EXHIBIT 13.1



                            SEASONS BANCSHARES, INC.
                                 AND SUBSIDIARY

                          CONSOLIDATED FINANCIAL REPORT

                                DECEMBER 31, 2004


<PAGE>
                            SEASONS BANCSHARES, INC.
                                 AND SUBSIDIARY


                          CONSOLIDATED FINANCIAL REPORT
                                DECEMBER 31, 2004

                                TABLE OF CONTENTS
                                -----------------


                                                                            PAGE
                                                                            ----

REPORT  OF  INDEPENDENT  REGISTERED  PUBLIC  ACCOUNTING  FIRM. . . . . . .     1

CONSOLIDATED  FINANCIAL  STATEMENTS

     CONSOLIDATED  BALANCE  SHEETS . . . . . . . . . . . . . . . . . . . .     2
     CONSOLIDATED  STATEMENTS  OF  OPERATIONS. . . . . . . . . . . . . . .     3
     CONSOLIDATED  STATEMENTS  OF  COMPREHENSIVE  LOSS . . . . . . . . . .     4
     CONSOLIDATED  STATEMENTS  OF  STOCKHOLDERS'  EQUITY  (DEFICIT). . . .     5
     CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS . . . . . . . . . . . . . .     6
     NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS. . . . . . . . . . . .  7-24


<PAGE>
             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



TO THE BOARD OF DIRECTORS
SEASONS BANCSHARES, INC. AND SUBSIDIARY
BLAIRSVILLE, GEORGIA


          We  have  audited  the  accompanying  consolidated  balance  sheets of
SEASONS  BANCSHARES,  INC.  AND SUBSIDIARY as of December 31, 2004 and 2003, and
the  related  consolidated  statements  of  operations,  comprehensive  loss,
stockholders'  equity  (deficit) and cash flows for each of the two years in the
period  ended  December  31,  2004.  These  financial  statements  are  the
responsibility  of the Company's management. Our responsibility is to express an
opinion  on  these  financial  statements  based  on  our  audits.


          We conducted our audits in accordance with the standards of the Public
Company  Accounting  Oversight  Board  (United States).  Those standards require
that  we plan and perform the audit to obtain reasonable assurance about whether
the  financial  statements are free of material misstatement.  An audit includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the  financial  statements.  An  audit  also  includes  assessing the accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating  the  overall  financial statement presentation.  We believe that our
audits  provide  a  reasonable  basis  for  our  opinion.


          In  our  opinion,  the  financial statements referred to above present
fairly,  in all material respects, the financial position of Seasons Bancshares,
Inc.  and  subsidiary as of December 31, 2004 and 2003, and the results of their
operations  and  their  cash flows for each of the two years in the period ended
December  31,  2004, in conformity with accounting principles generally accepted
in  the  United  States  of  America.

                                            /s/  MAULDIN & JENKINS, LLC



Atlanta, Georgia
February 24, 2005


<PAGE>
<TABLE>
<CAPTION>
                                  SEASONS BANCSHARES, INC.
                                       AND SUBSIDIARY

                                 CONSOLIDATED BALANCE SHEETS
                                 DECEMBER 31, 2004 AND 2003


                        ASSETS                                        2004          2003
                        ------                                    ------------  ------------
<S>                                                               <C>           <C>
Cash and due from banks                                           $ 1,656,205   $ 1,103,325
Federal funds sold                                                  1,094,000     7,316,000
Securities available for sale, at fair value                        6,616,962     7,744,671
Restricted equity securities, at cost                                  75,700             -

Loans, net of unearned loan fees                                   42,296,073    19,569,837
Less allowance for loan losses                                        538,665       271,000
                                                                  ------------  ------------
          Loans, net                                               41,757,408    19,298,837

Premises and equipment                                              3,047,361     2,181,663
Other assets                                                          323,210       177,945
                                                                  ------------  ------------

          TOTAL ASSETS                                            $54,570,846   $37,822,441
                                                                  ============  ============

