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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-KSB/A

Amendment No. 1



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ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



For the
fiscal year ended: December 31, 2004



Commission file
number: 0-21083



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SOUTH STREET FINANCIAL CORP.

(Name
of Small Business Issuer in its Charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|North Carolina                                                 |  | 56-1973261                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|155 West South Street Albemarle, North Carolina                |  | 28001                               
|(Address of principal executive office)                        |  | (Zip Code)                          



Issuers
telephone number, including area code: (704) 982-9184



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



Securities Registered Under Section 12(g) of the Act:



Common Stock, no par value

(Title of class)



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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



State issuers
revenues for its most recent fiscal year. $11,320,000, based on the sum of total interest income and total non-interest income for fiscal year 2004.



State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold,
or the average bid and asked prices of a specified date within the past 60 days. $30,478,860, based on the closing price of the common stock on March 15, 2005, which was $10.00 per share.



State the number of shares outstanding of each of the registrants classes of common
equity, as of the latest practicable date. 3,047,886 shares of common stock outstanding at March 15, 2005.



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DOCUMENTS INCORPORATED BY REFERENCE



Portions of the Annual Report to stockholders of South Street Financial Corp. for the year ended December 31, 2004 (2004 Annual
Report), are incorporated by reference into Part II.



Portions of the
Proxy Statement for the 2005 Annual Meeting of Stockholders of South Street Financial Corp. to be held on May 16, 2005, are incorporated by reference into Part III.



This report contains certain forward-looking statements with respect to the financial condition, results of operations and business of
South Street Financial Corp. (Company) and its banking subsidiary, Home Savings Bank of Albemarle, Inc. (Bank). These forward-looking statements involve risks and uncertainties and are based on the beliefs and assumptions of
management of the Company and the Bank and on the information available to management at the time that these disclosures were prepared. These statements can be identified by the use of words like expect, anticipate,
estimate and believe, variations of these words and other similar expressions. Readers should not place undue reliance on forward-looking statements as a number of important factors could cause actual results to differ
materially from those in the forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, (1) competition in the Banks markets, (2) changes in the interest rate environment, (3)
general national, regional or local economic conditions may be less favorable than expected, resulting in, among other things, a deterioration in credit quality and the possible impairment of collectibility of loans, (4) legislative or regulatory
changes, including changes in accounting standards, (5) significant changes in the federal and state legal and regulatory environment and tax laws, (6) the impact of changes in monetary and fiscal policies, laws, rules and regulations and (7) other
risks and factors identified in the Companys other filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statements.



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Explanatory Note



Due to an inadvertent oversight, the 2004 Annual Report to Security Holders contained within Exhibit (13) of South Street
Financial Corporations (the Company) Form 10-KSB for the year ended December 31, 2004, as filed on March 31, 2005, contained an audit opinion with no conformed signature. The Company had, in fact, been provided with a signed copy
of the audit opinion by the auditor prior to filing of the Form 10-KSB. Therefore, the Companys Form 10-KSB for the year ended December 31, 2004 is hereby amended by updating Item 13 to incorporate by reference the following amended exhibits:
Exhibit (13) (which contains a signed audit opinion), and Exhibits (23), (31.1), (31.2) and (32).



