UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20429
                              ______________________

                                    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 No. 0-49691

                                 RIVOLI BANCORP, INC.

                                A Georgia Corporation
                     (IRS Employer Identification No. 58-2631780)

                                  5980 Zebulon Road
                                 Macon, Georgia 31210
                                   (478) 475-5200
                   ________________________________________________

         Securities Registered Pursuant         Securities Registered Pursuant
                 to Section 12(b)                      to Section 12(g)
                of the Securities                     of the Securities
               Exchange Act of 1934:                 Exchange Act of 1934:
                     None                        Common Stock, $1.00 Par Value
________________________________________________________________________________

Indicate by check mark whether the Issuer (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Issuer 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 disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and will not be contained, to the best of
Issuer'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. [  ]

Revenue for the fiscal year ended December 31, 2004: $11,963,944

The aggregate market value of the common stock of the Issuer held by
nonaffiliates of the Issuer (562,528 shares) on March 25, 2005, was
$11,250,560.  As of such date, no organized trading market existed for the
common stock of the Issuer.  The aggregate market value was computed by
reference to recent sales of the common stock of the Issuer, the sales prices
for which were reported by transaction participants to Issuer.  For the
purposes of this response, directors, officers and holders of 5 percent or
more of the Issuer's common stock are considered the affiliates of the Issuer.

The number of shares outstanding of the Issuer's common stock, as of March 21,
2005: 1,015,522 shares of $1.00 par value common stock.

<PAGE>
                        DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Issuer's definitive proxy statement to be delivered to
stockholders in connection with its 2005 Annual Meeting of Stockholders are
incorporated by reference in response to Items 9, 10, 11, 12 and 14 of
this report.

Transitional Small Business Disclosure Format (check one):  Yes      No  X
                                                                        ----

            SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION
                                REFORM ACT OF 1995

Certain statements in this Annual Report on Form 10-KSB contain "forward-
looking statements" within the meaning of the Private Securities Litigation
Reform Act of 1995, which statements generally can be identified by the use of
forward-looking terminology, such as "may," "will," "expect," "estimate,"
"anticipate," "believe," "target," "plan," "project" or "continue" or the
negatives thereof or other variations thereon or similar terminology, and are
made on the basis of management's plans and current analyses of the Company,
its business and the industry as a whole.  These forward-looking statements
are subject to risks and uncertainties, including, but not limited to,
economic conditions, competition, interest rate sensitivity and exposure to
regulatory and legislative changes.  The above factors, in some cases, have
affected, and in the future could affect, the Company's financial performance
and could cause actual results for fiscal 2005 and beyond to differ materially
from those expressed or implied in such forward-looking statements.  The
Company does not undertake to publicly update or revise its forward-looking
statements even if experience or future changes make it clear that any
projected results expressed or implied therein will not be realized.


                                      -2-
<PAGE>
PART I
Item 1
DESCRIPTION OF BUSINESS

GENERAL

Rivoli BanCorp, Inc., a Georgia corporation (the Company), was formed in
February 2001 to act as the holding company for Rivoli Bank & Trust, a Georgia
state-chartered commercial bank (the Bank).  Effective January 1, 2002, the
Bank reorganized into a one-bank holding company structure, becoming a wholly-
owned subsidiary of the Company.  Each outstanding share of common stock of
the Bank was exchanged in the reorganization on a one-for-one basis for the
common stock of the Company, and the former holders of the Bank's common stock
became the holders of all of the outstanding shares of the Company's common
stock.

The Bank is a full service commercial bank, without trust powers, providing an
assortment of banking services to residents and businesses of Bibb County,
Georgia.  The Bank commenced operations in June 1997 from its banking facility
located on Zebulon Road in Macon, Georgia.  In June 1998, the Bank opened a
new banking office in downtown Macon.  The Bank offers a full range of
interest-bearing and noninterest-bearing accounts, including commercial and
retail checking accounts, money market accounts, individual retirement
accounts, regular interest-bearing statement savings accounts, certificates of
deposit, commercial loans, real estate loans, home equity loans and
consumer/installment loans.  In addition, the Bank provides such consumer
services as U.S. Savings Bonds, traveler's checks, cashier's checks, safe
deposit boxes, bank by mail services, direct deposit, automatic teller
services and Internet banking.

The holding company structure was adopted as a mechanism to enhance the Bank's
ability to serve its future customers' requirements for financial services.
The Company provides flexibility for expansion of the banking business through
the acquisition of other financial institutions and provision of additional
banking-related services which the traditional commercial bank may not provide
under present laws.  For example, banking regulations require that the Bank
maintain a minimum ratio of capital to assets.  In the event that the Bank's
growth is such that this minimum ratio is not maintained, the Company may
borrow funds, subject to the capital adequacy guidelines of the Federal
Reserve Board, and contribute them to the capital of the Bank, or raise
capital otherwise in a manner which is unavailable to the Bank under existing
banking regulations.

In November 2004, the Bank purchased 1.615 acres at 1551 Bass Road in north
Macon. Plans include the construction of a 7,250 square foot full-service bank
branch with two drive-through lanes and an ATM. Completion of the project is
expected by first quarter of 2006.  In the third quarter of 2004, the Bank
opened a loan production office in Griffin, Georgia. In January 2005, the Bank
purchased .514 acres in Griffin. Plans included moving the LPO into a modular
unit on the lot after regulatory approval is granted by the State. The Bank
also operates four retail mortgage offices to compete directly with other
mortgage lenders in the middle Georgia area.  The four retail mortgage offices
are located on Houston Lake Road in Warner Robins, Georgia, 101 Courthouse
Square in Butler, Georgia, 160 Bastile Way, in Fayetteville, Georgia, and 1515
Bass Road in north Macon.


                                      -3-
<PAGE>
PART I (CONTINUED)
Item 1 (Continued)

MARKET AREA AND COMPETITION

The Bank is located in Macon, Georgia and its primary market area includes all
of Bibb County, Georgia and all contiguous counties.  Macon serves as the
county seat of Bibb County and is the center of banking in Bibb County.

The Bank's market area includes ten commercial banks with approximately 53
branches. These institutions offer a full range of banking services and
vigorously compete with the Bank for all types of services, especially
deposits.  In addition, the Bank also competes in certain aspects of its
banking business with credit unions, small loan companies, consumer finance
companies, brokerage houses, insurance companies, money market funds and other
financial institutions which have recently been entering traditional banking
markets.  The competition between these types of financial institutions and
commercial banks has increased significantly within the past few years as a
result of federal and state legislation which has, in several respects,
deregulated financial institutions.  The full impact of this legislation and
subsequent laws that may continue to deregulate the financial services
industry further cannot be fully assessed or predicted.


                                      -4-
<PAGE>
PART I (CONTINUED)
Item 1 (Continued)

DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS' EQUITY; INTEREST RATES
AND INTEREST DIFFERENTIAL

The following is a presentation of the average balance sheet of the Bank for
the years ended December 31, 2004, 2003 and 2002.  This presentation includes
all major categories of interest-earning assets and interest-bearing
liabilities:

                                          Year Ended December 31,
                                   ----------------------------------------
                                         2004          2003          2002
                                         ----          ----          ----
AVERAGE CONSOLIDATED ASSETS

Cash and Due from Banks            $  4,475,001  $  4,128,918  $  3,847,766
                                   ------------  ------------  ------------
Interest-Bearing Deposits               692,918     1,240,701       800,624
Investment Securities
  Taxable                            20,114,474    23,063,415    19,948,397
  Nontaxable                          4,810,863     3,371,253     1,441,629
Other Securities                      1,395,537     1,140,522       666,556
Federal Funds Sold                    2,672,664     1,618,380     2,655,258
Loans Held for Sale                   2,505,238       -  -          -  -
Net Loans                           123,240,269   101,347,431    89,352,348
                                   ------------  ------------  ------------
Total Interest-Earning Assets       155,431,963   131,781,702   114,864,812
                                   ------------  ------------  ------------
Other Assets                          6,140,884     5,437,521     5,267,458
                                   ------------  ------------  ------------
Total Assets                       $166,047,848  $141,348,141  $123,980,036
                                   ============  ============  ============

AVERAGE CONSOLIDATED LIABILITIES AND STOCKHOLDERS' EQUITY

Noninterest-Bearing Deposits       $ 26,106,482  $ 21,392,881  $ 18,067,917
NOW and Money Market Deposits        53,074,912    53,454,675    50,793,417
Savings Deposits                      4,459,530     2,418,299     1,430,683
Time Deposits                        44,210,717    31,194,630    32,070,457
Federal Funds Purchased                 709,243       469,085       183,581
Subordinated Debt                     3,093,000     3,093,000       516,912
Other Borrowings                     21,822,416    17,582,192    10,464,591
Other Liabilities                     1,321,356     1,495,894     1,245,575
                                   ------------  ------------  ------------
Total Liabilities                   154,797,656   131,100,656   114,773,133

Stockholders' Equity                 11,250,192    10,247,485     9,206,903
                                   ------------  ------------  ------------
Total Liabilities
 and Stockholders' Equity          $166,047,848  $141,348,141  $123,980,036
                                   ============  ============  ============


                                      -5-
<PAGE>
PART I (CONTINUED)
Item 1 (Continued)

The following is a presentation of an analysis of the net interest earnings of
the Bank for the periods indicated with respect to each major category of
interest-earning asset and each major category of interest-bearing liability:

                                           Year Ended December 31, 2004
                                      -------------------------------------
                                         Average     Interest     Average
                                         Amount     Earned/Paid  Yield/Rate
                                         -------    -----------  ----------
                    ASSETS

Interest-Bearing Deposits             $    692,918   $    1,543    0.22%
Federal Funds Sold                       2,672,664       61,832    2.31
Investment Securities
  Taxable                               20,114,474      847,826    4.22
  Nontaxable (1)                         4,810,863      142,461    4.49
Other Securities                         1,395,537       58,512    4.19
Loans Held for Sale                      2,505,238      155,042    6.19
Net Loans(2)(3)                        123,240,269    7,559,371    6.13
                                      ------------   ----------    ----
     Total Earning Assets             $155,431,963   $8,826,587    5.73%
                                      ============   ==========    ====

                  LIABILITIES

NOW and Money Market Accounts         $ 53,074,912   $  422,180    0.80%
Savings Deposits                         4,459,530       31,102    0.70
Time Deposits                           44,210,717    1,099,266    2.49
Federal Funds Purchased                    709,243       18,448    2.60
Other Borrowings                        21,822,416      828,367    3.80
Subordinated Debt                        3,093,000      149,896    4.85
                                      ------------   ----------    ----
     Total Interest-Bearing
     Liabilities                      $127,369,818   $2,549,259    2.00%
                                      ============   ==========    ====

Net Yield on Earning Assets                                        4.04%
                                                                   ====


                                      -6-
<PAGE>
                                           Year Ended December 31, 2003
                                      -------------------------------------
                                         Average     Interest     Average
                                         Amount     Earned/Paid  Yield/Rate
                                         -------    -----------  ----------
                    ASSETS