              LIABILITIES AND STOCKHOLDERS' EQUITY
              ------------------------------------

Liabilities:
  Deposits:
    Noninterest-bearing                                           $ 2,968,091   $ 1,204,313
    Interest-bearing                                               44,811,875    29,301,392
                                                                  ------------  ------------
          Total deposits                                           47,779,966    30,505,705
Other liabilities                                                     181,356       154,920
                                                                  ------------  ------------
          TOTAL LIABILITIES                                        47,961,322    30,660,625
                                                                  ------------  ------------

Commitments and contingencies (Note 9)

Stockholders' equity:
  Preferred stock, no par value, 2,000,000 shares authorized;
    no shares issued and outstanding                                        -             -
  Common stock, $1 par value, 10,000,000 shares authorized;
    913,834 shares issued and outstanding                             913,834       913,834
  Capital surplus                                                   8,053,558     8,053,558
  Accumulated deficit                                              (2,304,600)   (1,798,759)
  Accumulated other comprehensive loss                                (53,268)       (6,817)
                                                                  ------------  ------------

          TOTAL STOCKHOLDERS' EQUITY                                6,609,524     7,161,816
                                                                  ------------  ------------

          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY              $54,570,846   $37,822,441
                                                                  ============  ============
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                        2
<PAGE>
<TABLE>
<CAPTION>
                                SEASONS BANCSHARES, INC.
                                     AND SUBSIDIARY

                          CONSOLIDATED STATEMENTS OF OPERATIONS
                         YEARS ENDED DECEMBER 31, 2004 AND 2003

                                                                  2004          2003
                                                               -----------  ------------
<S>                                                            <C>          <C>
INTEREST INCOME:
  Loans, including fees                                        $2,331,236   $   787,591
  Taxable securities                                              177,111        93,345
  Federal funds sold                                               21,965        94,527
  Interest bearing deposits in banks                                    -        18,672
                                                               -----------  ------------
     TOTAL INTEREST INCOME                                      2,530,312       994,135
                                                               -----------  ------------

INTEREST EXPENSE:
  Deposits                                                        888,806       479,606
  Other borrowings                                                  5,249           421
                                                               -----------  ------------
     TOTAL INTEREST EXPENSE                                       894,055       480,027
                                                               -----------  ------------

     NET INTEREST INCOME                                        1,636,257       514,108
PROVISION FOR LOAN LOSSES                                         302,500       271,000
                                                               -----------  ------------
     NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES        1,333,757       243,108
                                                               -----------  ------------

OTHER INCOME:
  Service charges on deposit accounts                              76,683        22,231
  Other operating income                                           17,767         8,314
                                                               -----------  ------------
     TOTAL OTHER INCOME                                            94,450        30,545
                                                               -----------  ------------

OTHER EXPENSES:
  Salaries and employee benefits                                  895,499       706,779
  Equipment and occupancy expenses                                436,542       178,438
  Other operating expenses                                        602,007       580,430
                                                               -----------  ------------
     TOTAL OTHER EXPENSES                                       1,934,048     1,465,647
                                                               -----------  ------------

     LOSS BEFORE INCOME TAXES                                    (505,841)   (1,191,994)

INCOME TAXES                                                            -             -
                                                               -----------  ------------

     NET LOSS                                                  $ (505,841)  $(1,191,994)
                                                               ===========  ============

BASIC AND DILUTED LOSSES PER SHARE                             $    (0.55)  $     (1.30)
                                                               ===========  ============
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                        3
<PAGE>
<TABLE>
<CAPTION>
                                  SEASONS BANCSHARES, INC.
                                       AND SUBSIDIARY

                        CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
                           YEARS ENDED DECEMBER 31, 2004 AND 2003


                                                                       2004         2003
                                                                   -----------  ------------
<S>                                                                 <C>         <C>
NET LOSS                                                            $(505,841)  $(1,191,994)
                                                                   -----------  ------------
OTHER COMPREHENSIVE LOSS:

  Unrealized holding losses on securities available for sale
    arising during period                                             (46,451)       (6,817)
                                                                   -----------  ------------

COMPREHENSIVE LOSS                                                  $(552,292)  $(1,198,811)
                                                                   ===========  ============
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                        4
<PAGE>
<TABLE>
<CAPTION>
                                      SEASONS BANCSHARES, INC.
                                           AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                               YEARS ENDED DECEMBER 31, 2004 AND 2003

