of 2004.

PART II

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

Absence of Market for Common Stock

         Although  the common  stock of the  Company  may be traded from time to
time on an individual  basis,  no  established  trading market has developed and
none is expected to develop in the foreseeable  future.  The common stock is not
listed on any exchange nor is it traded on the NASDAQ  National  Market  System,
nor are there any market makers known to  management.  In 2004,  management  was
aware of a few transactions in which the Company's common stock traded at $13.50
and $13.75 per share, and management is aware of one transaction in which shares
traded at $10.00 per share. However,  management has not ascertained that any of
these  transactions  are the result of arm's  length  negotiations  between  the
parties, and because of the limited number of shares involved,  these prices may
not be indicative of the market value of the common stock.

         As of December 31, 2004, there were approximately 873 holders of record
of the Company's  common stock,  excluding  individual  participants in security
position listings.


                                       9
<PAGE>

Dividends

         The Company  has never paid any cash  dividends,  and to  maintain  its
capital,  does not expect to pay cash dividends in the near future. The dividend
policy of the Company is subject to the discretion of the Board of Directors and
depends upon a number of factors, including earnings, financial conditions, cash
needs  and  general  business  conditions,  as  well  as  applicable  regulatory
considerations.  Because the Company has no  operations  other than those of the
Bank and presently has no income of its own, the Company would rely on dividends
from the Bank as its principal  source of cash to pay dividends.  South Carolina
banking  regulations  restrict the amount of cash  dividends that can be paid to
shareholders,  and all of the Bank's cash dividends to shareholders  are subject
to the prior  approval  of the  South  Carolina  Commissioner  of  Banking.

         The  payment  of  dividends  by the  Company  and the  Bank may also be
affected  or limited by other  factors,  such as the  requirements  to  maintain
adequate capital above regulatory guidelines. In addition, if, in the opinion of
the applicable regulatory authority, a bank under its jurisdiction is engaged in
or is about to engage in an unsafe or unsound practice (which,  depending on the
financial  condition of the Bank, could include the payment of dividends),  such
authority may require, after notice and hearing, that such bank cease and desist
from  such  practice.  The  Federal  Reserve  and the FDIC  have  issued  policy
statements  which  provide that bank holding  companies and insured banks should
generally only pay dividends out of current operating earnings.

Issuance of Unregistered Securities

         In connection  with the Bank's  initial  public  offering,  each of its
organizers  received a warrant to  purchase  5,000  shares of the Bank's  common
stock. Upon acquisition of the Bank by the Company,  the warrants were converted
into warrants to purchase  common stock of the Company.  The exercise  price for
the warrants is $10 per share and they may be exercised over a ten-year  period.
The right to exercise  the  warrants  vested with  respect to  one-third  of the
warrants on each of June 15, 2000,  June 15, 2001,  and June 15, 2002,  for each
organizer who had served  continuously  as a director from the Bank's  formation
until the vesting date. In each of 2002, 2003 and 2004, an aggregate of 0, 3,100
and 5,300  shares,  respectively,  was  exercised.  Issuance  of shares upon the
exercise of warrants has not been registered under the Securities Act of 1933 in
reliance on the exemption provided by Section 4(2) thereof.

         See Item 11 for the  information  required by Item 201(d) of Regulation
S-B.

Purchases of Equity Securities by the Company and Affiliated Purchasers

         Neither  the Company nor any  "affiliated  purchaser"  as defined in 17
C.F.R.  240.10b-18(a)(3)  purchased  any  shares  or units  of any  class of the
Company's  equity  securities  that is registered  pursuant to Section 12 of the
Exchange Act during the fourth  quarter of 2004.  Accordingly,  no disclosure is
required pursuant to 17 C.F.R. Section 228.703.


                                       10
<PAGE>

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

         The  information set forth under the caption  "Management's  Discussion
and Analysis of Financial  Condition and Results of Operations" in  Registrant's
2004 Annual Report to Shareholders is incorporated herein by reference.


Item 7.  Financial Statements.