Interest-Bearing Deposits             $  1,240,701   $      286    0.02%
Federal Funds Sold                       1,618,380       34,361    2.12
Investment Securities
  Taxable                               23,063,415      994,720    4.31
  Nontaxable (1)                         3,371,253      102,557    4.61
Other Securities                         1,140,522       51,508    4.52
Net Loans(4)(5)                        101,347,431    6,460,827    6.37
                                      ------------   ----------    ----
     Total Earning Assets             $131,781,702   $7,644,259    5.84%
                                      ============   ==========    ====

                  LIABILITIES

NOW and Money Market Accounts         $ 53,454,675   $  238,863    0.45%
Savings Deposits                         2,418,299       11,883    0.49
Time Deposits                           31,194,630    1,087,377    3.49
Federal Funds Purchased                    469,085       11,191    2.39
Other Borrowings                        17,582,192      724,050    4.12
Subordinated Debt                        3,093,000      149,689    4.84
                                      ------------   ----------    ----
     Total Interest-Bearing
     Liabilities                      $108,211,881   $2,223,053    2.05%
                                      ============   ==========    ====

Net Yield on Earning Assets                                        4.11%
                                                                   ====

                                           Year Ended December 31, 2002
                                      -------------------------------------
                                         Average     Interest     Average
                                         Amount     Earned/Paid  Yield/Rate
                                         -------    -----------  ----------
                    Assets
                    ------
Interest-bearing deposits             $    800,624   $    8,348    1.04%
Federal funds sold                       2,655,258       50,611    1.91
Investment securities
  Taxable                               19,948,397    1,120,160    5.62
  Nontaxable (1)                         1,441,629       48,489    5.10
Other securities                           666,556       31,070    4.66
Net loans(6)(7)                         89,352,348    6,365,515    7.12
                                      ------------   ----------    ----
     Total earning assets             $114,864,812   $7,624,193    6.66
                                      ============   ==========    ----

                  Liabilities
                  -----------
NOW and money market deposits         $ 50,793,417   $  709,144    1.40
Savings deposits                         1,430,683       16,123    1.13
Time deposits                           32,070,457    1,264,492    3.94
Federal funds purchased                    183,581        2,869    1.56
Other borrowings                        10,464,591      551,755    5.27
Subordinated debt                          516,912       27,668    5.35
                                      ------------   ----------    ----
     Total interest-bearing
     liabilities                      $ 95,459,641   $2,572,051    2.69
                                      ============   ==========    ----

Net yield on earning assets                                        4.40%
                                                                   ====
___________________

(1) Average yield on nontaxable securities is tax-equivalent.

(2) At December 31, 2004, three loans with an aggregate principal balance of
    $139,427 were on nonaccrual status.

(3) Interest earned on net loans includes $688,627 in loan fees and loan
    service fees.

(4) At December 31, 2003, three loans with an aggregate principal balance of
    $97,369 were on nonaccrual status.

(5) Interest earned on net loans includes $546,501 in loan fees and loan
    service fees.

(6) At December 31, 2002, five loans with an aggregate principal balance of
    $203,755 were on nonaccrual status.

(7) Interest earned on net loans includes $493,166 in loan fees and loan
    service fees.

                                      -7-
<PAGE>
PART I (CONTINUED)
Item 1 (Continued)

RATE/VOLUME ANALYSIS OF NET INTEREST INCOME

The following table reflects the effect on interest income, interest expense
and net interest income of changes in average balances and rates for the years
indicated. The effect of a change in average balance has been determined by
multiplying the average rate in the earlier period by the difference in
average balances between both time periods. The change in interest due to
volume and rate has been allocated in proportion to the relationship to the
absolute dollar amounts of the change in each.

                            2004 COMPARED TO 2003      2003 COMPARED TO 2002
                          ------------------------   ------------------------
                                     Increase (Decrease) Due to (a):
                                              (In Thousands)

                           Volume    Rate    Total     Volume    Rate    Total
                           ------    ----    -----     ------    ----    -----
INTEREST EARNED ON
 Interest-Bearing Deposits $   (1)  $   2   $    1     $  --    $  (8)  $   (8)
 Federal Funds Sold            24       3       27        (22)      6      (16)
 Investment Securities
   Taxable                   (124)    (23)    (147)       134    (259)    (125)
   Nontaxable                  64     (24)      40         89     (35)      54
 Other Securities              11      (4)       7         21      (1)      20
 Loans Held for Sale          155     --       155        --      --       --
 Net Loans                  1,343    (120)   1,223        765    (670)      95
                           ------   -----   ------     ------   -----   ------
Total Interest Income       1,472    (166)   1,306        987    (967)      20
                           ------   -----   ------     ------   -----   ------

INTEREST PAID ON
  NOW and
   Money Market Accounts       (2)    185      183         12    (482)    (470)
  Savings Deposits             10       9       19          5      (9)      (4)
  Time Deposits               454    (442)      12        (31)   (146)    (177)
  Federal Funds Purchased       6       2        8          7       1        8
  Other Borrowings            207    (103)     104        681    (509)     172
  Subordinated Debt           --      --       --         125      (3)     122
                           ------   -----   ------     ------   -----   ------
Total Interest Expense        675    (349)     326        799  (1,148)    (349)
                           ------   -----   ------     ------   -----   ------

Net Interest Income        $  797   $ 183   $  980     $  188   $ 181   $  369
                           ======   =====   ======     ======   =====   ======

(a) The change in interest due to both rate and volume has been allocated to
    the rate component.


                                      -8-
<PAGE>
PART I (CONTINUED)
Item 1 (Continued)

DEPOSITS

The Bank offers a full range of interest-bearing and noninterest-bearing
accounts, including commercial and retail checking accounts, money market
accounts, individual retirement accounts, regular interest-bearing statement
savings accounts and certificates of deposit with fixed and variable rates and
a range of maturity date options.  The sources of deposits are residents,
businesses and employees of businesses within the Bank's market area, obtained
through the personal solicitation of the Bank's officers and directors, direct
mail solicitation and advertisements published in the local media.  The Bank
pays competitive interest rates on time and savings deposits up to the maximum
permitted by law or regulation.  In addition, the Bank has implemented a
service charge fee schedule competitive with other financial institutions in
the Bank's market area, covering such matters as maintenance fees on checking
accounts, per item processing fees on checking accounts, returned check
charges and the like.

The following table presents, for the periods indicated, the average amount of
and average rate paid on each of the following deposit categories:

                          Year Ended         Year Ended         Year Ended
                      December 31, 2004  December 31, 2003  December 31, 2002
                      -----------------  -----------------  -----------------
                      Average  Average   Average  Average    Average  Average
Deposit Category      Amount  Rate Paid  Amount  Rate Paid   Amount  Rate Paid
----------------      ------  ---------   ------  ---------  ------  ---------
                                           (Dollars in thousands)
Noninterest-Bearing
 Demand Deposits      $26,106     N/A    $21,393     N/A    $18,068     N/A
NOW and Money
 Market Deposits       53,075    0.80%    53,455    0.45%    50,793    1.40%
Savings Deposits        4,460    0.70      2,418    0.49      1,431    1.13
Time Deposits          44,211    2.49     31,195    3.49     32,070    3.94

The following table indicates amounts outstanding of time certificates of
deposit of $100,000 or more and respective maturities at December 31:

               Maturity                         2004              2003
               --------                         ----              ----
           3 Months or Less                 $ 7,570,209       $ 2,287,695
           3-6 Months                         6,987,598         2,563,508
           6-12 Months.                      11,939,495         4,380,187
           Over 12 Months                     8,056,775         7,096,698
                                            -----------       -----------
                                            $34,554,077       $16,328,088
                                            ===========       ===========


                                      -9-
<PAGE>
PART I (CONTINUED)
Item 1 (Continued)

LOAN PORTFOLIO

The Bank engages in a full complement of lending activities, including
commercial/industrial, consumer and real estate loans.  As of December 31,
2004, the Bank had a secured legal lending limit of up to $2.9 million to any
one person.

While risk of loss in the Bank's loan portfolio is primarily tied to the
credit quality of its borrowers, risk of loss may also increase due to factors
beyond the Bank's control, such as local, regional and/or national economic
downturns.  General conditions in the real estate market may also impact the
relative risk in the Bank's real estate portfolio.  Of the Bank's target areas
of lending activities, commercial loans are generally considered to have
greater risk than real estate loans or consumer installment loans.

The Bank participates with other banks in the origination of loans which
exceed the Bank's lending limits.  Management does not believe that loan
participations necessarily pose any greater risk of loss than loans which the
Bank originates.

The following is a description of each of the major categories of loans in the
Bank's loan portfolio:

COMMERCIAL, FINANCIAL AND AGRICULTURAL LOANS

Commercial lending is directed principally toward businesses whose demands for
funds fall within the Bank's legal lending limits and which are potential
deposit customers of the Bank.  This category of loans includes loans made to
individual, partnership or corporate borrowers, and obtained for a variety of
business purposes.  Particular emphasis is placed on loans to small and
medium-sized businesses.  The primary repayment risk for commercial loans is
the failure of the business due to economic or financial factors. Although the
Bank typically looks to a commercial borrower's cash flow as the principal
source of repayment for such loans, many commercial loans are secured by
inventory, equipment, accounts receivable and other assets.

CONSUMER LOANS

The Bank's consumer loans consist primarily of installment loans to
individuals for personal, family and household purposes, including automobile
loans to individuals and pre-approved lines of credit.  This category of loans
also includes lines of credit and term loans secured by second mortgages on
the residences of borrowers for a variety of purposes including home
improvements, education and other personal expenditures.  In evaluating these
loans, management reviews the borrower's level and stability of income and
past credit history and the impact of these factors on the ability of the
borrower to repay the loan in a timely manner.  In addition, the Bank
maintains a proper margin between the loan amount and collateral value.


                                      -10-
<PAGE>
PART I (CONTINUED)
Item 1 (Continued)

REAL ESTATE LOANS

The Bank's real estate loans consist of residential first and second mortgage
loans, residential construction loans and commercial real estate loans to a
limited degree.  These loans are made consistent with the Bank's appraisal
policy and real estate lending policy which detail maximum loan-to-value
ratios and maturities. These loan-to-value ratios are sufficient to compensate
for fluctuations in the real estate market to minimize the risk of loss to the
Bank.


