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, 2003
             ________________________________________________

                        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                      Securities Registered
     Pursuant to Section 12(b)                  Pursuant 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, 2003: $9,160,189

The aggregate market value of the common stock of the Issuer held by
nonaffiliates of the Issuer (315,169 shares) on March 19, 2004, was $4,818,934.
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 19,
2004: 1,014,724 shares of $1.00 par value common stock.


                     DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Issuer's definitive proxy statement to be delivered to
stockholders in connection with its 2004 Annual Meeting of Stockholders are
incorporated by reference in response to Items 9, 10, 11 and 12 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 2004 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.



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.  As a result of the reorganization, the Bank has ceased reporting under
the Securities Exchange Act of 1934 (Exchange Act) with the FDIC, and the
Company, as the successor Issuer under the Exchange Act, reports with the SEC.

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.

In February 2004, the Bank announced plans to build a $1 million branch at 1551
Bass Road in north Macon.  Plans include a full-service bank branch with four
drive-through lanes and an ATM.  The Bank also announced the opening of three
retail mortgage offices to compete directly with other mortgage lenders in the
middle Georgia area.  The three retail mortgage offices are located on Houston
Lake Road in Warner Robins, Georgia, 101 Courthouse Square in Butler, Georgia
and 1515 Bass Road in north Macon.  The Bank expects to add as many as 15
employees as a result of this expansion.

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.


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.


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, 2003 and 2002.  This presentation includes all
major categories of interest-earning assets and interest-bearing liabilities:

                                        Year Ended           Year Ended
                                     December 31, 2003    December 31, 2002
                                     -----------------    -----------------
     Average Consolidated Assets
     ---------------------------
Cash and due from banks                $  4,128,918         $  3,847,766
                                       ------------         ------------
Interest bearing deposits                 1,240,701              800,624
Investment Securities
  Taxable                                23,063,415           19,948,397
  Nontaxable                              3,371,253            1,441,629
Other securities                          1,140,522              666,556
Federal funds sold                        1,618,380            2,655,258
Net loans                               101,347,431           89,352,348
                                       ------------         ------------
Total interest-earning assets           131,781,702          114,864,812
                                       ------------         ------------
Other assets                              5,437,521            5,267,458
                                       ------------         ------------
Total assets                           $141,348,141         $123,980,036
                                       ============         ============

Average Consolidated Liabilities And Stockholders' Equity
---------------------------------------------------------
Noninterest-bearing deposits           $ 21,392,881         $ 18,067,917
NOW and money market deposits            53,454,675           50,793,417
Savings deposits                          2,418,299            1,430,683
Time deposits                            31,194,630           32,070,457
Federal funds purchased                     469,085              183,581
Subordinated debt                         3,093,000              516,912
Other borrowings                         17,582,192           10,464,591
Other liabilities                         1,495,894            1,245,575
                                       ------------         ------------
Total liabilities                       131,100,656          114,773,133
                                       ------------         ------------
Stockholders' equity                     10,247,485            9,206,903
                                       ------------         ------------
Total liabilities
 and stockholders' equity              $141,348,141         $123,980,036
                                       ============         ============

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, 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(2)(3)                        101,347,431    6,460,827    6.37
                                      ------------   ----------    ----
     Total earning assets             $131,781,702   $7,644,259    5.84
                                      ============   ==========    ----

                  Liabilities
                  -----------
NOW and money market deposits         $ 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(2)(3)                         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, 2003, three loans with an aggregate principal balance of
    $97,369 were on nonaccrual status.

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

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

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


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.

                                 2003 to 2002             2002 to 2001
                          ------------------------   ------------------------
                                     Increase (decrease) due to (a):
                                              (In thousands)

                           Volume    Rate    Total     Volume    Rate    Total
                           ------    ----    -----     ------    ----    -----
Interest earned on
 Interest-bearing deposits $  --    $  (8)  $   (8)    $    1   $ (22)  $  (21)
 Federal funds sold           (22)      6      (16)       (82)   (184)    (266)
 Investment securities
   Taxable                    134    (259)    (125)        92     (44)      48
   Nontaxable                  89     (35)      54         36      (3)      33
 Other securities              21      (1)      20          8      (7)       1
 Net loans                    765    (670)      95        704  (1,467)    (763)
                           ------   -----   ------     ------   -----   ------
Total interest income         987    (967)      20        759  (1,727)    (968)
                           ------   -----   ------     ------   -----   ------