         The Consolidated  Financial  Statements,  including Notes thereto,  set
forth in the  Registrant's  2004 Annual Report to Shareholders  are incorporated
herein by reference.

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

          Not applicable.

Item 8A. Controls and Procedures.

         Based on the evaluation required by 17 C.F.R. Section  240.13a-15(b) or
240.15d-15(b) of the Company's disclosure controls and procedures (as defined in
17  C.F.R.  Sections  240.13a-15(e)  or  240.15d-15(e)),   the  Company's  chief
executive  officer and chief financial  officer concluded that such controls and
procedures,  as of the end of the period  covered by this  annual  report,  were
effective.

         No disclosure is required under 17 C.F.R.  Section  228.308 (a) or (b).
There  has been no change  in the  Company's  internal  control  over  financial
reporting during the most recent fiscal quarter that has materially affected, or
is reasonably likely to materially  affect,  the Company's internal control over
financial reporting.

Item 8B.  Other Information.

         No  information  was  required to be disclosed in a Form 8-K during the
fourth quarter of 2004 that was not so disclosed.



                                       11
<PAGE>

                                    PART III

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

         The information set forth under the captions  "Election of Directors --
Nominees  for  Re-election  to the  Board of  Directors  for  terms of office to
continue until the Annual Meeting of  Shareholders  in 2008," "-- Members of the
Board of Directors  whose terms of office will continue until the Annual Meeting
of  Shareholders  in 2007," "-- Members of the Board of Directors whose terms of
office will continue until the Annual Meeting of  Shareholders in 2006," and "--
Executive  Officers" in the Proxy  Statement to be used in  connection  with the
Company's  2005 Annual  Stockholders  Meeting (the "2005 Proxy  Statement"),  is
incorporated  herein by reference.  Each director has served as a director since
1999, including service on the Board of Directors of the Bank prior to formation
of the  Company.  The  information  set forth under the caption  "Section  16(a)
Beneficial  Ownership  Reporting  Compliance"  in the 2005  Proxy  Statement  is
incorporated herein by reference.

         Audit Committee Financial Expert

         The Company's  board of directors has determined  that the Company does
not have an "audit committee  financial expert," as that term is defined by Item
401(e) of Regulation S-B promulgated by the Securities and Exchange  Commission,
serving on its audit committee.  The Company's audit committee is a committee of
directors who are elected by the  shareholders  and who are  independent  of the
Company and its  management.  After reviewing the experience and training of all
of the  Company's  independent  directors,  the board of directors has concluded
that  no  independent  director  meets  the  SEC's  very  demanding  definition.
Therefore, it would be necessary to find a qualified individual willing to serve
as both a  director  and  member of the  audit  committee  and have that  person
elected  by the  shareholders  in order to have an  "audit  committee  financial
expert" serving on the Company's audit committee.  The Company's audit committee
is,  however,  authorized to use  consultants  to provide  financial  accounting
expertise in any instance where members of the committee believe such assistance
would be useful. Accordingly, the Company does not believe that it needs to have
an "audit committee financial expert" on its audit committee.


                                       12
<PAGE>

         Code of Ethics

         The  Company  has  adopted a code of ethics  (as  defined  by 17 C.F.R.
228.406) that applies to its principal executive officer and principal financial
officer.  The Company will provide a copy of the code of ethics, free of charge,
to any person upon written request to Curtis A. Tyner, Sr.,  President and Chief
Executive  Officer,   Regional   Bankshares,   Inc.,  206  South  Fifth  Street,
Hartsville, South Carolina 29550.

Item 10.  Executive Compensation

         The information set forth under the captions "Management  Compensation"
and "2001 Stock Option Plan" in the 2005 Proxy Statement is incorporated  herein
by reference.

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

         The  information  set forth under the caption  "Security  Ownership  of
Management" in the 2005 Proxy Statement is incorporated herein by reference.