                                      -11-
<PAGE>
The following table presents various categories of loans contained in the
Bank's loan portfolio at December 31:

                                            As of December 31,
                           ------------------------------------------------
   Type of Loan               2004      2003      2002      2001      2000
   ------------               ----      ----      ----      ----      ----
                                              (In thousands)
Commercial, financial
 and agricultural          $ 68,598  $ 59,134  $ 52,628  $ 39,818  $ 40,029
Real Estate - construction   20,688    13,815    15,382    15,387    10,819
Real Estate - mortgage       30,236    19,043    15,330    22,238    15,395
Installment and other
 loans to individuals        21,981    19,189    15,779     8,522     7,688
Other                         1,003       266       119     - -       - -
                            -------   -------   -------   -------   -------
Subtotal                    142,506   111,447    99,238    85,965    73,931
Less:  Unearned income          (10)    - -       - -       - -       - -
Less:  Allowance
       for possible
       loan losses           (1,660)   (1,595)   (1,507)   (1,305)     (971)
                            -------   -------   -------   -------   -------
Total (net of allowances)  $140,836  $109,852  $ 97,731  $ 84,660  $ 72,960
                            =======   =======   =======   =======   =======

     The following is a presentation of an analysis of maturities of
loans as of December 31, 2004:

                                            Due After
                                Due in 1      1 to      Due After
Type of Loan                  Year or Less   5 Years     5 Years      Total
------------                  ------------   -------     -------      -----
                                                (In thousands)
Commercial, Financial
 And Agricultural                $30,620     $34,676     $ 3,301     $68,597
Real Estate-Construction           9,235      10,458         996      20,689
                                 -------     -------     -------     -------
   Total                         $39,855     $45,134     $ 4,297     $89,286
                                 =======     =======     =======     =======


                                      -12-
<PAGE>
PART I (CONTINUED)
Item 1 (Continued)

For the aforementioned loans, the following is a presentation of an analysis
of sensitivities to changes in interest rates as of December 31, 2004:

                                            Due After
                                Due in 1      1 to      Due After
Interest Category             Year or Less   5 Years     5 Years      Total
-----------------             ------------   -------     -------      -----
                                                (In thousands)
Predetermined Interest Rate      $ 3,380     $22,515     $ 5,036     $30,931
Floating Interest Rate            58,355        --          --        58,355
                                 -------     -------     -------     -------
                                 $61,735     $22,515     $ 5,036     $89,286
                                 =======     =======     =======     =======

As of December 31, 2004 and 2003, loans with principal balances of $139,427
and $97,369 respectively, were on nonaccrual status. At December 31, 2004 and
2003, loans with principal balances of $19,907 and $13,000 respectively, were
contractually past due 90 days or more as to principal and interest payments
and still accruing interest.  No loans at December 31, 2004 or 2003 met the
definition of "troubled-debt restructurings."  The Bank considers impaired
loans to include all restructured loans, loans on which the accrual of
interest has been discontinued and all other loans which are performing
according to the loan agreement, but may have substantive indications of
potential credit weakness.  The Bank's recorded investment in impaired loans
totaled $2,815,427 and $1,629,557 at December 31, 2004, and 2003,
respectively.  These loans had related allowances for loan losses of $445,764
and $249,050 at December 31, 2004 and 2003.

As of December 31, 2004 and 2003, there were no loans not disclosed above that
were classified for regulatory purposes as doubtful, substandard or special
mention which (i) represent or result from trends or uncertainties which
management reasonably expects will materially impact future operating results,
liquidity, or capital resources; or (ii) represent material credits about
which management is aware of any information which causes management to have
serious doubts as to the ability of such borrowers to comply with the loan
repayment terms.  There are no loans not disclosed above where known
information about possible credit problems of borrowers causes management to
have serious doubts as to the ability of such borrowers to comply with the
present loan repayment terms.

Accrual of interest is discontinued on a loan when management determines upon
consideration of economic and business factors affecting collection efforts
that collection of interest is doubtful.  Average nonaccruing loans totaled
$335,981 and $150,562 during 2004 and 2003 respectively.


                                      -13-
<PAGE>
PART I (CONTINUED)
Item 1 (Continued)

SUMMARY OF LOAN LOSS EXPERIENCE

An analysis of the Bank's loss experience is furnished in the following table
for the periods indicated, as well as a breakdown of the allowance for
possible loan losses:

                                          Year Ended December 31,
                                 ------------------------------------------
                                  2004     2003     2002     2001     2000
                                  ----     ----     ----     ----     ----
                                             (Dollars in thousands)
Balance at beginning of period   $1,595   $1,507   $1,305   $  970   $  692
Charge-offs:
   Installments and
    other loans to individuals     (260)     (41)     (22)     (21)     (29)
   Commercial loans                (199)     (15)    (172)     (65)     (64)
   Real estate - mortgage          (177)    (130)     --       --       --
   Real estate - construction       --       --       --       --       --
                                  -----    -----    -----    -----    -----
                                   (636)    (186)    (194)     (86)     (93)
                                  -----    -----    -----    -----    -----
Recoveries:
   Installments and
    other loans to individuals       53      --        22       12        4
   Commercial loans                   1      --        10       24        3
   Real estate - mortgage            17       13      --       --       --
   Real estate - construction       --       --       --       --       --
   Lease financing                  --       --       --       --       --
                                  -----    -----    -----    -----    -----
                                     71       13       32       36        7
                                  -----    -----    -----    -----    -----

Net charge-offs                    (565)    (173)    (162)     (50)     (86)
Additions charged to operations     630      261      364      385      365
                                  -----    -----    -----    -----    -----
Balance at end of period         $1,660   $1,595   $1,507   $1,305   $  971
                                  =====    =====    =====    =====    =====

  Ratio of net charge-offs during
   the period to average loans
   outstanding during the period   .45%     .17%     .18%     .06%     .16%
                                   ====     ====     ====     ====     ====


                                      -14-
<PAGE>
Part I (Continued)
Item 1 (Continued)

     At December 31, of each of the last five years the allowance was allocated
as follows:

<TABLE>
<CAPTION>
                                                                  At December 31,
                            --------------------------------------------------------------------------------------------
                                 2004               2003              2002                2001               2000
                            ----------------   ----------------   ----------------   ----------------   ----------------
                                    Percent            Percent            Percent            Percent            Percent
                                    of loans           of loans           of loans           of loans           of loans
                                    in each            in each            in each            in each            in each
                                    category           category           category           category           category
                                    to total           to total           to total           to total           to total
                            Amount   loans     Amount   loans     Amount   loans     Amount   loans     Amount   loans
                            ------  --------   ------  --------   ------  --------   ------  --------   ------  --------
                                                (Dollars in thousands)
<S>                         <C>      <C>       <C>      <C>       <C>      <C>       <C>      <C>       <C>      <C>
Commercial, Financial
 and Agricultural           $  799    48.1%    $  846    53.1%    $  799    53.0%    $  610    46.3%    $  563    54.1%
Real Estate - Construction     241    14.5%       198    12.4%       233    15.5%       310    17.9%       157    14.6%
Real Estate - Mortgage         352    21.3%       272    17.1%       233    15.5%       190    25.9%       125    20.8%
Installment and Other
 Loans to Individuals          256    15.4%       275    17.2%       240    15.9%       155     9.9%       121    10.5%
Unallocated                     12     0.7%         4     0.2%         2      .1%        40     N/A          5     N/A
                             -----   -----      -----   -----      -----   -----      -----   -----      -----   -----
Total                       $1,660   100.0%    $1,595   100.0%    $1,507   100.0%    $1,305   100.0%    $  971   100.0%
                             =====   =====      =====   =====      =====   =====      =====   =====      =====   =====
</TABLE>

LOAN LOSS RESERVE

As of December 31, 2004, commercial loans, including commercial real estate
loans and agricultural loans, constituted 48.1 percent of outstanding loans.
Commercial loans are generally considered by management as having greater risk
than other categories of loans in the Bank's loan portfolio. However, 96
percent of these commercial loans at December 31, 2004 were made on a secured
basis. Management believes that the secured condition of the preponderant
portion of its commercial loan portfolio greatly reduces any risk of loss
inherently present in commercial loans.

Real estate mortgages and construction loans constituted 35.8 percent of
outstanding loans at December 31, 2004. All loans in this category represent
real estate mortgages, commercial mortgages, or construction loans where the
amount if the original loan does not generally exceed 85 percent of the
appraised value of the collateral. These loans are considered by management to
be well secured with a low risk of loss.

The Bank's consumer loan portfolio, which constituted 15.4 percent of
outstanding loans at December 31, 2004, is also well secured.  At December 31,
2004, the majority of the Bank's consumer loans were secured by collateral
primarily consisting of automobiles, boats and other personal property.
Management believes that these loans involve less risk than commercial loans.


                                      -15-
<PAGE>
PART I (CONTINUED)
Item 1 (Continued)

A review of the loan portfolio by an independent firm is conducted quarterly.
The purpose of these reviews is to assess the risk in the loan portfolio and
to determine the adequacy of the allowance for loan losses.  The review
includes analyses of historical performance, the level of nonconforming and
rated loans, loan volume and activity, review of loan files and consideration
of economic conditions and other pertinent information.  Upon completion, the
report will be approved by the Bank's board and management.  In addition to
the above independent reviews, the Bank's primary regulators, the Georgia
Banking Department and the FDIC, conduct periodic examinations of the loan
portfolio.  Upon completion, the regulatory agencies present their report of
findings to the board and management of the Bank.  Information provided from
the above independent sources, together with information provided by the
management of the Bank and other information known to members of the board, is
utilized by the board to monitor, on a quarterly basis, the loan portfolio.
Specifically, the board attempts to identify risks inherent in the loan
portfolio (e.g., problem loans, potential problem loans and loans to be
charged off), assess the overall quality and collectibility of the loan
portfolio, and determine amounts of the allowance for loan losses and the
provision for loan losses to be reported based on the results of their review.

INVESTMENTS

As of December 31, 2004, investment securities comprised approximately 11.2
percent of the Bank's assets. The Bank invests primarily in direct obligations
of the United States, obligations guaranteed as to principal and interest by
the United States, obligations of agencies of the United States and
obligations issued by counties and municipalities.  In addition, the Bank
enters into federal funds transactions with its principal correspondent banks
and acts as a net seller of such funds.  The sale of federal funds amounts to
a short-term loan from the Bank to another bank.

The following table presents, at the dates indicated, the carrying value of
the Bank's investments.  All securities held at December 31, 2004, 2003 and
2002 were categorized as available for sale.

     Investments Available for Sale:      2004          2003          2002
     ------------------------------       ----          ----          ----
     Obligations of U.S. Agencies     $ 5,760,600   $10,810,324   $ 9,096,565
     Mortgage pools                    12,302,059    14,154,447    10,694,614
     Municipal Securities               4,885,230     4,709,141     1,768,246
     Corporate Bonds                      500,000       500,000        -  -
                                      -----------   -----------   -----------
                                      $23,447,889   $30,173,912   $21,559,425
                                      ===========   ===========   ===========


                                      -16-
<PAGE>
PART I (CONTINUED)
Item 1 (Continued)

RETURN ON EQUITY AND ASSETS

Returns on average assets and average equity for the periods indicated are as
follows:

                                                             Weighted
                                                             Average
                                                Amount       Yield (1)
                                                ------       ---------
                                               (Dollars in thousands)
Investments Available for Sale
------------------------------
OBLIGATIONS OF U.S. AGENCIES
  Within 1 Year                               $ 4,268          5.05%
  1 to 5 Years                                  1,493          3.92
                                              -------          ----
                                                5,761          4.76
                                              -------          ----

MORTGAGE POOLS
  1 to 5 Years                                  1,133          3.11
  5 to 10 Years                                 3,102          3.36
  More than 10 Years                            8,068          4.40
                                              -------          ----
                                               12,303          4.02
                                              -------          ----

MUNICIPAL SECURITIES(1)
  1 to 5 Years                                    926          4.30
  5 to 10 Years                                 2,137          3.61
  More than 10 Years                            1,820          5.59
                                              -------          ----
                                                4,883          4.48
                                              -------          ----

CORPORATE BONDS
  5 to 10 Years                                   500          6.25
                                              -------          ----

TOTAL SECURITIES
  Within 1 Year                                 6,327          4.59
  1 to 5 Years                                  3,630          3.74
  5 to 10 Years                                 5,422          4.37
  More than 10 Years                            8,068          4.40
                                              -------          ----
                                              $23,447          4.34%
                                              =======          ====
______________________________

(1)  The average yield on municipal securities is tax-equivalent.