Interest paid on
  NOW and
   money market accounts       12    (482)    (470)        77    (838)    (761)
  Savings deposits              5      (9)      (4)         7     (10)      (3)
  Time deposits               (31)   (146)    (177)      (136)   (791)    (927)
  Federal funds purchased       7       1        8          3      (1)       2
  Other borrowings            681    (509)     172       (471)    472        1
  Subordinated debt           125      (3)     122         28     --        28
                           ------   -----   ------     ------   -----   ------
Total interest expense        799  (1,148)    (349)      (492) (1,168)  (1,660)
                           ------   -----   ------     ------   -----   ------

Net interest income        $  188   $ 181   $  369     $1,251   $(559)  $  692
                           ======   =====   ======     ======   =====   ======

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


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
                                      December 31, 2003     December 31, 2002
                                     -------------------   -------------------
                                     Average    Average    Average    Average
                                     Amount    Rate Paid   Amount    Rate Paid
Deposit Category                     -------   ---------   -------   ---------
----------------
Non-interest-bearing
 demand deposits                   $21,392,881    N/A    $18,067,917    N/A
NOW and money market deposits       53,454,675   0.45%    50,793,417   1.40%
Savings deposits                     2,418,299   0.49      1,430,683   1.13
Time deposits                       31,194,630   3.49     32,070,457   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                         2003              2002
               --------                         ----              ----
           3 months or less                 $ 2,287,695       $   729,566
           3-6 months                         2,563,508         1,250,273
           6-12 months.                       4,380,187         4,384,028
           over 12 months                     7,096,698         5,472,912
                                            -----------       -----------
                                            $16,328,088       $11,836,779
                                            ===========       ===========


LOAN PORTFOLIO

The Bank engages in a full complement of lending activities, including
commercial/industrial, consumer and real estate loans.  As of December 31,
2003, the Bank had a legal lending limit for unsecured loans of up to $1.6
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.

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.

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

Type of Loan                            2003                2002
------------                        ------------        -----------
Commercial, financial
 and agricultural                   $ 59,133,767        $52,628,257
Real estate - construction            13,814,774         15,382,152
Real estate - mortgage                19,043,300         15,329,563
Installment and other loans to
Individuals                           19,189,057         15,779,246
Other                                    265,688            119,185
                                    ------------        -----------
                                     111,446,586         99,238,403
Allowance for
  possible loan losses                (1,595,021)        (1,506,910)
                                    ------------        -----------
                                    $109,851,565        $97,731,493
                                    ============        ===========

     The following is a presentation of an analysis of maturities of
loans as of December 31, 2003:

                                            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                $42,772     $11,501     $ 4,861     $59,134
Real estate-construction           9,992       2,687       1,136      13,815
                                 -------     -------     -------     -------
   Total                         $52,764     $14,188     $ 5,997     $72,949
                                 =======     =======     =======     =======

     For the above loans, the following is a presentation of an analysis of
sensitivities to changes in interest rates as of December 31, 2003:

                                            Due After
                                Due in 1      1 to      Due After
Interest Category             Year or Less   5 Years     5 Years      Total
-----------------             ------------   -------     -------      -----
                                                (In thousands)
Predetermined interest rate      $10,883     $32,064     $ 2,987     $45,934
Floating interest rate            27,015        --          --        27,015
                                 -------     -------     -------     -------
                                 $37,898     $32,064     $ 2,987     $72,949
                                 =======     =======     =======     =======

As of December 31, 2003 and 2002, loans with principal balances of $97,369 and
$203,755, respectively, were on nonaccrual status.  At December 31, 2003 and
2002, there were no loans that were contractually past due 90 days or more as
to principal and interest payments and still accruing interest.  No loans at
December 31, 2003 or 2002 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 $1,629,557 and $2,338,072 at December 31, 2003, and 2002,
respectively.  These loans had related allowances for loan losses of $249,050
and $372,000 at December 31, 2003 and 2002.