Equity Compensation Plan Information

The following  table sets forth  aggregated  information as of December 31, 2004
about all of the Company's compensation plans (including individual compensation
arrangements)  under which equity  securities of the Company are  authorized for
issuance:

<TABLE>
<CAPTION>
Plan category                   Number of securities         Weighted-average             Number of securities
                                to be issued upon            exercise price of            remaining available
                                exercise of                  outstanding options,         for future issuance
                                outstanding options,         warrants and rights          under equity
                                warrants and rights                                       compensation plans
                                                                                          (excluding securities
                                                                                          reflected in column(a))
                                (a)                          (b)                          (c)
------------------------------- ---------------------------- ---------------------------- ----------------------------
<S>                            <C>                           <C>                          <C>
Equity compensation             15,000                       $13.00                       35,000
plans approved by
security holders

Equity compensation
plans not approved
by security holders(1)         153,200                       $12.51                           -0-
                               -------                       ------                        ------
                               168,200                                                     35,000
Total
</TABLE>

(1)  These represent  director  warrants.  In connection with the Bank's initial
     public  offering,  each of its  organizers  received a warrant to  purchase
     5,000 shares of the Bank's common stock.  Upon  acquisition  of the Bank by
     the Company,  the warrants were converted into warrants to purchase  common
     stock of the Company.  The exercise price for the warrants is $10 per share
     and they may be exercised over a ten-year period. The right to exercise the
     warrants  vested with  respect to one-third of the warrants on each of June
     15, 2000,  June 15, 2001,  and June 15, 2002,  for each  organizer  who had
     served  continuously  as a  director  from the Bank's  formation  until the
     vesting  date. On November 18, 2004,  each director was granted  additional
     warrants to purchase 10,000 shares of the Company's common stock at a price
     of $13.50 per share.  The warrants  vest  equally over a three-year  period
     beginning November 18, 2005, and will expire on November 18, 2014. Assuming
     all of the warrants  issued to the  organizers  are  exercised and that the
     Company  issues  no  further  common  stock,  the  organizers  would own an
     aggregate of 357,100 shares,  or 52%, of the Company's  outstanding  common
     stock.

Item 12.   Certain Relationships and Related Transactions

         The information set forth under the caption "Certain  Relationships and
Related  Transactions"  in the 2005 Proxy  Statement is  incorporated  herein by
reference.


                                       13
<PAGE>

                                     PART IV

Item 13.  Exhibits


Exhibit
Number            Description
------            -----------

3.1            Articles of  Incorporation  of the  Registrant  (incorporated  by
               reference to exhibits to Registrant's  Registration  Statement on
               Form 8-A (the "Form 8-A")).

3.2            Bylaws of Registrant (incorporated by reference to the Form 8-A).

4.1            Specimen Common Stock  Certificate  (incorporated by reference to
               the Form 8-A).

4.2            Form of Warrant  Agreement Issued to Organizers  (incorporated by
               reference  to exhibits to  Registrant's  Form 10-KSB for the year
               ended December 31, 2000 (the "2000" Form 10-KSB).

4.3            Form of Warrant Agreement Issued to Directors

10.1           Employment  Agreement between Hartsville Community Bank, National
               Association  and Curtis A. Tyner  (incorporated  by  reference to
               exhibits to the 2000 Form 10-KSB).

10.2           Lease  Agreement  dated  October  23,  1998  between   Hartsville
               Community   Investors,   LLC  and  Gordon  McBride   (assumed  by
               Registrant)  (incorporated  by  reference to exhibits to the 2000
               Form 10-KSB).

10.3           Regional Bankshares, Inc. 2001 Stock Option Plan (incorporated by
               reference to the Company's Proxy Statment relating to the May 10,
               2001 Annual Meeting of Shareholders).

10.4           Lease Agreement dated October 11, 2004 between the Registrant and
               Carolina Partners, LLC

13             Portions of the  Annual Report to Shareholders for the Year Ended
               December 31, 2004

21             Subsidiaries  of the  Registrant  (Incorporated  by  reference to
               exhibits to Registrant's  Form 10-KSB for the year ended December
               31, 2003)

31             Rule 13a-14(a)/15d-14(a) Certifications

32             18 U.S.C. Section 1350 Certifications


Item 14.  Principal Accountant Fees and Services

         The  information  set  forth  under  the  caption  "Independent  Public
Accountants  -  Fees  Paid  to  Independent   Auditors"  and  "Audit   Committee
Pre-Approval  of  Audit  and  Permissible   Non-Audit  Services  of  Independent
Auditors" in the 2005 Proxy Statement is incorporated herein by reference.