                                      -17-
<PAGE>
RETURN ON EQUITY AND ASSETS

Returns on average assets and average equity for the periods indicated are
as follows:

                                              Year Ended December 31,
                                        ---------------------------------
                                         2004   2003   2002   2001   2000
                                         ----   ----   ----   ----   ----
Return on Average Assets                 .91%   1.0%   .90%   .70%   .42%
Return on Average Equity                 13.4   13.7   12.5   10.0    4.7
Average Equity to Average Assets Ratio    6.8    7.3    7.4    7.0    8.9
Dividend Payout Ratio                     --     --     --     --     --

ASSETS AND LIABILITY MANAGEMENT

It is the objective of the Bank to manage assets and liabilities to provide a
satisfactory, consistent level of profitability within the framework of
established cash, loan investment, borrowing and capital policies.  An assets
and liabilities management committee of the board is responsible for
monitoring policies and procedures that are designed to ensure acceptable
composition of the asset/liability mix, stability and leverage of all sources
of funds while adhering to prudent banking practices.  It is the overall
philosophy of management to support asset growth primarily through growth of
core deposits, which include deposits of all categories made by individuals
and businesses.  Management seeks to invest the largest portion of the Bank's
assets in commercial, consumer and real estate loans.

The Bank's asset/liability mix is monitored on a daily basis with a monthly
report reflecting interest-sensitive assets and interest-sensitive liabilities
being prepared and presented to the Bank's board of directors.  The objective
of this policy is to control interest-sensitive assets and liabilities so as
to minimize the impact of substantial movements in interest rates on the
Bank's earnings.  As of December 31, 2004, federal funds and investment
securities comprised approximately 20.5 percent of the Bank's assets.  Net
loans comprised approximately 67.5 percent and loans held for sale
approximately 3.0 percent of the Bank's total assets.

EMPLOYEES

As of March 25, 2005, the Bank had 83 full-time employees.  The Bank plans to
hire additional persons as needed, including additional tellers and financial
service representatives.  All employees of the Company are also employees of
the Bank and receive all compensation from the Bank.

CORRESPONDENT BANKING

Correspondent banking involves the provision of services by one bank to
another bank which cannot provide that service for itself from an economic or
practical standpoint.  The Bank purchases correspondent services offered by
larger banks, including check collections, purchase of federal funds, security
safekeeping, investment services, coin and currency supplies, over line and
liquidity loan participations and sales of loans to or participations with
correspondent banks.


                                      -18-
<PAGE>
PART I (CONTINUED)
Item 1 (Continued)

The Bank sells loan participations to correspondent banks with respect to
loans which exceed the Bank's lending limit.  At December 31, 2004, the Bank
had $5,312,560 in outstanding participations sold to other financial
institutions.  Management of the Bank has established correspondent
relationships with the Bankers Bank, Atlanta, Georgia; Compass Bank,
Birmingham, Alabama; and Nexity Bank, Birmingham, Alabama.  As compensation
for services provided by a correspondent, the Bank maintains certain balances
with such correspondent in noninterest-bearing accounts.

MONETARY POLICIES

The results of operations of the Bank are affected by credit policies of
monetary authorities, particularly the Board of Governors of the Federal
Reserve System (the Federal Reserve).  The instruments of monetary policy
employed by the Federal Reserve include open market operations in U.S.
government securities, changes in the discount rate on member bank borrowings,
changes in reserve requirements against member bank deposits and limitations
on interest rates which member banks may pay on time and savings deposits. In
view of changing conditions in the national economy and in the money markets,
as well as the effect of action by monetary and fiscal authorities, including
the Federal Reserve, no prediction can be made as to possible future changes
in interest rates, deposit levels, loan demand or the business and earnings of
the Bank or the Company.

DATA PROCESSING

The Bank has entered into a data processing servicing agreement with Jack
Henry & Associates, Inc. pursuant to which the Bank receives a full range of
data processing services, including an automated general ledger, deposit
accounting, commercial, real estate and installment lending data processing,
central information file and ATM processing.

SUPERVISION AND REGULATION

The following discussion sets forth some of the material elements of the
regulatory framework applicable to bank holding companies and their
subsidiaries and provides some specific information relative to the Company.
The regulatory framework is intended primarily for the protection of
depositors and the Bank Insurance Fund and not for the protection of security
holders and creditors.  To the extent that the following information describes
statutory and regulatory provisions, it is qualified in its entirety by
reference to the particular statutory and regulatory provisions.


                                      -19-
<PAGE>
Part I (Continued)
Item 1 (Continued)

THE COMPANY

General

As a bank holding company, the Company is regulated under the Bank Holding
Company Act of 1956 (the "BHC Act"), as well as other federal and state laws
governing the banking business.  The Federal Reserve Board is the primary
regulator of the Company, and supervises the Company's activities on a
continual basis.  The Bank is also subject to regulation and supervision by
various regulatory authorities, including the Federal Reserve Board, the
Georgia Department of Banking and Finance and the Federal Deposit Insurance
Corporation (the "FDIC").

Bank Holding Company Regulation

In general, the BHC Act limits bank holding company business to owning or
controlling banks and engaging in other banking-related activities.  Bank
holding companies must obtain the Federal Reserve Board's approval before
they:

     *  acquire direct or indirect ownership or control of any voting shares
        of any bank that results in total ownership or control,  directly or
        indirectly, of more than 5 percent of the voting shares of such bank;
     *  merge or consolidate with another bank holding company; or
     *  acquire substantially all of the assets of any additional banks.

Subject to certain state laws, a bank holding company that is adequately
capitalized and adequately managed may acquire the assets of both in-state and
out-of-state banks.  With certain exceptions, the BHC Act prohibits bank
holding companies from acquiring direct or indirect ownership or control of
voting shares in any company that is not a bank or a bank holding company
unless the Federal Reserve Board determines such activities are incidental or
closely related to the business of banking.

The Change in Bank Control Act of 1978 requires a person (or group of persons
acting in concert) acquiring "control" of a bank holding company to provide
the Federal Reserve Board with 60 days' prior written notice of the proposed
acquisition.  Following receipt of this notice, the Federal Reserve Board has
60 days (or up to 90 days if extended) within which to issue a notice
disapproving the proposed acquisition.  In addition, any "company" must obtain
the Federal Reserve Board's approval before acquiring 25% (5% if the "company"
is a bank holding company) or more of the outstanding shares or otherwise
obtaining control over the Company.


                                      -20-
<PAGE>
PART I (CONTINUED)
Item 1 (Continued)

Financial Services Modernization

The Gramm-Leach-Bliley Financial Modernization Act of 1999 (the "Modernization
Act"), enacted on November 12, 1999, amended the BHC Act and,

     *  allows bank holding companies that qualify as "financial holding
        companies" to engage in a substantially broader range of non-banking
        activities than was permissible under prior law;
     *  allows insurers and other financial services companies to acquire
        banks;
     *  allows national banks, and some state banks, either directly or
        through operating subsidiaries, to engage in certain non-banking
        financial activities;
     *  removes various restrictions that applied to bank holding company
        ownership of securities firms and mutual fund advisory companies; and
     *  establishes the overall regulatory structure applicable to bank
        holding companies that also engage in insurance and securities
        operations.

If the Company, which has not obtained qualification as a "financial holding
company," were to do so in the future, the Company would be eligible to engage
in, or acquire companies engaged in, the broader range of activities that are
permitted by the Modernization Act, provided that if any of the Company's
banking subsidiaries were to cease to be "well capitalized" or "well managed"
under applicable regulatory standards, the Federal Reserve Board could, among
other things, place limitations on the Company's ability to conduct these
broader financial activities or, if the deficiencies persisted, require the
Company to divest the banking subsidiary.  In addition, if the Company were to
be qualified as a financial holding company and any of its banking
subsidiaries were to receive a rating of less than satisfactory under the
Community Reinvestment Act of 1977 (the "CRA"), the Company would be
prohibited from engaging in any additional activities other than those
permissible for bank holding companies that are not financial holding
companies.  The broader range of activities that financial holding companies
are eligible to engage in includes those that are determined to be "financial
in nature", including insurance underwriting, securities underwriting and
dealing, and making merchant banking investments in commercial and financial
companies.

Transactions With Affiliates

The Company and the Bank are deemed to be affiliates within the meaning of the
Federal Reserve Act, and transactions between affiliates are subject to
certain restrictions.  Generally, the Federal Reserve Act limits the extent to
which a financial institution or its subsidiaries may engage in "covered
transactions" with an affiliate.  It also requires all transactions with an
affiliate, whether or not "covered transactions," to be on terms substantially
the same, or at least as favorable to the institution or subsidiary, as those
provided to a non-affiliate. The term "covered transaction" includes the
making of loans, purchase of assets, issuance of a guarantee and other similar
types of transactions.


                                      -21-
<PAGE>
PART I (CONTINUED)
Item 1 (Continued)

Tie-In Arrangements

The Company and the Bank cannot engage in certain tie-in arrangements in
connection with any extension of credit, sale or lease of property or
furnishing of services.  For example, with certain exceptions, neither the
Company nor the Bank may condition an extension of credit on either a
requirement that the customer obtain additional services provided by either
the Company or the Bank, or an agreement by the customer to refrain from
obtaining other services from a competitor.  The Federal Reserve Board has
adopted exceptions to its anti-tying rules that allow banks greater
flexibility to package products with their affiliates.  These exceptions were
designed to enhance competition in banking and non-banking products and to
allow banks and their affiliates to provide more efficient, lower cost service
to their customers.

Source Of Strength

Under Federal Reserve Board policy, the Company is expected to act as a source
of financial strength to the Bank and to commit resources to support the Bank.
This support may be required at times when, absent that Federal Reserve Board
policy, the Company may not find itself able to provide it.  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
banks.  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.

Subsidiary Dividends

The Company is a legal entity separate and distinct from the Bank.  A major
portion of the Company's revenues results from amounts paid as dividends to
the Company by the Bank.  The Georgia Department of Banking and Finance's
approval must be obtained before the Bank may pay cash dividends out of
retained earnings if (i) the total classified assets at the most recent
examination of the Bank exceeded 80 percent of the equity capital, (ii) the
aggregate amount of dividends declared or anticipated to be declared in the
calendar year exceeds 50 percent of the net profits, after taxes but before
dividends for the previous calendar year, or (iii) the ratio of equity capital
to adjusted assets is less than 6 percent.

