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FORM 10-Q U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
   QUARTERLY REPORT PURSUANT TO SECTION 13
OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED
MARCH 31, 2004
 FIRST NATIONAL BANCSHARES, INC.  Florida
    
    333-60283
    
    06-1522028(Jurisdiction of Organization)
    
    Commission
    
    I.R.S. EmployerFile Number
    
    Identification No.
 5817 Manatee Avenue West, Bradenton, Florida
    
    34209(Address of principal office)
    
    (Zip Code)
 Registrants telephone number, including area code: (941) 794-6969 Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 of the Securities Exchange Act of 1934
during the preceding 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 of the past 90 days. Yes [X] No [  ] Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of the latest practicable date. Common stock, par value $.10 per share
    
    2,069,845 shares(class)
    
    Outstanding as of April 30, 2004




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FIRST NATIONAL BANK OF MANATEE
Index to Form 10-Q
For the quarter Ended March 31, 2004 PagePART I. FINANCIAL INFORMATIONItem 1. Financial StatementsCondensed Consolidated Balance Sheets,
March 31, 2004 and December 31, 2003
    
    
    1Condensed Consolidated Statements
of Income for the three months ended
March 31, 2004 and 2003
    
    
    3Condensed Consolidated Statements of
Cash Flows for the three months ended
March 31, 2004 and March 31, 2003
    
    
    4Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations
    
    
    6Item 3. Quantitative and Qualitative Disclosure About Market Risk
    
    
    10Item 4.
Disclosure of Evaluation of Disclosure Controls and Procedures
    
    
    12PART II. OTHER INFORMATION.Item 1. Legal Proceedings
    
    
    13Item 2. Changes in Securities and Use of Proceeds
    
    
    13Item 3. Defaults under Senior Securities
    
    
    13Item 4. Submission of Matters to a vote of Security Holders
    
    
    13Item 5. Other Information.
    
    
    13Item 6. Exhibits and Reports on Form 8-K
    
    
    13SIGNATURES
    
    
    14EX-31.1 302 Certification of PEOEX-31.2 302 Certification of President & CFOEX-32.1 906 Certification of PEOEX-32.2 906 Certification of President & CFO




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PART I. FINANCIAL INFORMATION 
 Item 1. Financial Statements FIRST NATIONAL BANCSHARES, INC. 
  Assets (000s) March 31
    
    December 312004
    
    20031(unaudited)Cash and Due from Banks
    
    
    9,379
    
    
    
    6,876Int. Bearing Bank Balances
    
    
    12,481
    
    
    
    8,412Fed Funds Sold
    
    
    0
    
    
    
    0Investment Securities
    
    
    51,018
    
    
    
    46,868Unrecognized Security Gains
    
    
    759
    
    
    
    245Loans
    
    
    215,525
    
    
    
    206,742Less Allowance for Credit Losses
    
    
    (2,198
    )
    
    
    (2,067
    )Deferred Loan Fees (earned)
    
    
    (399
    )
    
    
    (361
    )Premises and Equipment, Net
    
    
    7,684
    
    
    
    7,737Accrued Interest Receivable
    
    
    1,062
    
    
    
    986Intangible Assets
    
    
    1,200
    
    
    
    0Other R. E. & Assets Owned
    
    
    0
    
    
    
    0Other Assets
    
    
    1,977
    
    
    
    1,794Total Assets
    
    
    298,488
    
    
    
    277,232
 (1) Condensed from audited financial statements




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Liabilities and Stockholders Equity (000s) March 31
    
    December 312004
    
    20031(unaudited)DepositsDemand, non-interest bearing
    
    
    35,350
    
    
    
    32,991Demand, interest bearing
    
    
    41,875
    
    
    
    39,603Time (CDs, MMs, & Savings Accounts)
    
    
    175,877
    
    
    
    160,733TOTAL DEPOSITS
    
    
    253,102
    
    
    
    233,327Repurchase Agreements
    
    
    4,581
    
    
    
    11,301Accrued Interest Payable
    
    
    743
    
    
    
    651Accounts Payable and Other Liabilities
    
    
    1,206
    
    
    
    438Fed Funds Purchased and Other Short Term
Borrowings
    
    
    14,400
    
    
    
    9,500TOTAL LIABILITIES
    
    
    274,032
    
    
    
    255,217Stockholders EquityCommon Stock, par value $.10 per share;
Authorized 2,500,000 shares;
Issued and Outstanding, 2,064,134
    
    
    206
    
    
    