                                       14
<PAGE>

                                   SIGNATURES

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


                                 REGIONAL BANKSHARES, INC.

March 24, 2005                   By: s/Curtis A. Tyner, Sr.
                                    --------------------------------------------
                                     Curtis A. Tyner, Sr.
                                     President, Chief Executive Officer and
                                        Chief Financial 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 stated.

<TABLE>
<CAPTION>

                  Signature                                         Title                               Date
                  ---------                                         -----                               ----

<S>                                            <C>                                                 <C>

s/Gosnold G. Segars, Jr.
----------------------------                         Chairman of the Board of Directors            March 24, 2005
Gosnold G. Segars, Jr.

s/Curtis A. Tyner, Sr.
----------------------------                      President, Chief Executive Officer, Chief        March 24, 2005
Curtis A. Tyner, Sr.                              Financial Officer and Director (Principal
                                                 Executive Officer and Principal Accounting
                                                                  Officer)


----------------------------                                      Director                         March __, 2005
Francine P. Bachman


----------------------------                                      Director                         March __, 2005
T. James Bell, Jr.


----------------------------                                      Director                         March __, 2005
Peter C. Coggeshall, Jr.


----------------------------                                      Director                         March __, 2005
Franklin Hines

s/J. Richard Jones
----------------------------                                      Director                         March 29, 2005
J. Richard Jones


----------------------------                                      Director                         March __, 2005
Woodward H. Morgan, III

s/Randolph G. Rogers
----------------------------                                      Director                         March 25, 2005
Randolph G. Rogers

s/Howard W. Tucker, Jr.
----------------------------                                      Director                         March 25, 2005
Howard W. Tucker, Jr.

s/Patricia M. West
----------------------------                                      Director                         March 25, 2005
Patricia M. West
</TABLE>


                                       15
<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number            Description
------            -----------

3.1            Articles of  Incorporation  of the  Registrant  (incorporated  by
               reference to exhibits to Registrant's  Registration  Statement on
               Form 8-A (the "Form 8-A")).

3.2            Bylaws of Registrant (incorporated by reference to the Form 8-A).

4.1            Specimen Common Stock  Certificate  (incorporated by reference to
               the Form 8-A).

4.2            Form of Warrant  Agreement Issued to Organizers  (incorporated by
               reference  to exhibits to  Registrant's  Form 10-KSB for the year
               ended December 31, 2000 (the "2000" Form 10-KSB).

4.3            Form of Warrant Agreement Issued to Directors

10.1           Employment  Agreement between Hartsville Community Bank, National
               Association  and Curtis A. Tyner  (incorporated  by  reference to
               exhibits to the 2000 Form 10-KSB).

10.2           Lease  Agreement  dated  October  23,  1998  between   Hartsville
               Community   Investors,   LLC  and  Gordon  McBride   (assumed  by
               Registrant)  (incorporated  by  reference to exhibits to the 2000
               Form 10-KSB).

10.3           Regional Bankshares, Inc. 2001 Stock Option Plan (incorporated by
               reference to the Company's Proxy Statment relating to the May 10,
               2001 Annual Meeting of Shareholders).

10.4           Lease Agreement dated October 11, 2004 between the Registrant and
               Carolina Partners, LLC

13             Portions of the  Annual Report to Shareholders for the Year Ended
               December 31, 2004

21             Subsidiaries  of the  Registrant  (Incorporated  by  reference to
               exhibits to Registrant's  Form 10-KSB for the year ended December
               31, 2003)

31             Rule 13a-14(a)/15d-14(a) Certifications

32             18 U.S.C. Section 1350 Certifications


                                       16