As of December 31, 2003 and 2002, 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
$150,562 during 2003 and $425,487 during 2002.


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           Year Ended
                                    December 31, 2003    December 31, 2002
                                    -----------------    -----------------
                                                (In thousands)
Balance at beginning of period           $1,507               $1,305
                                          -----                -----
Charge-offs:
  Installments and other
   loans to individuals                     (41)                 (22)
  Commercial, financial and
   agricultural                             (15)                (172)
  Real estate - mortgage                   (130)                 --
  Real estate - construction                --                   --
                                          -----                -----
                                           (186)                (194)
                                          -----                -----
Recoveries:
  Installment and other loans
   to individuals                           --                    22
  Commercial, financial and
   agricultural                             --                    10
  Real estate - mortgage                     13                  --
  Real estate - construction                --                   --
  Lease financing                           --                   --
                                          -----                -----
                                             13                   32
                                          -----                -----
Net charge-offs                            (173)                (162)
Additions charged to operations             261                  364
                                          -----                -----
Balance at end of period                 $1,595               $1,507
                                          =====                =====

Ratio of net charge-offs during
 the period to average loans
 outstanding during the period             0.17%                0.18%
                                           ====                 ====

At the dates indicated, the allowance was allocated as follows:

                                             At                    At
                                      December 31, 2003     December 31, 2002
                                     -------------------   -------------------
                                                Percent               Percent
                                               of loans              of loans
                                                in each               in each
                                               category              category
                                               to total              to total
                                     Amount      loans     Amount      loans
                                     -------   ---------   -------   ---------
Commercial, financial
 and agricultural                  $  846,321     53.1%  $  799,147     53.0%
Real estate - construction            197,717     12.4      233,574     15.5
Real estate - mortgage                272,547     17.1      232,776     15.5
Installment and other loans
 to individuals                       274,633     17.2      239,604     15.9
Unallocated                             3,803      0.2        1,809      0.1
                                   ----------    -----   ----------    -----
   Total                           $1,595,021    100.0%  $1,506,910    100.0%
                                   ==========    =====   ==========    =====


LOAN LOSS RESERVE

As of December 31, 2003, commercial loans, including commercial real estate
loans and agricultural loans, constituted 53.1 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, 98 percent
of these commercial loans at December 31, 2003 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.

The Bank's consumer loan portfolio, which constituted 29.8 percent of
outstanding loans at December 31, 2003, is also well secured.  At December 31,
2003, 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.

Real estate mortgage loans constituted 17.1 percent of outstanding loans at
December 31, 2003.  The loans in this category represent residential and
commercial real estate mortgages where the amount of the original loan generally
does not 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.

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, 2003, investment securities comprised approximately 19.4
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, 2003 and 2002 were
categorized as available for sale.

     Investments Available for Sale:           2003           2002
     ------------------------------            ----           ----
     Obligations of U.S. Agencies          $10,810,324    $ 9,096,565
     Mortgage pools                         14,154,447     10,694,614
     Municipal securities                    4,709,141      1,768,246
     Other securities                          500,000         -  -
                                           -----------    -----------
                                           $30,173,912    $21,559,425
                                           ===========    ===========

The following table indicates the amount, at December 31, 2003, of investments
due in (i) one year or less, (ii) one to five years, (iii) five to ten years,
and (iv) over ten years:

                                                             Weighted
                                                             Average
                                                Amount       Yield (1)
                                                ------       ---------
                                               (Dollars in thousands)
Investments Available for Sale
------------------------------
Obligations of U.S. Agencies
  Within 1 Year                               $ 1,005          3.83%
  1 to 5 Years                                  7,305          4.28
  5 to 10 Years                                 2,500          4.86
                                              -------          ----
                                               10,810          4.37
                                              -------          ----

Mortgage Pools
  1 to 5 Years                                      5          4.85
  5 to 10 Years                                 3,539          3.63
  More than 10 Years                           10,611          4.29
                                              -------          ----
                                               14,155          4.12
                                              -------          ----

Municipal Securities(1)
  1 to 5 Years                                  2,586          3.12
  5 to 10 Years                                 1,639          4.96
  More than 10 Years                              484          6.26
                                              -------          ----
                                                4,709          4.08
                                              -------          ----