In addition, the Company and the Bank are subject to various general
regulatory policies and requirements relating to the payment of dividends,
including requirements to maintain adequate capital above regulatory minimums.
The appropriate federal regulatory authority is authorized to determine under
certain circumstances relating to the financial condition of a bank or bank
holding company that the payment of dividends would be an unsafe or unsound
practice and to prohibit payment thereof.  The appropriate federal regulatory
authorities have indicated that paying dividends that deplete a bank's capital
base to an inadequate level would be an unsound and unsafe banking practice
and that banking organizations should generally pay dividends only out of
current operating earnings.

State Law Restrictions

As a Georgia business corporation, the Company may be subject to certain
limitations and restrictions under applicable Georgia corporate law.


                                      -22-
<PAGE>
PART I (CONTINUED)
Item 1 (Continued)

THE BANK

General

The Bank, as a Georgia state-chartered bank, is subject to regulation and
examination by the State of Georgia Department of Banking and Finance, as well
as the FDIC.  Georgia state laws regulate, among other things, the scope of
the Bank's business, its investments, its payment of dividends to the Company,
its required legal reserves and the nature, lending limit, maximum interest
charged and amount of and collateral for loans.  The laws and regulations
governing the Bank generally have been promulgated by Georgia to protect
depositors and not to protect shareholders of the Company or the Bank.

Community Reinvestment Act

The Community Reinvestment Act requires that, in connection with examinations
of financial institutions within their jurisdiction, the FDIC evaluate the
record of the financial institutions in meeting the credit needs of their
local communities, including low and moderate income neighborhoods, consistent
with the safe and sound operation of those banks.  These factors are also
considered in evaluating mergers, acquisitions, and applications to open a
branch or facility.

Insider Credit Transactions

Banks are also subject to certain restrictions imposed by the Federal Reserve
Act on extensions of credit to executive officers, directors, principal
shareholders, or any related interests of such persons.  Extensions of credit
must be made on substantially the same terms, including interest rates and
collateral, and follow credit underwriting procedures that are not less
stringent than those prevailing at the time for comparable transactions with
persons not covered above and who are not employees.  Also, such extensions of
credit must not involve more than the normal risk of repayment or present
other unfavorable features.

Federal Deposit Insurance Corporation Improvement Act

Under the Federal Deposit Insurance Corporation Improvement Act of 1991 (the
"FDICIA"), each federal banking agency has prescribed, by regulation,
noncapital safety and soundness standards for institutions under its
authority. These standards cover internal controls, information systems, and
internal audit systems, loan documentation, credit underwriting, interest rate
exposure, asset growth, compensation, fees and benefits, such other
operational and managerial standards as the agency determines to be
appropriate, and standards for asset quality, earnings and stock valuation.


                                      -23-
<PAGE>
PART I (CONTINUED)
Item 1 (Continued)

Interstate Banking And Branching

The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the
"IBBEA") permits nationwide interstate banking and branching under certain
circumstances.  This legislation generally authorizes interstate branching and
relaxes federal law restrictions on interstate banking.  Currently, bank
holding companies may purchase banks in any state, and states may not prohibit
such purchases.  Additionally, banks are permitted to merge with banks in
other states as long as the home state of neither merging bank has "opted
out."  The IBBEA requires regulators to consult with community organizations
before permitting an interstate institution to close a branch in a low-income
area.  The IBBEA also prohibits the interstate acquisition of a bank if, as a
result, the bank holding company would control more than ten percent of the
total United States insured depository deposits or more than thirty percent,
or the applicable state law limit, of deposits in the acquired bank's state.
Under recent FDIC regulations, banks are prohibited from using their
interstate branches primarily for deposit production.  The FDIC has
accordingly implemented a loan-to-deposit ratio screen to ensure compliance
with this prohibition.

Georgia has "opted in" to the IBBEA and allows in-state banks to merge with
out-of-state banks subject to certain requirements.  Georgia law generally
authorizes the acquisition of an in-state bank by an out-of-state bank by
merger with a Georgia financial institution that has been in existence for at
least 3 years prior to the acquisition.  With regard to interstate bank
branching, out-of-state banks that do not already operate a branch in Georgia
may not establish de novo branches in Georgia.

Deposit Insurance

The deposits of the Bank are currently insured to a maximum of $100,000 per
depositor through a fund administered by the FDIC.  All insured banks are
required to pay semi-annual deposit insurance premium assessments to the FDIC.

CAPITAL ADEQUACY

Federal bank regulatory agencies use capital adequacy guidelines in the
examination and regulation of bank holding companies and banks.  If capital
falls below minimum guideline levels, the holding company or bank may be
denied approval to acquire or establish additional banks or nonbank businesses
or to open new facilities.

The FDIC and Federal Reserve Board use risk-based capital guidelines for banks
and bank holding companies.  These are designed to make such capital
requirements more sensitive to differences in risk profiles among banks and
bank holding companies, to account for off-balance sheet exposure and to
minimize disincentives for holding liquid assets.  Assets and off-balance
sheet items are assigned to broad risk categories, each with appropriate
weights.  The resulting capital ratios represent capital as a percentage of
total risk-weighted assets and off-balance sheet items.  The guidelines are
minimums, and the Federal Reserve Board has noted that bank holding companies
contemplating significant expansion programs should not allow expansion to
diminish their capital ratios and should maintain ratios well in excess of the
minimum.  The current guidelines require all bank holding companies and
federally-regulated banks to maintain a minimum risk-based total capital ratio
equal to 8%, of which at least 4% must be Tier 1 capital.  Tier 1 capital for
bank holding companies includes common shareholders' equity, certain
qualifying perpetual preferred stock and minority interests in equity accounts
of consolidated subsidiaries, less intangibles except as described above.


                                      -24-
<PAGE>
PART I (CONTINUED)
Item 1 (Continued)


The FDIC and Federal Reserve Board also employ a leverage ratio, which is Tier
1 capital as a percentage of total assets less intangibles, to be used as a
supplement to risk-based guidelines. The principal objective of the leverage
ratio is to constrain the maximum degree to which a bank holding company or
bank may leverage its equity capital base.  A minimum leverage ratio of 3
percent is required for the most highly rated bank holding companies and banks.
Other bank holding companies, banks and bank holding companies seeking to
expand, however, are required to maintain minimum leverage ratios of at least
4 percent to 5 percent.

The FDICIA created a statutory framework of supervisory actions indexed to the
capital level of the individual institution.  Under regulations adopted by the
FDIC and the Federal Reserve Board, an institution is assigned to one of five
capital categories depending on its total risk-based capital ratio, Tier 1
risk-based capital ratio, and leverage ratio, together with certain subjective
factors.  Institutions which are deemed to be "undercapitalized" depending on
the category to which they are assigned are subject to certain mandatory
supervisory corrective actions.

OTHER LAWS AND REGULATIONS

International Money Laundering Abatement and Anti-Terrorist Financing Act of
2001

On October 26, 2001, the USA PATRIOT Act was enacted.  It includes the
International Money Laundering Abatement and Anti-Terrorist Financing Act of
2001 (the "IMLAFA") and strong measures to prevent, detect and prosecute
terrorism and international money laundering.  As required by the IMLAFA, the
federal banking agencies, in cooperation with the U.S. Treasury Department,
established rules that generally apply to insured depository institutions and
U.S. branches and agencies of foreign banks.

Among other things, the new rules require that financial institutions
implement reasonable procedures to (1) verify the identity of any person
opening an account; (2) maintain records of the information used to verify the
person's identity; and (3) determine whether the person appears on any list of
known or suspected terrorists or terrorist organizations.  The rules also
prohibit banks from establishing correspondent accounts with foreign shell
banks with no physical presence and encourage cooperation among financial
institutions, their regulators and law enforcement to share information
regarding individuals, entities and organizations engaged in terrorist acts or
money laundering activities.   The rules also limit a financial institution's
liability for submitting a report of suspicious activity and for voluntarily
disclosing a possible violation of law to law enforcement.

Sarbanes-Oxley Act of 2002

The Sarbanes-Oxley Act of 2002 (the "SOA") was enacted to address corporate
and accounting fraud.  It established a new accounting oversight board that
enforces auditing standards and restricts the scope of services that
accounting firms may provide to their public company audit clients.  Among
other things, it also (i) requires chief executive officers and chief
financial officers to certify to the accuracy of periodic reports filed with
the Securities and Exchange Commission (the "SEC"); (ii) imposes new
disclosure requirements regarding internal controls, off-balance-sheet
transactions, and pro forma (non-GAAP) disclosures; (iii) accelerates the time
frame for reporting of insider transactions and periodic disclosures by
certain public companies; and (iv) requires companies to disclose whether or
not they have adopted a code of ethics for senior financial officers and
whether the audit committee includes at least one "audit committee financial
expert."


                                      -25-
<PAGE>
PART I (CONTINUED)
Item 1 (Continued)


The SOA requires the SEC, based on certain enumerated factors, to regularly
and systematically review corporate filings.  To deter wrongdoing, it (i)
subjects bonuses issued to top executives to disgorgement if a restatement of
a company's financial statements was due to corporate misconduct; (ii)
prohibits an officer or director from misleading or coercing an auditor; (iii)
prohibits insider trades during pension fund "blackout periods"; (iv) imposes
new criminal penalties for fraud and other wrongful acts; and (v) extends the
period during which certain securities fraud lawsuits can be brought against a
company or its officers.

Privacy

Under the Modernization Act, federal banking regulators adopted rules limiting
the ability of banks and other financial institutions to disclose nonpublic
information about consumers to nonaffiliated third parties.  The rules require
disclosure of privacy policies to consumers and, in some circumstances, allow
consumers to prevent disclosure of certain personal information to
nonaffiliated third parties.  The privacy provisions of the Modernization Act
affect how consumer information is transmitted through diversified financial
services companies and conveyed to outside vendors.

Future Legislation

Changes to federal and state laws and regulations can affect the operating
environment of bank holding companies and their subsidiaries in substantial
and unpredictable ways.  From time to time, various legislative and regulatory
proposals are introduced.  These proposals, if codified, may change banking
statutes and regulations and the Company's operating environment in
substantial and unpredictable ways.  If codified, these proposals could
increase or decrease the cost of doing business, limit or expand permissible
activities or affect the competitive balance among banks, savings
associations, credit unions and other financial institutions.  The Company
cannot accurately predict whether those changes in laws and regulations will
occur, and, if those changes occur, the ultimate effect they would have upon
the Company's financial condition or results of operation.