    200Capital Surplus
    
    
    17,657
    
    
    
    16,208Unrecognized Gains & Losses
    
    
    474
    
    
    
    153Retained Earnings
    
    
    6,119
    
    
    
    5,454Net Stockholders Equity
    
    
    24,456
    
    
    
    22,015Total Liabilities and Stockholders Equity
    
    
    298,488
    
    
    
    277,232
 (1) Condensed from audited financial statements




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CONSOLIDATED STATEMENT OF INCOME 
 March 31
    
    March 312004
    
    2003Interest Income:Interest Bearing Bank Balances
    
    
    15
    
    
    
    36Fed Funds Sold
    
    
    0
    
    
    
    0Investment Securities:Taxable
    
    
    477
    
    
    
    298Exempt from Federal Taxes
    
    
    0
    
    
    
    92Loan Interest
    
    
    3,116
    
    
    
    2,631Loan Fees
    
    
    70
    
    
    
    45Total Interest Income
    
    
    3,678
    
    
    
    3,102Interest Expense
    
    
    978
    
    
    
    790Net Interest Income
    
    
    2,700
    
    
    
    2,312Provision for Credit Losses
    
    
    130
    
    
    
    46Net Interest Income
    
    
    2,570
    
    
    
    2,266After Provision for Credit LossesOther Operating IncomeService Charges on Deposit Accounts
    
    
    98
    
    
    
    123Investment Security Gains
    
    
    0
    
    
    
    54Trust Fees & Investment Sales Commissions
    
    
    345
    
    
    
    204Other Income
    
    
    99
    
    
    
    120Total Other Operating Income
    
    
    542
    
    
    
    501Other Operating Expenses:Salaries & Employee Benefits
    
    
    1,302
    
    
    
    1,092Occupancy & FF&E
    
    
    329
    
    
    
    286Other Expenses
    
    
    455
    
    
    
    429Total Other Operating Expenses
    
    
    2,086
    
    
    
    1,807Profit Before Tax
    
    
    1,026
    
    
    
    960Estimated State and Federal Income Taxes
    
    
    361
    
    
    
    337Profit After Tax
    
    
    665
    
    
    
    623Earnings per Share
    
    
    0.32
    
    
    
    0.31Earnings per Share fully diluted
    
    
    0.30
    
    
    
    0.29




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FIRST NATIONAL BANCSHARES, INC COMPREHENSIVE INCOME For the Period January 1 through March 31 (000s) COMPREHENSIVE INCOME: Under FASB Statement of Financial Accounting Standards
No. 130, Reporting Comprehensive Income, the Company is required to report a
measure of all changes in equity, not only reflecting net income but certain
other changes as well. At March 31, 2004 and 2003, comprehensive income was as
follows: ($000s)3 months
    
    3 months2004
    
    2003Profit After Tax
    
    $
    665
    
    
    $
    623Unrealized Securities Gains Net of Taxes
    
    $
    321
    
    
    ($
    64
    )Comprehensive Income
    
    $
    986
    
    
    $
    559




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CONSOLIDATED STATEMENTS OF CASH FLOWS 
 March 31
    
    March 312004
    
    2003Operating activitiesNet Income
    
    
    665
    
    
    
    623Adjustments to reconcile net income to cash provided by operating activities:Allowance for loan losses (net of charge offs)
    
    
    131
    
    
    
    26Increase (decrease) in interest payable and other liabilities
    
    
    860
    
    
    
    478Decrease (increase) in interest receivable and other assets
    
    
    -189
    
    
    
    -82Net cash provided by operating activities
    
    
    1,467
    
    
    
    1,045Investing activitiesProceeds from sale and maturity of securities net of purchases
    
    
    -4,150
    
    
    
    6,664Loans originated, net of principal collections
    
    
    -8,783
    
    
    
    -1,494Capital expenditures net of depreciation
    
    
    53
    
    
    
    127Proceeds from sale of other R. E. and assets owned
    
    
    0
    
    
    
    0Increase (decrease) in FHLB borrowings
    
    
    4,900
    
    
    
    0Decrease (increase) in federal funds sold
    
    
    0
    
    
    
    0Net cash provided (used) by investing activities
    
    
    -7,980
    
    
    
    5,297Financing activitiesNet increase (decrease) in demand deposits
    
    
    4,631
    
    
    
    1,627Net increase (decrease) time deposits
    
    
    15,144
    
    
    
    470Increase (decrease) in securities sold under agreements to
repurchase
    
    
    (6,720
    )
    