Corporate Bonds
  More than 10 Years                              500          6.67
                                              -------          ----

Total Securities
  Within 1 Year                                 1,010          3.84
  1 to 5 Years                                  9,891          3.97
  5 to 10 Years                                 7,678          4.31
  More than 10 Years                           11,595          4.47
                                              -------          ----
                                              $30,174          4.25%
                                              =======          ====
______________________________

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


RETURN ON EQUITY AND ASSETS

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

                                               Year Ended December 31,
                                               -----------------------
                                                  2003        2002
                                                  ----        ----
Return on average assets                           1.0%        0.9%
Return on average equity                          13.7        12.5
Average equity to average assets ratio             7.3         7.4
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, 2003, federal funds and investment securities
comprised approximately 19.5 percent of the Bank's assets, with net loans
comprising approximately 70.8 percent of the Bank's assets.


EMPLOYEES

As of March 19, 2004, the Bank had 55 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.

The Bank sells loan participations to correspondent banks with respect to loans
which exceed the Bank's lending limit.  At December 31, 2003, the Bank had
$3,910,066 in outstanding participations sold to other financial institutions.
Management of the Bank has established correspondent relationships with the
Bankers Bank, Atlanta, Georgia and Compass 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 is intended only to provide brief summaries of
significant statutes and regulations that affect the banking industry and is
not a complete description of those statutes and regulations.  Changes in
applicable laws or regulations, and in the policies of regulators, may have a
material effect on the Company's business and prospects.  Management cannot
accurately predict the nature or extent of the effects on the Company's
business and earnings that fiscal or monetary policies, or new federal or state
laws, may have in the future.


THE COMPANY

General

As a bank holding company, the Company is subject to the Bank Holding Company
Act of 1956, which places the Company under the supervision of the Board of
Governors of the Federal Reserve.  The Company must file annual reports with
the Federal Reserve and must provide it with such additional information as it
may require.  In addition, the Federal Reserve periodically examines the Company
and the Bank.

Bank Holding Company Regulation

In general, the Bank Holding Company 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.  Under the Gramm-Leach-Bliley Act, a bank holding company
meeting certain qualifications may apply to the Federal Reserve Board to become
a financial holding company, and thereby engage (directly or through a
subsidiary) in certain activities deemed financial in nature, such as securities
brokerage and insurance underwriting.

With certain exceptions, the Bank Holding Company 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 percent (5 percent if
the "company" is a bank holding company) or more of the outstanding shares or
otherwise obtaining control over the Company.

Financial Services Modernization

The laws and regulations that affect banks and bank holding companies recently
underwent significant changes as a result of the Financial Services
Modernization Act of 1999, also known as the Gramm-Leach-Bliley Act of 1999.
Generally, the act (i) repealed the historical restrictions on preventing banks
from affiliating with securities firms; (ii) provided a uniform framework for
the activities of banks, savings institutions and their holding companies;
(iii) broadened the activities that may be conducted by national banks and
banking subsidiaries of bank holding companies; (iv) provided an enhanced
framework for protecting the privacy of consumers' information; and (v)
addressed a variety of other legal and regulatory issues affecting both
day-to-day operations and long-term activities of financial institutions.

Bank holding companies may now engage in a wider variety of financial
activities than permitted under previous law, particularly insurance and
securities activities.  In addition, in a change from previous law, a bank
holding company may be owned, controlled or acquired by any company engaged in
financially related activities, so long as such company meets certain regulatory
requirements.  The act also permits national banks (and certain state banks),
either directly or through operating subsidiaries, to engage in certain
nonbanking financial activities.

Transactions With Affiliates

The Company and the Bank are deemed 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
nonaffiliate.  The term "covered transaction" includes the making of loans,
purchase of assets, issuance of a guarantee and other similar types of
transactions.

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 of 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 nonbanking products and to allow banks and their affiliates to
provide more efficient, lower cost service to their customers.

State Law Restrictions

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


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 Federal Reserve.  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 stockholders 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 Federal Deposit
Insurance Corporation 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
stockholders 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 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, 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.  Management believes that the Bank meets all such
standards.