                                                                                 ACCUMULATED
                                 COMMON STOCK                                       OTHER             TOTAL
                              -------------------    CAPITAL     ACCUMULATED    COMPREHENSIVE     STOCKHOLDERS'
                              SHARES   PAR VALUE     SURPLUS       DEFICIT          LOSS        EQUITY (DEFICIT)
                              -------  ----------  -----------  -------------  ---------------  -----------------
<S>                           <C>      <C>         <C>          <C>            <C>              <C>
BALANCE, DECEMBER 31, 2002          1  $        1  $    4,012   $   (606,765)  $            -   $       (602,752)
  Net loss                          -           -           -     (1,191,994)               -         (1,191,994)
  Sale of common stock        913,833     913,833   8,224,497              -                -          9,138,330
  Stock issue costs                 -           -    (174,951)             -                -           (174,951)
  Other comprehensive loss          -           -           -              -           (6,817)            (6,817)
                              -------  ----------  -----------  -------------  ---------------  -----------------
BALANCE, DECEMBER 31, 2003    913,834     913,834   8,053,558     (1,798,759)          (6,817)         7,161,816
  Net loss                          -           -           -       (505,841)               -           (505,841)
  Other comprehensive loss          -           -           -              -          (46,451)           (46,451)
                              -------  ----------  -----------  -------------  ---------------  -----------------
BALANCE, DECEMBER 31, 2004    913,834  $  913,834  $8,053,558   $ (2,304,600)  $      (53,268)  $      6,609,524
                              =======  ==========  ===========  =============  ===============  =================
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                        5
<PAGE>
<TABLE>
<CAPTION>
                                  SEASONS BANCSHARES, INC.
                                       AND SUBSIDIARY

                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                           YEARS ENDED DECEMBER 31, 2004 AND 2003


                                                                    2004           2003
                                                               -------------  -------------
<S>                                                            <C>            <C>
OPERATING ACTIVITIES
  Net loss                                                     $   (505,841)  $ (1,191,994)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
    Depreciation and amortization                                   138,289         13,520
    Provision for loan losses                                       302,500        271,000
    Increase in interest receivable                                (129,893)      (141,584)
    Increase in interest payable                                     17,523         72,567
    Net other operating activities                                   (6,459)        23,984
                                                               -------------  -------------
         Net cash used in operating activities                     (183,881)      (952,507)
                                                               -------------  -------------
INVESTING ACTIVITIES
  Purchases of securities available for sale                     (1,396,271)   (10,039,859)
  Proceeds from maturities of securities available for sale       2,477,529      2,288,371
  Net (increase) decrease in federal funds sold                   6,222,000     (7,316,000)
  Purchases of restricted equity securities                         (75,700)             -
  Net increase in loans                                         (22,761,071)   (19,569,837)
  Purchase of premises and equipment                             (1,003,987)    (2,188,191)
                                                               -------------  -------------
         Net cash used in investing activities                  (16,537,500)   (36,825,516)
                                                               -------------  -------------
FINANCING ACTIVITIES
  Net increase in deposits                                       17,274,261     30,505,705
  Proceeds from sale of common stock                                      -      9,138,330
  Stock issue costs                                                       -        (18,806)
  Proceeds from other borrowings                                          -          4,500
  Repayment of other borrowings                                           -       (699,359)
  Repayment of organizer advances                                         -        (50,000)
                                                               -------------  -------------
         Net cash provided by financing activities               17,274,261     38,880,370
                                                               -------------  -------------

Net increase in cash and due from banks                             552,880      1,102,347

Cash and due from banks at beginning of year                      1,103,325            978
                                                               -------------  -------------
Cash and due from banks at end of year                         $  1,656,205   $  1,103,325
                                                               =============  =============
SUPPLEMENTAL DISCLOSURE
  Cash paid during the year for:
    Interest                                                   $    876,532   $    407,460

NONCASH TRANSACTIONS
    Other real estate acquired in settlement of loans          $   (107,190)  $          -
    Sales of other real estate financed by Seasons Bank        $    107,190   $          -
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                        6
<PAGE>
                            SEASONS BANCSHARES, INC.
                                 AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE  1.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

          NATURE  OF  BUSINESS

          Seasons  Bancshares,  Inc.  (the  "Company") is a bank holding company
          whose  business  is  conducted by its wholly-owned subsidiary, Seasons
          Bank  (the  "Bank").  The  Bank  is  a  commercial  bank  located  in
          Blairsville,  Union County, Georgia. The Bank provides a full range of
          banking  services  in  its primary market area of Union County and the
          surrounding  counties.  The  Bank  commenced its banking operations on
          January 27, 2003. Prior to the commencement of banking operations, the
          Company's activities consisted of organization activities and the sale
          of  stock.