    
    187Dividends paid
    
    
    0
    
    
    
    0Proceeds from issuance of common stock
    
    
    30
    
    
    
    243Retirement of common stock
    
    
    0
    
    
    
    0Principal payments under capital lease obligation
    
    
    0
    
    
    
    0Net cash (used) provided by financing activities
    
    
    13,085
    
    
    
    2,527Net increase in cash and due from banks
    
    
    6,572
    
    
    
    8,869Cash and due from banks at beginning of year
    
    
    15,288
    
    
    
    13,449Cash and due from banks at end of quarter
    
    $
    21,860
    
    
    $
    22,318Schedule of non-cash investing activities
    
    
    0
    
    
    
    0




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(2) NOTES TO CONDENSED FINANCIAL STATEMENTS Note 1 - Basis of Financial Reporting The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with instructions to Form 10-Q and do not include
all of the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management,
all normal and recurring adjustments necessary for fair presentation of such
financial statements have been included. For further information, refer to the
consolidated financial statements and the notes thereto included in the Banks
annual report on Form 10-K for the year ended December 31, 2003. Results for the three month period ended March 31, 2004, may not necessarily be
indicative of those to be expected for the entire year. Note 2 In March, 2004 the Company merged with the Trust Company of Florida (Trust
Company) effective February 29, 2004. The accompanying condensed financial
statements included earlier in this 10Q include the results of operations of
Trust Company since that date. The total purchase price was $2,453,000
including $1,027,000 in cash and $1,426,000 in common stock. In addition,
acquisition expenses were approximately $71,000. The following table summarizes
the estimated values of the assets acquired and liabilities assumed at the date
of acquisition. ($000s)Current assets
    
    $
    1,294Furniture and equipment
    
    
    72Goodwill and customer relationships
    
    
    1,200Total assets acquired
    
    
    2,566Current liabilities
    
    
    (42
    )assumed
Net assets acquired
    
    
    2,524
 Pro forma information includes the Trust Company information as if the merger had been completed as of
January 1, 2003 March 31
    
    March 312004
    
    2003Net interest income
    
    
    2,700
    
    
    
    2,312Total other operating income
    
    
    641
    
    
    
    629Net Income
    
    
    612
    
    
    
    539Basic earnings per share
    
    
    0.30
    
    
    
    0.27Fully diluted earnings per share
    
    
    0.28
    
    
    
    0.25




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##### Table of Contents



Managements Discussion and Analysis of Financial Condition and Results of
Operations. Overview. 1st National Bank & Trust (formerly First National Bank of Manatee) (the
Bank) commenced operations on July 18, 1986. The Banks activities since
inception have consisted of accepting deposits, originating a variety of loans.
The Banks first branch was opened on Anna Maria Island (5 miles west of the
main office) in October, 1994. The second branch was opened in May of 1996 on
State Road 64 (5 miles east of the main office). In January of 1997, the bank
opened its third branch on State Road 70 (8 miles southeast of the main
office). The Bank opened its latest Branch in Ellenton at the corner of US 301
and Old Tampa Road. The bank also opened a Trust Department in March of 1995.
The Bank, as a local independent bank, follows a philosophy of developing its
equity and deposit base and focusing its lending activities within its
community. The Banks underlying lending policy has been and is anticipated to
continue being directed toward better-than-normal credit risks. On January 1, 1999 the Bank was merged into First National Bancshares,
Inc., a Florida corporation (the Holding Company). The Holding Company was
formed specifically for the purpose of having the Bank merged into it. At the
time of the merger, the Holding Company had assets of $128,000 and a net worth
of ($55,000). The Holding Company is now a one bank holding company with no
other subsidiaries than the Bank. Therefore, there are no significant
adjustments from the financial information of the Bank to the consolidated
financial information for the Holding Company. In March of 2004, the Bank merged with The Trust Company of Florida, a
Florida chartered Trust Bank. The operations of Trust Company for the month of
March are included in the operating statement of the company. The operations
for the first two months or the quarter, prior to the merger, are noted but not
included in the operating totals. The earnings for Trust company are also
noted for the 1st quarter of 2003. The following discussion and analysis is based on the Holding Companys
financial condition and results of operations for the period from January 1,
2004 through March 31, 2004. This discussion and analysis should be read in
conjunction with the financial statement summaries of the Holding Company,
included elsewhere in this quarterly report. Results of Operations. Earnings in the first quarter of 2004 were up $42,000 or 7% compared to
earnings in the same period last year as direct result of net interest income
increasing 13% after loan loss provision while other operating income increased
8% and corresponding expenses grew 15%. The major component of the increased
overhead was salary expense due to increased headcount and increased cost of
benefits. The Banks contribution of $130,000 to loan loss reserve was $84,000
higher than last year. Strong loan growth in the first quarter required the
addition to loan loss reserve at a higher level than last year. Net Interest Income. The major component of the Banks earning capacity is net
interest income, which represents the difference or spread between interest
income on earning assets and interest bearing liabilities, primarily deposits.
The spread is considered positive when rate-sensitive assets exceed
rate-sensitive liabilities,