Interstate Banking And Branching

The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 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 Interstate Act
requires regulators to consult with community organizations before permitting
an interstate institution to close a branch in a low-income area.  Under recent
Federal Deposit Insurance Corporation regulations, banks are prohibited from
using their interstate branches primarily for deposit production.  The Federal
Deposit Insurance Corporation has accordingly implemented a loan-to-deposit
ratio screen to ensure compliance with this prohibition.

Georgia has "opted in" to the Interstate Act 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 Federal Deposit Insurance
Corporation.  All insured banks are required to pay semiannual deposit insurance
premium assessments to the Federal Deposit Insurance Corporation.

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 Federal Deposit Insurance Corporation and Federal Reserve 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 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 percent, of which at least 4 percent must be Tier 1
capital.  Tier 1 capital for bank holding companies includes common
stockholders' equity, certain qualifying perpetual preferred stock and minority
interests in equity accounts of consolidated subsidiaries, less intangibles
except as described above.

The Federal Reserve also employs 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 may leverage its
equity capital base.  The Federal Reserve requires a minimum leverage ratio of
3 percent.  However, for all but the most highly rated bank holding companies
and for bank holding companies seeking to expand, the Federal Reserve expects
an additional cushion of at least 1 percent to 2 percent.

The Federal Deposit Insurance Corporation Improvement Act created a statutory
framework of supervisory actions indexed to the capital level of the individual
institution.  Under regulations adopted by the Federal Deposit Insurance
Corporation, 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.


RECENT SIGNIFICANT CHANGES IN BANKING LAWS AND REGULATIONS

Sarbanes-Oxley Act Of 2002

On July 30, 2002, the Sarbanes-Oxley Act of 2002 (the Act) was enacted  to
address corporate and accounting fraud.  The Act establishes a new accounting
oversight board that will enforce 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 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 they have adopted a code of ethics for senior financial
officers and whether the audit committee includes at least one "audit committee
financial expert."

The Act requires the SEC, based on certain enumerated factors, to regularly
and systematically review corporate filings.  To deter wrongdoing, the Act (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.


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 which contains
approximately 100 spaces.  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.

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.


Item 4
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted during the quarter ended December 31, 2003 to a vote
of security holders of the Company or the Bank.



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 2004 Annual Meeting of Stockholders is incorporated herein by reference.


HOLDERS OF COMMON STOCK

As of March 19, 2004, the Company had 655 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.


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, 2003 and 2002, net income totaled $1,406,405
and $1,153,011, respectively.  For the years ended December 31, 2003 and 2002,
basic income per share totaled $1.40 and $1.14, respectively, and diluted income
per share totaled $1.33 and $1.09, respectively.  During 2003 and 2002, there
were outstanding stock options that were dilutive, thus necessitating the
disclosure of basic and diluted income per share.  The significant increase in
the Bank's earnings for 2003 compared to 2002 is primarily due to the following:

..  Average earning assets increased from $114.9 million at December 31, 2002
   to $131.8 million at December 31, 2003, representing an increase of $16.9
   million, or 14.7 percent. Below are the various components of average earning
   assets for the periods indicated:


                                                 Year Ended December 31,
                                                 -----------------------
                                                   2003             2002
                                                   ----             ----
                                                     (In Thousands)

          Interest-Bearing Deposits              $  1,241         $    801
          Federal Funds Sold                        1,618            2,655
          Investment Securities                    26,435           21,390
          Other Securities                          1,141              667
          Net Loans                               101,347           89,352
                                                  -------          -------
          Total Earning Assets                   $131,782         $114,865
                                                  =======          =======

..  Primarily as a consequence of the increase in earning assets, net interest
   income increased from $5,052,142 for the year ended December 31, 2002 to
   $5,421,206 for the year ended December 31, 2003.