                                      -26-
<PAGE>
PART 1 (CONTINUED)
Item 2
DESCRIPTION OF PROPERTY

The Bank owns and operates two banking offices in Macon, Georgia, one at 5980
Zebulon Road and the other at 515 Mulberry Street.  The Zebulon Road office is
located on approximately 1.16 acres and contains 36 regular parking spaces and
two handicap spaces.  The one-story brick building contains approximately
4,500 square feet, with an attached drive-up canopy of approximately 1,500
square feet.  The building has five teller stations, one drive-up station and
one ATM station.  The drive-up window is located behind the teller stations
and serves two drive-up lanes.  Two additional lanes are available for future
expansion.  The banking platform is roughly octagonal and contains positions
for three sales and service representatives that are easily accessible to
customers from the main entrance.  Four offices, which are used for lending
functions, are located around the outside of this space.  The facility also
contains a board room and operations space.

The Mulberry Street office is located in downtown Macon in a three-story
building, with the banking area of approximately 9,000 square feet located in
the first floor lobby.  The second and third floors consist of approximately
9,000 square feet and 6,000 square feet, respectively.  The Bank utilizes
approximately 6,000 square feet of space in the basement of the building as an
operations center.  Adjacent to the building is a parking lot with
approximately 100 spaces that the Bank owns.  Several of these spaces are
rented to individuals and local businesses for downtown parking on a monthly
basis.  The building has eight teller stations and an attached drive-up
station.  A remote drive-up facility is available with the ability to service
an additional two lanes.  The banking platform consists of the customer
service positions and three offices for lending functions.

The Bank also owns 1.615 acres at 1515 Bass Road in Macon, Georgia and .514
acres in Griffin, Georgia. Construction of a permanent facility began in March
of 2005 at the Bass Road location. The completion of a 7,250 square foot full-
service bank is scheduled for the first quarter of 2006. The Bank is currently
seeking regulatory approval from the Department of Banking and Finance to
place a branch at the Griffin location. Once approval is granted, the Bank
will operate out of a modular building until a permanent facility is
constructed in 2006.

Other than normal real estate and commercial lending activities, the Bank does
not invest in real estate, real estate mortgages, or securities of or interest
in entities primarily engaged in real estate activities.  The Company does not
own or lease any real property.


Item 3
LEGAL PROCEEDINGS

There are no material pending legal proceedings to which the Company or the
Bank is a party or of which any of their properties are subject; nor are there
material proceedings known to the Company to be contemplated by any
governmental authority; nor are there material proceedings known to the
Company in which any director, officer or affiliate or any principal security
holder of the Company, or any associate of any of the foregoing is a party or
has an interest adverse to the Company or the Bank.


                                      -27-
<PAGE>
PART 1 (CONTINUED)
Item 4
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted during the quarter ended December 31, 2004 to a vote
of security holders of the Company .


                                      -28-
<PAGE>
PART II
Item 5
MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTER AND SMALL BUSINESS ISSUER
PURCHASES OF EQUITY SECURITIES

MARKET INFORMATION

During the period covered by this report and to date, there has been no
established public trading market for the Company's common stock.

The information relating to equity compensation plans contained in the
Company's definitive Proxy Statement to be delivered to stockholders in
connection with the 2005 Annual Meeting of Stockholders is incorporated herein
by reference.

HOLDERS OF COMMON STOCK

As of March 21, 2005, the Company had 661 stockholders of record.

DIVIDENDS

To date, neither the Company nor the Bank has paid any cash dividends on its
common stock.  It is the current policy of the board of directors of the
Company to reinvest earnings for such period of time as is necessary to ensure
the success of the operations of the Bank.  There are no current plans to
initiate payment of cash dividends, and future dividend policy will depend on
the Bank's earnings, capital requirements, financial condition and other
factors considered relevant by the board of directors.

The Bank's ability to pay dividends depends upon the earnings and financial
condition of the Bank and certain legal requirements.  The Bank may pay
dividends provided that the payment is not prohibited by its Articles of
Incorporation and will not render the Bank insolvent.  In addition, the
Georgia Financial Institutions Code and the regulations promulgated there
under by the Georgia Banking Department further provide (a) that dividends of
cash or property may be paid only out of the Bank's retained earnings; (b)
that dividends may not be paid if the Bank's paid-in capital and retained
earnings which are set aside for dividend payment and other distributions do
not, in combination, equal at least 20 percent of the Bank's capital stock;
and (c) that dividends may not be paid without prior approval of the Georgia
Banking Department if (i) the Bank's total classified assets at its most
recent examination exceed 80 percent of equity capital, (ii) the aggregate
amount of dividends to be declared exceeds 50 percent of the Bank's net
profits after taxes but before dividends for the previous calendar year, or
(iii) the ratio of the Bank's equity capital to adjusted assets is less than 6
percent.


Item 6
MANAGEMENT'S DISCUSSION AND ANALYSIS

The following discussion provides information about the major components of
the results of operations and financial condition, liquidity and capital
resources of the Bank and should be read in conjunction with the "Business"
and "Financial Statements" sections included elsewhere in this report.


                                      -29-
<PAGE>
PART II (CONTINUED)
Item 6 (Continued)

CRITICAL ACCOUNTING POLICIES

The Company has established various accounting policies which govern the
application of generally accepted accounting principles in the preparation of
the financial statements.  Certain accounting policies involve significant
judgments and assumptions by management that have a material impact on the
carrying value of certain assets and liabilities.  Management considers such
accounting policies to be critical accounting policies.  The judgments and
assumptions used by management are based on historical experience and other
factors, which are believed to be reasonable under the circumstances.  Because
of the nature of the judgments and assumptions made by management, actual
results could differ from these judgments and estimates that could have a
material impact on the carrying values of assets and liabilities and the
results of operations of the Company.  The Company believes the allowance for
loan losses is a critical accounting policy that requires the most significant
judgments and estimate used in the preparation of the Consolidated Financial
Statements.  Refer to Footnote 1 to the Consolidated Financial Statements,
Summary of Significant Accounting Policies and the allowance for loan loss
discussion in Item 1 for a description of the estimation processes and
methodology related to the allowance for loan losses.

RESULTS OF OPERATIONS

For the years ended December 31, 2004 and 2003, net income totaled $1,502,915
and $1,406,405, respectively.  For the years ended December 31, 2004 and 2003,
basic income per share totaled $1.51 and $1.40, respectively, and diluted
income per share totaled $1.41 and $1.33, respectively.  The significant
increase in the Bank's earnings for 2004 compared to 2003 is primarily due to
the following:

     *  Average earning assets increased from $131.8 million at December 31,
        2003 to $155.4 million at December 31, 2004, representing an increase
        of $23.6 million, or 17.9 percent. Below are the various components of
        average earning assets for the periods indicated:

                                                 Year Ended December 31,
                                                 -----------------------
                                                   2004             2003
                                                   ----             ----
                                                     (In Thousands)

          Interest-Bearing Deposits              $    693         $  1,241
          Federal Funds Sold                        2,673            1,618
          Investment Securities                    24,925           26,435
          Other Securities                          1,396            1,141
          Loans Held for Sale                       2,505             --
          Net Loans                               123,240          101,347
                                                  -------          -------
          Total Earning Assets                   $155,432         $131,782
                                                  =======          =======

     *  Primarily as a consequence of the increase in earning assets, net
        interest income increased from $5,296,892 for the year ended December
        31, 2003 to $6,277,329 for the year ended December 31, 2004.


                                      -30-
<PAGE>
Part II (Continued)
Item 6 (Continued)

Below are the various components of interest income and expense, as well as
their yield/costs for the periods indicated:

                                          Year Ended          Year Ended
                                       December 31, 2004   December 31, 2003
                                       -----------------   -----------------
                                       Interest            Interest
                                       Income/     Yield/  Income/     Yield/
                                       Expense     Cost    Expense     Cost
                                       --------    -----   --------    -----
                                               (Dollars in thousands)
INTEREST INCOME
Interest-Bearing Deposits              $    2      0.22%   $ --        0.02%
Federal Funds Sold                         62      2.31        34      2.12
Investments Securities                    990      4.27     1,097      4.35
Other Securities                           59      4.19        52      4.52
Loans Held for Sale                       155      6.19      --         --
Loans, Net                              7,559      6.13     6,337      6.25
                                       ------      ----    ------      ----
                                       $8,827      5.73    $7,520      5.75
                                       ------      ----    ------      ----

INTEREST EXPENSE
NOW  And Money Market Deposits         $  422      0.80    $  239      0.45
Savings Deposits                           31      0.70        12      0.49
Time Deposits                           1,099      2.49     1,087      3.49
Federal Funds Purchased                    18      2.60        11      2.39
Other Borrowings                          829      3.80       724      4.12
Subordinated Debt                         150      4.84       150      4.84
                                       ------      ----    ------      ----
                                       $2,549      2.00    $2,223      2.05
                                       ------      ----    ------      ----

NET INTEREST INCOME                    $6,277              $5,297
                                       ======              ======

NET YIELD ON EARNING ASSETS                        4.04%               4.02%
                                                   ====                ====

     *  Noninterest income increased 94.6 percent from $1,612,348 during 2003
        to $3,137,357 during 2004.  This increase was due primarily to an
        increase in mortgage income resulting from the expansion of this
        department.  Noninterest income increased as a percentage of average
        assets from 1.14 percent during 2003 to 1.89 percent during 2004.

     *  Noninterest expense increased 50.5 percent, from $4,429,000 during
        2003 to $6,666,314 during 2004.  This increase in noninterest expense
        was primarily due to an increase in salaries and employee benefits
        resulting from the expansion of the mortgage department.  Noninterest
        expense increased as a percentage of average assets from 3.15 percent
        during 2003 to 4.01 percent during 2004.


                                      -31-
<PAGE>
PART II (CONTINUED)
Item 6 (Continued)

Net Interest Income

The Bank's results of operations are determined by its ability to effectively
manage interest income and expense, to minimize loan and investment losses, to
generate noninterest income and to control noninterest expense.  Since
interest rates are determined by market forces and economic conditions beyond
the control of the Bank, the ability to generate net interest income is
dependent upon the Bank's ability to maintain an adequate spread between the
rate earned on earning assets and the rate paid on interest-bearing
liabilities, such as deposits and borrowings.  Thus, net interest income is
the key performance measure of income.

The Bank's net interest income for 2004 was $6,227,329 as compared to
$5,296,892 for 2003.  Average yield on earning assets was 5.73 percent and
5.75 percent for the years ended December 31, 2004 and 2003, respectively.
The average cost of funds for 2004 declined to 2.00 percent from the 2003 cost
of 2.05 percent.  Net interest yield is computed by subtracting interest
expense from interest income and dividing the resulting figure by average
interest-earning assets.  Net interest yield for the years ended December 31,
2004 and 2003 totaled 4.04 percent and 4.02 percent, respectively.  Net
interest income for 2004 as compared to 2003 increased by $980,437, primarily
due to the increase in average earning assets from $131,781,702 in 2003 to
$155,431,963 in 2004.

Noninterest Income

Noninterest income for the years ended December 31, 2004 and 2003 totaled
$3,137,357 and $1,612,348, respectively.  The $1,525,009 increase is primarily
due to an increase in mortgage income resulting from the expansion of this
department. As a percentage of average assets, noninterest income increased
from 1.14 percent in 2003 to 1.89 percent in 2004.