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##### Table of Contents



and negative when rate-sensitive liabilities exceed rate sensitive assets. Net
interest income is also affected by changes in interest rates earned and paid,
and by changes in the volume of interest-earning assets and interest-bearing
liabilities. To the extent possible, the Bank follows a strategy intended to
insulate the Banks interest rate spread from adverse changes in interest rates
by maintaining spreads through the adjustability of its earning assets and
interest-bearing liabilities. On March 31, 2004, the Banks loan portfolio had
a high ratio of repriceability within one year. Historically, low interest rates have accelerated the number of loans
paying off to due to refinancing. As a result, last year, the Bank has had
only modest growth in its loan portfolio despite strong loan activity.
However, as rates have bottomed out and recently begun to rise slightly, the
refinancing activity has slowed. Consequently, the increased net interest
income has come increased outstandings despite lower new production than last
year. Net interest income for three months in 2004 was $2,570,000 compared to
$2,266,000 in 2003. Interest Earning Assets. Real estate related loans at March 31, 2004,
accounted for a majority of the banks loan portfolio. Most of the mortgages
are variable rate loans and are adjustable each one to five years. Thus,
volatile interest rates can result in the real estate loans lagging market
conditions. This can result in periods when the banks net interest income is
either higher or lower than the norm. However, the bank receives wider margins
on this type of loan than on a truly floating loan. Management believes, the
improved margins more than offset the temporary periods where moving rates can
affect interest margins. The Banks investment portfolio is concentrated primarily in U.S.
Government agencies and corporations. The Banks Available-for-Sale portfolio
has a market value of about $759,000 above book value. Non-interest Earning Assets. Non-interest earning assets accounted for 7.1%
of total assets on March 31, 2004, and primarily consisted of cash and due from
banks, branches and equipment, accrued interest receivable and intangible
assets resulting from the merger with The Trust Company of Florida. Funding Sources. The primary source of funds for the Banks lending and
investment activities is deposits. At March 31, 2004 the Banks total deposits
were $253.1 million plus $4.6 million in repurchase agreements. The Banks
deposits are highly concentrated in interest-bearing accounts, which is typical
for the Banks market area. The Bank has 17% of its deposits in NOW Accounts
and 69% of its deposits in Savings, MMAs and CD deposits. In 2001, the bank
was successful in shifting more deposits into NOW accounts and repurchase
agreements and out of certificates of deposit. This improvement in deposit mix
was sustained into 2004. This was a significant part of the banks improved
net interest margin over the last several years. Non-interest Income. The Banks non-interest income for the three month period
ended March 31, 2004 was $542,000 including $345,000 from its Trust and
Financial Services area. This included $48,000 in fees in March resulting from
the merger with The Trust Company of Florida which was effective as of March 1.
It does not include $85,000 in fees that Trust Co. earned in January and
February prior to the merger. Periodic security transactions generate investment gains or losses and are
primarily a result of tax management considerations and liquidity requirements.
The bank had no security gains in the first quarter of 2004. The other
significant items of non-interest income represented service charges on deposit
accounts and merchant credit card account income.