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, 2003   December 31, 2002
                                       -----------------   -----------------
                                       Interest            Interest
                                       Income/     Yield   Income/     Yield
                                       Expense     Cost    Expense     Cost
                                       --------    -----   --------    -----
                                               (Dollars in thousands)
Interest income
Interest-bearing deposits              $ --        0.02%   $    8      1.04%
Federal funds sold                         34      2.12        50      1.91
Investments securities                  1,097      4.35     1,169      5.58
Other securities                           52      4.52        31      4.66
Loans, net                              6,461      6.37     6,366      7.12
                                       ------      ----    ------      ----
                                       $7,644      5.84    $7,624      6.64
                                       ------      ----    ------      ----

Interest expense
NOW  and money market deposits         $  239      0.45    $  709      1.40
Savings deposits                           12      0.49        16      1.13
Time deposits                           1,087      3.49     1,264      3.94
Federal funds purchased                    11      2.39         3      1.56
Other borrowings                          724      4.12       552      5.27
Subordinated debt                         150      4.84        28      5.35
                                       ------      ----    ------      ----
                                       $2,223      2.05    $2,572      2.69
                                       ------      ----    ------      ----

Net interest income                    $5,421              $5,052
                                       ======              ======

Net yield on earning assets                        4.11%               4.40%
                                                   ====                ====

..  Noninterest income increased 10.4 percent from $1,372,991 during 2002 to
   $1,515,930 during 2003.  This increase was due primarily to an increase in
   service fees on deposit accounts and an increase in ATM income.  Noninterest
   income decreased as a percentage of average assets from 1.11 percent during
   2002 to 1.07 percent during 2003 primarily as a result of the increase in
   average assets.

..  Noninterest expense increased 5.2 percent, from $4,236,248 during 2002 to
   $4,456,896 during 2003.  This increase in noninterest expense was primarily
   due to an increase in salaries and employee benefits.  Noninterest expense
   decreased as a percentage of average assets from 3.42 percent during 2002 to
   3.15 percent during 2003 primarily as a result of the increase in average
   assets.

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 2003 was $5,421,206 as compared to $5,052,142
for 2002.  Average yield on earning assets was 5.84 percent and 6.64 percent for
the years ended December 31, 2003 and 2002, respectively.  The average cost of
funds for 2003 declined to 2.05 percent from the 2002 cost of 2.69 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, 2003 and 2002 totaled 4.11
percent and 4.40 percent, respectively.  Net interest income for 2003 as
compared to 2002 increased by $369,064, primarily due to the increase in average
earning assets from $114,864,812 in 2002 to $131,781,704 in 2003.

Noninterest Income

Noninterest income for the years ended December 31, 2003 and 2002 totaled
$1,515,930 and $1,372,991, respectively.  The $142,939 increase is primarily due
to higher service fees on deposit accounts (because of the growth in
transactional accounts) and an increase in ATM income.  As a percentage of
average assets, noninterest income decreased from 1.11 percent in 2002 to 1.07
percent in 2003 as a result of the increase in average assets.

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


                                                 Year ended December 31,
                                                 -----------------------
                                                   2003           2002
                                                   ----           ----
Gain on sale of securities                      $  144,436    $  137,497
Service fees on deposit accounts                   855,059       791,652
Rental income                                      271,674       271,397
ATM income                                         111,147        74,475
Other                                              133,614        97,970
                                                ----------    -----------
                                                $1,515,930    $1,372,991
                                                ==========    ==========

Noninterest Expense

Noninterest expense increased from $4,236,248 in 2002 to $4,456,896 in 2003.
As a percentage of total average assets, noninterest expense decreased from
3.42 percent in 2002 to 3.15 percent in 2003.  Below are the components of
noninterest expense for 2003 and 2002.

                                               Year ended December 31,
                                               -----------------------
                                                  2003         2002
                                                  ----         ----
Salaries and other personnel benefits          $2,160,885   $1,979,776
Data processing charges                           523,774      456,663
Professional fees                                 271,404      366,302
Postage and telephone                             105,035      105,095
Supplies and printing                              78,435       91,708
Taxes and insurance                               142,491      126,200
Advertising and public relations                  262,866      184,831
Depreciation and amortization                     215,020      250,758
Utilities and maintenance                         253,086      211,773
Other                                             443,900      463,142
                                               ----------   ----------
                                               $4,456,896   $4,236,248
                                               ==========   ==========

Provision For Loan Losses

During 2003, the allowance for loan losses grew from $1,506,910 to $1,595,021.
The allowance for loan losses as a percentage of gross loans was 1.43 and 1.52
percent at December 31, 2003 and December 31, 2002, respectively. As of December
31, 2003, 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.