The following table summarizes the major components of noninterest income for
the periods indicated:

                                                 Year ended December 31,
                                                 -----------------------
                                                   2004           2003
                                                   ----           ----
Gain On Sale Of Securities                      $   32,745    $  144,436
Mortgage Income                                  1,413,730       189,827
Service Fees On Deposit Accounts                   989,070       855,059
Rental Income                                      234,533       271,674
ATM Income                                         125,206       111,147
Gain (Loss) on Sale of Premises and Equipment      216,961       (27,896)
Other                                              125,112        68,101
                                                ----------    -----------
                                                $3,137,357    $1,612,348
                                                ==========    ==========


                                      -32-
<PAGE>
PART II (CONTINUED)
Item 6 (Continued)

Noninterest Expense

Noninterest expense increased from $4,429,000 in 2003 to $6,666,314 in 2004.
As a percentage of total average assets, noninterest expense increased from
3.13 percent in 2003 to 4.01 percent in 2004.  Below are the components of
noninterest expense for 2004 and 2003.

                                               Year ended December 31,
                                               -----------------------
                                                  2004         2003
                                                  ----         ----
Salaries And Other Personnel Benefits          $3,577,977   $2,160,885
Data Processing Charges                           591,983      523,774
Professional Fees                                 324,032      271,404
Postage And Telephone                             127,421      105,035
Supplies And Printing                             157,714       78,435
Taxes And Insurance                               163,635      142,491
Advertising And Public Relations                  380,487      262,866
Depreciation And Amortization                     270,670      215,020
Utilities And Maintenance                         522,566      253,086
Other                                             549,829      416,004
                                               ----------   ----------
                                               $6,666,314   $4,429,000
                                               ==========   ==========

Provision for Loan Losses

During 2004, the allowance for loan losses increased from $1,595,021 to
$1,659,582.  The allowance for loan losses as a percentage of gross loans was
1.16 and 1.43 percent at December 31, 2004 and December 31, 2003,
respectively. As of December 31, 2004, management considers the allowance for
loan losses to be adequate to absorb anticipated future losses.  However,
there can be no assurance that charge-offs in future periods will not exceed
the allowance for loan losses or that additional provisions to the allowance
will not be required.


                                      -33-
<PAGE>
PART II (CONTINUED)
Item 6 (Continued)

OFF-BALANCE SHEET ARRANGEMENTS, COMMITMENTS, GUARANTEES AND CONTRACTUAL
OBLIGATIONS

The following table summarizes the Company's contractual obligations and other
commitments to make future payments as of December 31, 2004.  Payments for
borrowings do not include interest.  Loan commitments and standby letters of
credit are presented at contractual amounts; however, since many of these
commitments are expected to expire unused or only partially used, the total
amounts of these commitments do not necessarily reflect future cash
requirements.

                                         Payments Due by Period
                         ----------------------------------------------------
                                                 3 Years
                                     More Than 1    or
                            1 Year    Year But   More But     5 or
                              Or      Less Than  Less Than    More
                             Less      3 Years    5 Years     Years      Total
                            -------  -----------  --------  ---------    -----
                                            (In Thousands)
  Deposits with
   Stated Maturity Dates   $ 42,063    $13,765    $  278    $   -     $ 56,106
  Subordinated Debt            -          -         -         3,093      3,093
  Other Borrowings            1,035     13,000     2,000     10,000     26,035
                            -------     ------     -----     ------    -------
                             43,098     26,765     2,278     13,093     85,234
                            -------     ------     -----     ------    -------
Other Commitments
  Loan Commitments           30,787       -         -          -        30,787
  Standby Letters of Credit   1,131       -         -          -         1,131
                            -------     ------     -----     ------    -------
                             31,918       -         -          -        31,918
                            -------     ------     -----     ------    -------
Total Contractual
  Obligations and
  Other Commitments        $ 75,016    $26,765    $2,278    $13,093   $117,152
                            =======     ======     =====     ======    =======

In the ordinary course of business, the Bank enters into off-balance sheet
financial instruments which are not reflected in the consolidated financial
statements.  These instruments include commitments to extend credit, standby
letters of credit, performance letters of credit, guarantees and liability for
assets held in trust.  Such financial instruments are recorded in the
consolidated financial statements when funds are disbursed or the instruments
become payable.  The Bank uses the same credit policies for these off-balance
sheet financial instruments as it does for instruments that are recorded in
the consolidated financial statements.

Loan Commitments

The Bank enters into contractual commitments to extend credit, normally with
fixed expiration dates or termination clauses, at specified rates and for
specific purposes. Substantially all of the Bank's commitments to extend
credit are contingent upon customers maintaining specific credit standards at
the time of loan funding. The Bank minimizes its exposure to loss under these
commitments by subjecting them to credit approval and monitoring procedures.
Management assesses the credit risk associated with certain commitments to
extend credit in determining the level of the allowance for possible loan
losses. Loan commitments outstanding at December 31, 2004 are included in the
preceding table.


                                      -34-
<PAGE>
PART II (CONTINUED)
Item 6 (Continued)

Standby and Performance Letters of Credit

Letters of credit are written conditional commitments issued by the Bank to
guarantee the performance of a customer to a third party. In the event the
customer does not perform in accordance with the terms of the agreement with
the third party, the Bank would be required to fund the commitment. The
maximum potential amount of future payments the Bank could be required to make
is represented by the contractual amount of the commitment. If the commitment
is funded, the Bank would be entitled to seek recovery from the customer. The
Bank's policies generally require that standby and performance letters of
credit arrangements contain security and debt covenants similar to those
contained in loan agreements. Standby and performance letters of credit
outstanding at December 31, 2004 are included in the preceeding table.

LIQUIDITY AND INTEREST RATE SENSITIVITY

Net interest income, the Bank's primary component of earnings, fluctuates with
significant interest rate movements.  To lessen the impact of these margin
swings, the balance sheet should be structured so that repricing opportunities
exist for both assets and liabilities in roughly equivalent amounts at
approximately the same time intervals.  Imbalances in these repricing
opportunities at any point in time constitute interest rate sensitivity.

Interest rate sensitivity refers to the responsiveness of interest-bearing
assets and liabilities to changes in market interest rates.  The rate
sensitive position, or gap, is the difference in the volume of rate sensitive
assets and liabilities, at a given time interval.  The general objective of
gap management is to manage actively rate sensitive assets and liabilities so
as to reduce the impact of interest rate fluctuations on the net interest
margin.  Management generally attempts to maintain a balance between rate
sensitive assets and liabilities as the exposure period is lengthened to
minimize the Bank's overall interest rate risks.

The asset mix of the balance sheet is continually evaluated in terms of
several variables: yield, credit quality, appropriate funding sources and
liquidity.  To effectively manage the liability mix of the balance sheet,
there should be a focus on expanding the various funding sources.  The
interest rate sensitivity position at year-end 2004 is presented in the
following table.  The difference between rate sensitive assets and rate
sensitive liabilities, or the interest rate sensitivity gap, is shown at the
bottom of the table.  Since all interest rates and yields do not adjust at the
same velocity, the gap is only a general indicator of rate sensitivity.


                                      -35-
<PAGE>
PART II (CONTINUED)
Item 6 (Continued)

                                                       Over 1
                         Within     Over 3   Over 6     year
                           3        up to     up to    up to   After
                         months     6 mos    12 mos    5 yrs   5 yrs    Total
                         -------   -------   -------   ------  ------   ------
                                       (Dollars In thousands)
EARNING ASSETS
  Interest-
   Bearing Deposits     $  1,290  $  --     $  --     $ --    $ --    $  1,290
  Federal Funds Sold      19,198     --        --       --      --      19,198
  Investment Securities    1,745     1,529     3,052    3,629  13,493   23,448
  Other Securities         1,710     --        --       --      --       1,710
  Loans Held For Sale      6,162     --        --       --      --       6,162
  Loans                   98,164     2,841     7,773   31,853   1,875  142,506
                         -------   -------   -------   ------  ------  -------
                         128,269     4,370    10,825   35,482  15,368  194,314
                         -------   -------   -------   ------  ------  -------

SUPPORTING SOURCES OF FUNDS
  NOW and Money
   Market Deposits        78,789     --        --       --      --      78,789
  Savings Deposits         3,670     --        --       --      --       3,670
  Time Deposits           13,051    18,268    10,729   14,058   --      56,106
  Other Borrowings            35     --        1,000   15,000  10,000   26,035
  Subordinated Debt        --        --        --       --      3,093    3,093
                         -------   -------   -------   ------  ------  -------
                          95,545    18,268    11,729   29,058  13,093  167,693
                         -------   -------   -------   ------  ------  -------

Interest
 Sensitivity Gap        $ 32,724  $(13,898) $   (904) $ 6,424 $ 2,275 $ 26,621
                         =======   =======   =======   ======  ======  =======
Cumulative Interest
 Sensitivity Gap        $ 32,724  $ 18,826) $ 17,922  $24,346 $26,621 $ 26,621
                         =======   =======   =======   ======  ======  =======
Interest Rate
 Sensitivity Gap Ratio     16.8%    (7.2)%     (.5)%     3.3%    1.2%    13.7%
                         =======   =======   =======   ======  ======  =======
Cumulative Interest Rate
  Sensitivity Gap Ratio    16.8%      9.7%      9.2%    12.5%   13.7%    13.7%
                         =======   =======   =======   ======  ======  =======

As evidenced by the table above, the Bank is cumulatively asset sensitive.  In
a rising interest rate environment, an asset sensitive position is generally
more advantageous since earning assets are repriced sooner than liabilities.
Conversely, in a declining interest rate environment, a liability sensitive
position is generally more advantageous as liabilities are repriced sooner
than the assets.  With respect to the Bank, rising interest rates will
increase income over the next several years.  Conversely, a decrease in
interest rates will reduce income over the next several years.  This, however,
assumes that all other factors affecting income remain constant.


                                      -36-
<PAGE>
PART II (CONTINUED)
Item 6 (Continued)

As the Bank continues to grow, management will continuously structure its rate
sensitivity position to best hedge against rapidly rising or falling interest
rates.  The Bank's Asset/Liability Committee meets on a quarterly basis and
develops management's strategy for the upcoming period.  Such strategy
includes anticipation of future interest rate movements.

Liquidity represents the ability to provide steady sources of funds for loan
commitments and investment activities, as well as to maintain sufficient funds
to cover deposit withdrawals and payment of debt and operating obligations.
These funds can be obtained by converting assets to cash or by attracting new
deposits.  The Bank's primary source of liquidity is its ability to maintain
and increase deposits.  Deposits grew by $48.4 million in 2004.  In addition,
during 2004 the Bank borrowed an additional $5.0 million, with maturities from
one to four years, from the Federal Home Loan Bank.  Below are the pertinent
liquidity balances and ratios at December 31, 2004 and 2003.