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##### Table of Contents



Non-interest Expense. The Banks non-interest expense for the three month
period ended March 31, 2004 was $2,086,000 including $1,302,000 of salaries and
employee benefits. This also includes expenses for the month of March for
Trust Co. The Banks occupancy and equipment expenses for the period ended
March 31, 2004 were $329,000. Non-interest expense was up from $1,807,000 in
2003. The increase in expense is primarily due to expansion of staff to
sustain the banks growth going forward and the one month of expenses for Trust
Co. Allowance for Credit Losses. The allowance for credit losses is established
through a provision for credit losses charged to expenses. Loans are charged
against the allowance for credit losses when management believes that the
collectability of the principal is unlikely. The allowance is an amount that
management believes will be adequate to absorb losses inherent in existing
loans and commitments to extend credit based on evaluations of the
collectability and prior loan loss experience of loans and commitments to
extend credit. The evaluations take into consideration such factors as changes
in the nature and volume of the loan portfolio, overall portfolio quality,
review of specific problem loans, and current economic conditions that may
affect the borrowers ability to pay. An allowance for loan loss expense of $130,000 was charged to operating
expenses for the three month period ended March 31, 2004. The Bank had no
charge offs during this period and had $1,000 in recoveries. The Bank has a
total of $2,198,000 reserved for future loan losses. Loans on which the accrual of interest has been discontinued are
designated as non-accrual loans. Accrual of interest on loans is discontinued
either when reasonable doubt exists as to the full, timely collection of
interest or when a loan becomes contractually past due by 90 days or more with
respect to interest or principal. When a loan is placed on non-accrual status,
all interest previously accrued but not collected is reversed against current
period interest income unless it is adequately secured. Income on such loans
is then recognized only to the extent that cash is received and the future
collection of principal is probable. Interest accruals are resumed on such
loans only when they are brought fully current with respect to interest and
principal and when in the judgment of management, the loans are estimated to be
fully collectible as to both principal and interest. The bank had one
commercial real estate non-accrual loan for $1,311,000 at March 31, 2004 but,
the loan was current and paying as agreed. Where appropriate, the Bank makes
specific reserves for future losses on non-performing loans. The Bank has no
specific reserves established at March 31, 2004. The bank also had no other real estate owned (OREO) at March 31,2004. Capital Resources. In the normal course of business, the capital position of
the Bank is reviewed by management and regulatory authorities. The Comptroller
of the Currency has specified guidelines for purposes of evaluating a banks
capital adequacy. Currently, banks must maintain a minimum Tier I capital
ratio of capital-to-assets of 5% to be considered well capitalized.
For 1st
National Bank & Trust, Tier I Capital includes only the Banks stockholders
equity. At March 31, 2004, the Banks Tier I Capital leverage ratio was
approximately 8.0%. In 1991, the Comptroller began evaluating banks capital
on a risk basis i.e. more capital will be required for commercial loans than
for residential real estate loan and even less will be required for government
bonds. The Comptroller will require a minimum of an 8% capital ratio under
this risk based method and 10% to be considered well capitalized. Currently
the Bank has a total risk based capital ratio in excess of 11.6 %.




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Liquidity. Management of the Bank continually evaluates its liquidity
position. Management believes that the Banks investment portfolio, when
combined with interest bearing bank balances and Fed Funds sold, provides
adequate liquidity to meet the Banks needs. Management believes that the
banks time deposits are concentrated in instruments that are primarily due to
customer relationships and not to higher-than-market rates and, thus, do not
present any unusual liquidity risk. In addition, the bank has established
borrowing lines with correspondent banks, and with the Federal Home Loan Bank
to cover liquidity needs. Impact of Inflation and Changing Prices. Unlike most industrial companies,
virtually all of the Banks assets and liabilities are monetary in nature. As
a result, interest rates have a more significant impact on the Banks
performance than do the effects of inflation. Interest rates do not
necessarily move in the same direction or with the same magnitude as the prices
of goods and services, since such prices are affected by inflation. In the
current interest rate environment, liquidity and the maturity structure of a
financial institutions assets and liabilities are also critical to the
maintenance of acceptable performance levels.




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Quantitative and Qualitative Disclosure About Market Risk The Bank periodically performs asset/liability analysis to assess the
Banks sensitivity to changing market conditions. The primary function of asset/liability management is to assure adequate
liquidity and maintain an appropriate balance between interest-sensitive
earning assets and interest-bearing liabilities. Liquidity management involves
the ability to meet the cash flow requirements of customers who may be either
depositors wanting to withdraw funds or borrowers needing assurance that
sufficient funds will be available to meet their credit needs. Interest rate
sensitivity management seeks to avoid fluctuating net interest margins and to
enhance consistent growth of net interest income through periods of changing
interest rates. Marketable investment securities, particularly those of shorter
maturities, are a principal source of asset liquidity. Securities maturing or
expected to be called within one year or less amounted to $7,400,000 at March
31, 2004 representing 15% of the investment securities portfolio, with an
additional 30% in the second year. This is due to the Bank making an effort to
shorten its average bond maturity while rates are low. Shortening the maturity
of the portfolio will have the effect of not locking in investment rates while
rates are low. The Bank moderates its liquidity needs by maintaining short term borrowing
lines with several regional banks. At March 31, the Bank had lines of credit
established with other banking institutions exceeding $100,000,000. Brokered deposits are deposit instruments, such as certificates of
deposit, bank investment contracts and certain municipal investment contracts
that are issued through brokers who then offer and/or sell these deposit
instruments to one or more investors. The Bank does not currently purchase or
sell brokered deposits. Maturities of time certificates of deposit and other time deposits of
$100,000 or more,
outstanding at March 31, 2004, are summarized as follows: Time Deposits(thousands of dollars)3 months or less
    