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



|13(a) | Exhibits
|----- | --------



|        |           |  |                                                                                                                                                                                                                                                                                                    
|------- | --------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |          
|Exhibit | (3)(i)    |  | Certificate of Incorporation, incorporated herein by reference to Exhibit (3)(i) to the Registration Statement on Form S-1, Registration No. 333-04509, dated May 24, 1996, and amended on July
25, 1996                                                                                           
|        |          
|Exhibit | (3)(ii)   |  | Bylaws, incorporated herein by reference to Exhibit (3)(ii) to the Registration Statement on Form S-1, Registration No. 333-04509, dated May 24, 1996, and amended on July 25,
1996                                                                                                                
|        |          
|Exhibit | (4)       |  | Specimen Stock Certificate, incorporated herein by reference to Exhibit (4) to the Registration Statement on Form S-1, Registration No. 333-04509, dated May 24, 1996, and amended on July 25,
1996                                                                                                
|        |          
|Exhibit | (10)(i)   |  | Employment Agreement between R. Ronald Swanner and Home Savings Bank of Albemarle, Inc., S.S.B., incorporated herein by reference to the Form 10-K dated September 30, 1996                                                                                                                        
|        |          
|Exhibit | (10)(ii)  |  | South Street Financial Corp. Stock Option Plan, incorporated herein by reference to the Form 10-K dated September 30, 1997                                                                                                                                                                         
|        |          
|Exhibit | (10)(iii) |  | 2003 Supplemental Executive Retirement Plan Agreements with R. Ronald Swanner, Christopher F. Cranford, David L. Smith and Cris D. Turner, incorporated herein by reference to the Form 10-KSB
dated December 31, 2003                                                                             
|        |          
|Exhibit | (10)(iv)  |  | 2003 Executive Life Insurance Endorsement Method Split Dollar Plan Agreements with R. Ronald Swanner, Christopher F. Cranford, David L. Smith and Cris D. Turner, incorporated herein by
reference to the Form 10-KSB dated December 31, 2003                                                      
|        |          
|Exhibit | (10)(v)   |  | 2003 Director Supplemental Retirement Plan Agreements with Caldwell A. Holbrook, Jr., Joel A. Huneycutt, Douglas Dwight Stokes, R. Ronald Swanner and Greg E. Underwood, incorporated herein by
reference to the Form 10-KSB dated December 31, 2003                                               
|        |          
|Exhibit | (10)(vi)  |  | 2003 Director Deferral Plan Agreements with Caldwell A. Holbrook, Jr., Joel A. Huneycutt, J. Banks Garrison, Jr., Douglas Dwight Stokes, R. Ronald Swanner and Greg E. Underwood, incorporated
herein by reference to the Form 10-KSB dated December 31, 2003                                      
|        |          
|Exhibit | (10)(vii) |  | 2003 Director Life Insurance Endorsement Method Split Dollar Plan Agreements with Caldwell A. Holbrook, Jr., Joel A. Huneycutt, J. Banks Garrison, Jr., Douglas Dwight Stokes, R. Ronald
Swanner and Greg E. Underwood, incorporated herein by reference to the Form 10-KSB dated December 31, 2003
|        |          
|Exhibit | (11)      |  | Statement Regarding Computation of Per Share Earnings, incorporated herein by reference to the Form 10-KSB dated December 31, 2004                                                                                                                                                                 
|        |          
|Exhibit | (13)      |  | South Street Financial Corp. 2004 Annual Report to Stockholders (excluding page 3, the Letter to Stockholders)                                                                                                                                                                                     
|        |          
|Exhibit | (14)      |  | Code of Business Conduct and Ethics, dated February 18, 2004, incorporated herein by reference to the Form 10-KSB dated December 31, 2004                                                                                                                                                          
|        |          
|Exhibit | (21)      |  | See Item 1. DESCRIPTION OF BUSINESSGeneral and Subsidiaries for discussion of subsidiaries                                                                                                                                                                                                   
|        |          
|Exhibit | (23)      |  | Consent of Independent Registered Public Accounting Firm                                                                                                                                                                                                                                           
|        |          
|Exhibit | (31.1)    |  | Certification of R. Ronald Swanner                                                                                                                                                                                                                                                                 
|        |          
|Exhibit | (31.2)    |  | Certification of Christopher F. Cranford                                                                                                                                                                                                                                                           
|        |          
|Exhibit | (32)      |  | Certification of Periodic Financial Report Pursuant to 18 U.S.C. Section 1350                                                                                                                                                                                                                      



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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.



|                  |  |                              |  |                                      
|----------------- |  | ---------------------------- |  | -------------------------------------
|                  |  | SOUTH STREET FINANCIAL CORP.
|                  |  |                             
|Date: May 5, 2005 |  | By:                          |  | /s/ R. Ronald Swanner                
|                  |  |                              |  | R. Ronald Swanner                    
|                  |  |                              |  | President and Chief Executive Officer



Pursuant to the
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:



|                                                   |  |                                                             |  |            
|-------------------------------------------------- |  | ----------------------------------------------------------- |  | -----------
|Signature                                          |  | Title                                                       |  | Date       
|/s/ R. Ronald SwannerR. Ronald Swanner             |  | President, Chief Executive Officer and Director             |  | May 5, 2005
|                                                   |  |                                                            
|/s/ Christopher F. CranfordChristopher F. Cranford |  | Treasurer and Chief Financial Officer                       |  | May 5, 2005
|                                                   |  |                                                            
|/s/ David L. SmithDavid L. Smith                   |  | Executive Vice President of Bank; Secretary of Company      |  | May 5, 2005
|                                                   |  |                                                            
|/s/ Cris D. TurnerCris D. Turner                   |  | Executive Vice President of Bank; Vice President of Company |  | May 5, 2005
|                                                   |  |                                                            
|/s/ Caldwell A. Holbrook,Caldwell A. Holbrook, Jr. |  | Director                                                    |  | May 5, 2005
|                                                   |  |                                                            
|/s/ Joel A. HuneycuttJoel A. Huneycutt             |  | Director                                                    |  | May 5, 2005
|                                                   |  |                                                            
|/s/ Douglas Dwight StokesDouglas Dwight Stokes     |  | Director                                                    |  | May 5, 2005
|                                                   |  |                                                            
|/s/ Greg E. UnderwoodGreg E. Underwood             |  | Director                                                    |  | May 5, 2005
|                                                   |  |                                                            
|/s/ J. Banks GarrisonJ. Banks Garrison             |  | Director                                                    |  | May 5, 2005



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INDEX TO EXHIBITS



|               |  |                                                                              
|-------------- |  | -----------------------------------------------------------------------------
|Exhibit No.    |  | Description                                                                  
|Exhibit (13)   |  | 2004 Annual Report (excluding page 3, the Letter to Stockholders)            
|               | 
|Exhibit (23)   |  | Consent of Independent Registered Public Accounting Firm                     
|               | 
|Exhibit (31.1) |  | Certification of R. Ronald Swanner                                           
|               | 
|Exhibit (31.2) |  | Certification of Christopher F. Cranford                                     
|               | 
|Exhibit (32)   |  | Certification of Periodic Financial Report Pursuant to 18 U.S.C. Section 1350