                                            2004             2003
                                         ------------     ------------
Cash And Cash Equivalents                $30,307,111      $ 8,807,030
Securities                               $23,447,889      $30,173,912
Cds Over $100,000
 To Total Deposits Ratio                       20.7%            13.8%
Loans To Deposit Ratio                         89.3%            94.3%
Brokered Deposits                        $26,254,141      $ 8,461,000

Large denomination certificates of deposit (CDs) increased by approximately
$18.2 million during 2004. The increase is primarily attributed to an increase
in brokered deposits   At December 31, 2004 and 2003, large denomination CDs
accounted for 20.7 percent and 13.8 percent of total deposits, respectively.
Large denomination CDs are generally more volatile than other deposits.  As a
result, management continually monitors the competitiveness of the rates it
pays on its large denomination CDs and periodically adjusts its rates in
accordance with market demands. Significant withdrawals of large denomination
CDs may have a material adverse effect on the Bank's liquidity.

Cash and cash equivalents are the primary source of liquidity.  At December
31, 2004, cash and cash equivalents totaled $30.3 million, representing 14.5
percent of total assets.

Securities, particularly securities available for sale, provide a secondary
source of liquidity.  Approximately $2.4 million of the $23.4 million of the
Bank's securities portfolio is scheduled to mature during 2005. Additionally,
several securities have call dates prior to their maturity dates and others
are reducing principal on a monthly basis, thus enhancing the Bank's liquidity
posture.

Brokered deposits are deposit instruments, such as certificates of deposit,
deposit notes, bank investment contracts and certain municipal investment
contracts that are issued through brokers and dealers who then offer and/or
sell these deposit instruments to one or more investors.  As of December 31,
2004, the Bank had brokered deposits of $26.3 million in its portfolio.


                                      -37-
<PAGE>
PART II (CONTINUED)
Item 6 (Continued)

Management knows of no trends, demands, commitments, events or uncertainties
that should result in or are reasonably likely to result in the Bank's
liquidity increasing or decreasing in any material way in the foreseeable
future.

The Company has entered into a credit facility with a correspondent bank that
provides for borrowings up to $2,000,000. The credit facility bears interest
at the prime interest rate payable quarterly and matures on March 6, 2006.
Borrowings under the facility are collateralized by the stock of the Bank. At
December 31, 2004, outstanding borrowings under this credit facility were
$1,600,000 and the interest rate was 5.25%.

CAPITAL ADEQUACY

The various federal bank regulators, including the FDIC, have two primary
measures of capital adequacy for banks: (i) risk-based capital guidelines; and
(ii) the leverage ratio.  These standards define capital and establish minimum
capital standards in relation to the degree of risk perceived in an
institution's assets and off-balance sheet items.  Capital is divided into two
tiers.  For banks, Tier 1 or "core" capital consists of common stockholders'
equity, qualifying noncumulative perpetual preferred stock and related
surplus, and minority interests in the common equity accounts of consolidated
subsidiaries, reduced by goodwill, certain other intangible assets and certain
deferred tax assets.  Tier 2 capital consists of the allowance for loan and
lease losses, cumulative perpetual preferred stock, long-term preferred stock,
perpetual preferred stock where the dividend is reset periodically based on
the bank's current credit standing, hybrid capital instruments, term
subordinated debt, intermediate term preferred stock, and certain net
unrealized holding gains on securities.

The risk-based capital measure and minimum ratio standards require a minimum
total capital ratio of 8.0 percent and Tier 1 capital equal to at least 50
percent of total capital.  The FDIC also has a minimum leverage ratio of Tier
1 capital to total assets of 3.0 percent.

The FDIC has emphasized that the foregoing standards are supervisory minimums
and that an institution would be permitted to maintain such minimum levels of
capital only if it were rated a composite "one" under the regulatory rating
system for banks.  All other banks are required to maintain a leverage ratio
of at least 4.0 percent.  These rules further provide that banking
organizations anticipating or experiencing significant internal growth or
making acquisitions will be expected to maintain capital positions
substantially above the minimum supervisory levels and comparable to peer
group averages, without significant reliance on intangible assets.

At December 31, 2004, the Bank's Tier 1 (to risk-weighted assets) capital
ratio was 10.6 percent.  At December 31, 2004, the Bank's total risk-based
capital ratio was 11.7 percent.  These ratios exceed the minimum capital
adequacy guidelines imposed by federal regulatory authorities on banks, which
are 4.0 percent for Tier 1 capital and 8.0 percent for total risk-based
capital.  The ratios also exceed the minimum guidelines imposed by the same
regulatory authorities to be considered "well-capitalized," which are 6.0
percent of Tier 1 capital and 10.0 percent for total risk-based capital.

The Bank does not have any commitments which it believes would reduce its
capital to levels inconsistent with the minimum capital adequacy guidelines.


                                      -38-
<PAGE>
PART II (CONTINUED)
Item 6 (Continued)

The table below illustrates the Bank's regulatory capital ratios at December
31, 2004:

                                                           Minimum
                                           December 31,   regulatory
                                               2004       requirement
                                           ------------   -----------
     Tier 1 Capital                           10.6%           4.0%
     Tier 2 Capital                             .9            N/A
     Total risk-based capital ratio           11.7            8.0
     Leverage ratio                            9.9            4.0


Item 7
FINANCIAL STATEMENTS

The following financial statements are filed as Exhibit 99.1 to this report
and incorporated herein by reference:

     Report of Independent Registered Public Accounting Firm
     Consolidated Balance Sheets - December 31, 2004 and 2003
     Consolidated Statements of Income - Years Ended December 31, 2004, 2003
        and 2002
     Consolidated Statements of Changes in Stockholders' Equity - Years Ended
        December 31, 2004, 2003 and 2002
     Consolidated Statements of Cash Flows - Years Ended December 31, 2004,
        2003 and 2002
Notes to Consolidated Financial Statements


Item 8
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

There has been no occurrence requiring a response to this Item.


Item 8A
CONTROLS AND PROCEDURES

The Company's management, under the supervision and with the participation of
the Company's Chief Executive Officer and Chief Financial Officer, evaluated,
as of the last day of the period covered by this report, the effectiveness of
the design and operation of the Company's disclosure controls and procedures,
as defined in Rule 13a-15 under the Securities Exchange Act of 1934.  Based on
that evaluation, the Chief Executive Officer and Chef Financial Officer
concluded that the Company's disclosure controls and procedures were
effective.  There were no changes in the Company's internal control over
financial reporting (as defined in Rule 13a-15 under the Securities Act of
1934) during the quarter ended December 31, 2004 that have materially
affected, or are reasonably likely to materially affect, the Company's
internal control over financial reporting.


                                      -39-
<PAGE>
PART II (CONTINUED)
Item 8B
OTHER INFORMATION

None.


                                      -40-
<PAGE>
PART III
Item 9
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT; COMPLIANCE WITH SECTION
16(A) OF THE EXCHANGE ACT

The information relating to the directors and executive officers of the
Company contained in the Company's definitive Proxy Statement to be delivered
to stockholders in connection with its 2005 Annual Meeting of Stockholders
(the 2005 Proxy Statement) is incorporated herein by reference.


Item 10
EXECUTIVE COMPENSATION

The information relating to executive compensation contained 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 relating to security ownership of certain beneficial owners
and management contained in the 2005 Proxy Statement is incorporated herein by
reference.


Item 12
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information relating to certain relationships and related transactions
contained in the 2005 Proxy Statement is incorporated herein by reference.


Item 13
EXHIBITS

The Index to Exhibits appears immediately following the signature page hereto
and is incorporated herein by reference.


Item 14
PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information relating to principal accountant fees and services contained
in the 2004 Proxy Statement is incorporated herein by reference.


                                      -41-
<PAGE>
                                    SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this report on Form
10-KSB to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                           RIVOLI BANCORP, INC.

Dated:  March 25, 2005                 By: /s/  J. Patrick McGoldrick
                                           ---------------------------------
                                           J. Patrick McGoldrick
                                           President and Chief Executive Officer
                                           (principal executive officer)

Dated:  March 25, 2005                 By: /s/  Geraldine Bolen
                                           ---------------------------------
                                           Geraldine Bolen
                                           Chief Financial Officer
                                           (principal financial and accounting
                                            officer)


                                      -42-
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf
of the Registrant in the capacities and on the dates indicated.


                                      Director
------------------------------
Ethel A. Cullinan

/s/ A.V. Elliott                      Director              March 25, 2005
------------------------------
A.V. Elliott

/s/ Roy H. Fickling                   Director              March 25, 2005
------------------------------
Roy H. Fickling

/s/ Edward H. Greene                  Director              March 25, 2005
------------------------------
Edward H. Greene

/s/ D. Frank Gunn                     Director              March 25, 2005
------------------------------
D. Frank Gunn

/s/ Henry K. Koplin                   Director              March 25, 2005
------------------------------
Henry K. Koplin

                                      Director
------------------------------
Edward P. Loomis

/s/ J. Patrick McGoldrick             Director              March 25, 2005
------------------------------
J. Patrick McGoldrick

                                      Director
------------------------------
C. Warren Selby, Jr.

                                      Director
------------------------------
Raymond H. Smith, Jr.

/s/ William T. Wiley, Jr.             Director              March 25, 2005
------------------------------
William T. Wiley, Jr.

                                      Director
------------------------------
F. Tredway Shurling


                                      -43-
<PAGE>
                                  EXHIBIT INDEX
                                  -------------

The following exhibits are filed with or incorporated by reference into this
report.  The exhibits denominated by "*" were previously filed as a part of,
and are hereby incorporated by reference to, the indicated filing.

EXHIBIT NO.                         DESCRIPTION OF EXHIBIT
-----------                         ----------------------
*  3.1           Articles of Incorporation of the Company (Filed as Exhibit
                 3.1 to the Current Report on Form 8-K (File No. 000-49691),
                 filed with the Commission on March 14, 2002)

*  3.2           Bylaws of the Company (Filed as Exhibit 3.2 to the Current
                 Report on Form 8-K (File No. 000-49691), filed with the
                 Commission on March 14, 2002)

* 10.1           1998 Stock Option Plan (Filed as Exhibit 10.1 to the Annual
                 Report on Form 10-KSB (File No. 000-49691), filed with the
                 Commission on April 1, 2002)

* 10.2           Form of Incentive Stock Option Agreement (Filed as Exhibit
                 10.2 to the Annual Report on Form 10-KSB (File No. 000-
                 49691), filed with the Commission on April 1, 2002)

* 10.3           Form of Nonqualifying Stock Option Agreement (Filed as
                 Exhibit 10.3 to the Annual Report on Form 10-KSB (File No.
                 000-49691), filed with the Commission on April 1, 2002)

* 10.4           Employment Agreement with J. Patrick McGoldrick (Filed as
                 Exhibit 10.4 to the Annual Report on Form 10-KSB (File No.
                 000-49691), filed with the Commission on April 1, 2002)

  14.1           Code of Ethics for Senior Financial Officers

  21.1           Subsidiaries of the Registrant

  31.1           CEO Certification Pursuant to Rule 13a-14(a)

  31.2           CFO Certification Pursuant to Rule 13a-14(a)

  32.1           Section 906 Certification of CEO and CFO

  99.1           Financial Statements and Report of Independent Registered
                 Public Accounting Firm


                                      -44-