    $
    3,989Over 3 through 12 months
    
    
    8,508Over 12 through 36 months
    
    
    17,723Over 36 months
    
    
    773Total
    
    $
    30,993
 Interest rate sensitivity varies with different types of interest earning
assets and interest-bearing liabilities. Overnight federal funds, on which
rates change daily, and loans, which are tied to the prime rate, differ
considerably from long-term investment securities and fixed-rate loans.
Similarly, time deposits over $100,000 and money market accounts are much more
interest rate sensitive than passbook savings accounts. The shorter term
interest rate sensitivities are key to measuring the interest sensitivity gap,
or excess interest-sensitive earning assets over interest-bearing liabilities. The following table shows the interest sensitivity gaps for four different
time intervals as of December 31, 2003. For the first year, interest-sensitive
assets exceed liabilities by $55,027,000. Over the following two years,
liabilities re-price faster than assets. The excess of interest-bearing
liabilities over interest-earning assets for the one-to-three year period is
primarily related to the longer maturities of CDs and NOW and MMA accounts
that are regarded as much less rate sensitive.




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As of December 31(thousands of dollars)0-90
    
    91-365
    
    1-3
    
    Over 3Days
    
    Days
    
    Years
    
    YearsInterest-sensitive assets
    
    $
    83,201
    
    
    $
    62,357
    
    
    $
    64,702
    
    
    $
    50,704Interest-sensitive liabilities
    
    
    52,215
    
    
    
    38,315
    
    
    
    125,624
    
    
    
    4,983Interest sensitivity gap
    
    
    30,986
    
    
    
    24,042
    
    
    
    (60,922
    )
    
    
    45,721Cumulative gap
    
    $
    30,986
    
    
    $
    55,028
    
    
    ($
    5,894
    )
    
    $
    39,827
 The primary interest sensitive assets and liabilities in the one-year
maturity range are loans and time deposits. Trying to minimize this gap while
maintaining earnings is a continual challenge in a changing interest rate
environment and one of the objectives of the Banks asset/liability management
strategy. Management has adopted a philosophy of balancing assets and
liabilities over a three-year period, which it has accomplished. Management
feels that the rate rewards of being balanced over a three-year period more
than offset the risk of being modestly unbalanced over the short term.




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##### Table of Contents



Part II. Other Information 
 Item 1: Legal Proceedings Against the Bank - None. 
 Item 2: Changes in Securities and Use of Proceeds - None 
 Items 3: Defaults under Senior Securities - None 
 Item 4: Submission of Matters to a vote of Security Holders  None. 
 Item 5: Other Information - None 
 Item 6: Exhibits and Reports on Form 8-K Exhibits  a)
    
    Plan of acquisition, reorganization, arrangement,
liquidation, or succession. - Noneb)
    
    Articles of incorporation and by-laws.  1)
    
    A copy of the Amended and Restated
Articles of Incorporation of the Registrant is included as
Exhibit 3.A to the Registration Statement.2)
    
    A copy of the Bylaws of the Registrant is
included as Exhibit 3.B to the Registration Statement.  c)
    
    Instruments defining the rights of securities
holders, including indentures.Noned)
    
    Published report regarding matters submitted to
vote of security holders.None31.1
    
    CEO Certification pursuant to section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    
    CFO Certification pursuant to section 302 of the
Sarbanes-Oxley Act of 2002.32.1
    
    Certification pursuant to 18 U.S.C. section 1350,
as enacted pursuant to section 906 of the Sarbanes-Oxley Act of
2002.32.2
    
    Certification pursuant to 18 U.S.C. section 1350,
as enacted pursuant to section 906 of the Sarbanes-Oxley Act of
2002




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SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized. FIRST NATIONAL BANCSHARES, INC.(Registrant)Date: May 11, 2004
    
    By
    
    /s/ Glen W. FaussetPresident and Chief Financial Officer