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, 2003.  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
                          -----------------------------------------------------
                                    More than 1     3 years or    5 or
                          1 Year   year but less   more but less  more
                          or less   than 3 years   than 5 years   years   Total
                          -------   ------------   ------------   -----   -----
                                             (In Thousands)
Contractual Obligations
  Federal Funds Purchased   $  3,023    $    -     $   -     $   -      $  3,023
  Deposits with
   Stated Maturity Dates      24,869      8,211     1,449        -       34,529
  Subordinated Debt             -          -         -         3,093      3,093
  Other Borrowings                34      3,250     6,150     10,000     19,434
                             -------     ------     -----     ------     ------
                              27,926     11,461     7,599     13,093     60,079
                             -------     ------     -----     ------     ------
Other Commitments
  Loan Commitments            35,021       -         -          -        35,021
  Standby Letters of Credit      183       -         -          -           183
                             -------     ------     -----     ------     ------
                              35,204       -         -          -        35,204
                             -------     ------     -----     ------     ------
Total Contractual
  Obligations and
  Other Commitments         $ 63,130    $11,461    $7,599    $13,093    $95,283
                             =======     ======     =====     ======     ======

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, 2003 are included in the preceding
table.

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, 2003 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 2003 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.

                                                       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     $  3,516  $  --     $  --     $ --    $ --    $  3,516
  Federal funds sold         160     --        --       --      --         160
  Investment securities      501       509     --       9,891  19,273   30,174
  Other securities         1,272     --        --       --      --       1,272
  Loans                   65,592     4,778     7,093   27,340   6,644  111,447
                         -------   -------   -------   ------  ------  -------
                          71,041     5,287     7,093   37,231  25,917  146,569
                         -------   -------   -------   ------  ------  -------

SUPPORTING SOURCES OF FUNDS
  NOW and money
   market deposits        56,936     --        --       --      --      56,936
  Savings deposits         2,761     --        --       --      --       2,761
  Time deposits            9,011     5,464    10,394    9,660   --      34,529
  Federal funds purchased  3,023     --        --       --      --       3,023
  Other borrowings            34     --        --       9,400  10,000   19,434
  Subordinated debt        --        --        --       --      3,093    3,093
                         -------   -------   -------   ------  ------  -------
                          71,765     5,464    10,394   19,060  13,093  119,776
                         -------   -------   -------   ------  ------  -------

Interest
 sensitivity gap        $   (724) $   (177) $ (3,301) $18,171 $12,824 $ 26,793
                         =======   =======   =======   ======  ======  =======
Cumulative interest
 rate sensitivity
 gap                    $   (724) $   (901) $ (4,202) $13,969 $26,793 $ 26,793
                         =======   =======   =======   ======  ======  =======
Interest rate
 sensitivity gap ratio    (0.5)%    (0.1)%    (2.3)%    12.4%    8.7%    18.3%
                         =======   =======   =======   ======  ======  =======
Cumulative interest rate
  sensitivity gap ratio   (0.5)%    (0.6)%    (2.9)%     9.5%   18.3%    18.3%
                         =======   =======   =======   ======  ======  =======

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

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
anticipations 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 $13.4 million in 2003.  In addition,
during 2003 the Bank borrowed an additional $6.3 million, with maturities from
one to five years, from the Federal Home Loan Bank.  Below are the pertinent
liquidity balances and ratios at December 31.

                                            2003             2002
                                         ------------     ------------
Cash and cash equivalents                $ 8,807,030      $ 7,334,381
Securities                               $30,173,912      $21,559,425
CDs over $100,000
 to total deposits ratio                       13.8%            11.3%
Loans to deposit ratio                         94.3%            94.8%
Brokered deposits                         $8,461,000       $4,144,000

Large denomination certificates of deposit (CDs) increased by approximately
$4.5 million during 2003, and reliance on large denomination CDs to fund normal
banking operations has declined slightly relative to other sources of funds.
At December 31, 2003 and 2002, large denomination CDs accounted for 13.8 percent
and 11.3 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.  Management believes that since a
majority of the large denomination CDs at December 31, 2003 were obtained from
Bank customers residing in Bibb County, Georgia, the volatility of such deposits
is lower than if such deposits were obtained from depositors residing outside of
Bibb County, as outside depositors are believed to be more likely to be interest
rate sensitive.

Cash and cash equivalents are the primary source of liquidity.  At December 31,
2003, cash and cash equivalents totaled $8.8 million, representing 5.7 percent
of total assets.

Securities, particularly securities available for sale, provide a secondary
source of liquidity.  Approximately $1.0 million of the $30.2 million of the
Bank's securities portfolio is scheduled to mature during 2004. 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,
2003, the Bank had brokered deposits of $8.5 million in its portfolio.

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.


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, 2003, the Bank's Tier 1 (to risk-weighted assets) capital ratio
was 8.7 percent.  At December 31, 2003, the Bank's total risk-based capital
ratio was 12.5 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.

The table below illustrates the Bank's regulatory capital ratios at December
31, 2003:

                                                           Minimum
                                           December 31,   regulatory
                                               2003       requirement
                                           ------------   -----------
     Tier 1 Capital                            8.7%           4.0%
     Tier 2 Capital                            3.8            N/A
     Total risk-based capital ratio           12.5            8.0
     Leverage ratio                            8.6            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 Accountants
Consolidated Balance Sheets - December 31, 2003 and 2002
Consolidated Statements of Income - Years Ended December 31, 2003, 2002 and 2001
Consolidated Statements of Changes in Stockholders' Equity - Years Ended
  December 31, 2003,       2002 and 2001
Consolidated Statements of Cash Flows - Years Ended December 31, 2003, 2002
  and 2001
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 adequate.
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, 2003 that have materially affected, or are reasonably likely
to materially affect, the Company's internal control over financial reporting.



PART III
Item 9
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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 2004 Annual Meeting of Stockholders
(the 2004 Proxy Statement) is incorporated herein by reference.


Item 10
EXECUTIVE COMPENSATION

The information relating to executive compensation contained in the 2004
Proxy Statement is incorporated herein by reference.


Item 11
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information relating to security ownership of certain beneficial owners and
management contained in the 2004 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 2004 Proxy Statement is incorporated herein by reference.


Item 13
EXHIBITS AND REPORTS ON FORM 8-K

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

(b)  Reports on Form 8-K -  A Form 8-K, which reported the third quarter 2003
     earnings, was filed on October 10, 2003 with the Securities and Exchange
     Commission.


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.



                                  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 30, 2004             By: /s/  J. Patrick McGoldrick
                                       --------------------------------
                                       J. Patrick McGoldrick
                                       President and Chief Executive Officer
                                       (principal executive officer)


Dated:  March 30, 2004             By: /s/  Geraldine Bolen
                                       --------------------------------
                                       Geraldine Bolen
                                       Chief Financial Officer
                                       (principal financial and accounting
                                        officer)



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.

/s/  Ethel A. Cullinan                  Director           March 23, 2004
------------------------------------
Ethel A. Cullinan

/s/  A.V. Elliott                       Director           March 23, 2004
------------------------------------
A.V. Elliott

/s/  Roy H. Fickling                    Director           March 23, 2004
------------------------------------
Roy H. Fickling

/s/  Edward H. Greene                   Director           March 23, 2004
------------------------------------
Edward H. Greene

/s/  D. Frank Gunn                      Director           March 23, 2004
------------------------------------
D. Frank Gunn

/s/  Henry K. Koplin                    Director           March 23, 2004
------------------------------------
Henry K. Koplin

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

/s/  J. Patrick McGoldrick              Director           March 23, 2004
------------------------------------
J. Patrick McGoldrick

/s/  C. Warren Selby, Jr.               Director           March 23, 2004
------------------------------------
C. Warren Selby, Jr.

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

/s/  William T. Wiley, Jr.              Director           March 23, 2004
------------------------------------
William T. Wiley, Jr.

/s/  F. Tredway Shurling                Director           March 23, 2004
------------------------------------
F. Tredway Shurling



                                   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)

  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