          BASIS  OF  PRESENTATION  AND  ACCOUNTING  ESTIMATES

          The  consolidated  financial  statements  include  the accounts of the
          Company  and its subsidiary. Significant intercompany transactions and
          balances  have  been  eliminated  in  consolidation.

          In  preparing the consolidated financial statements in accordance with
          accounting  principles  generally  accepted  in  the  United States of
          America, management is required to make estimates and assumptions that
          affect  the  reported  amounts  of  assets  and  liabilities  and  the
          disclosure  of  contingent  assets  and  liabilities as of the balance
          sheet  date  and  the reported amounts of revenues and expenses during
          the  reporting  period.  Actual  results  could  differ  from  those
          estimates.

          Material  estimates  that  are particularly susceptible to significant
          change  in  the near term relate to the determination of the allowance
          for  loan  losses  and  contingent  assets  and  liabilities.  The
          determination  of  the  adequacy  of  the allowance for loan losses is
          based  on estimates that are susceptible to significant changes in the
          economic  environment  and  market  conditions. In connection with the
          determination  of  the  estimated  losses on loans, management obtains
          independent  appraisals  for  significant  collateral.

          CASH, DUE FROM BANKS AND CASH FLOWS

          For purposes of reporting cash flows, cash and due from banks includes
          cash on hand, cash items in process of collection and amounts due from
          banks.  Cash  flows  from  loans,  federal funds sold and deposits are
          reported  net.

          SECURITIES

          All  securities  are  classified as available for sale and recorded at
          fair value with unrealized gains and losses excluded from earnings and
          reported  in  accumulated  other  comprehensive  loss.

          The amortization of premiums and accretion of discounts are recognized
          in  interest  income  using  methods approximating the interest method
          over the life of the securities. Realized gains and losses, determined
          on  the  basis of the cost of specific securities sold are included in
          operations  on  the  settlement  date.  Declines  in the fair value of
          securities below their cost that are deemed to be other than temporary
          are  reflected  in  operations  as  realized  losses.

          Management evaluates securities for other-than-temporary impairment at
          least  on  a  quarterly  basis,  and  more frequently when economic or
          market concerns warrant such evaluation. Consideration is given to (1)
          the  length  of  time  and the extent to which the fair value has been
          less than cost, (2) the financial condition and near-term prospects of
          the  issuer,  and  (3) the intent and ability of the Company to retain
          its  investment in the issuer for a period of time sufficient to allow
          for  any  anticipated  recovery  in  fair  value.


                                        7
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE  1.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

          LOANS

          Loans  are  reported  at  their  outstanding  principal  balances less
          deferred  loan fees and the allowance for loan losses. Interest income
          is  accrued  on  the outstanding principal balance. Nonrefundable loan
          fees,  net of direct loan origination costs, are deferred with the net
          amount  recognized  into  interest  income  over the life of the loans
          using  a  method  which  approximates  a  level  yield.

          The accrual of interest on loans is discontinued when, in management's
          opinion,  the  borrower  may be unable to meet payments as they become
          due,  unless  the  loan  is well-secured. All interest accrued but not
          collected  for  loans  that are placed on nonaccrual or charged off is
          reversed  against interest income, unless management believes that the
          accrued interest is recoverable through the liquidation of collateral.
          Interest income on nonaccrual loans is recognized on the cost-recovery
          method,  until  the  loans  are  returned to accrual status. Loans are
          returned to accrual status when all the principal and interest amounts
          are  brought  current  and  future  payments  are  reasonably assured.

          A  loan  is  considered impaired when it is probable, based on current
          information  and  events,  the  Company  will be unable to collect all
          principal and interest payments due in accordance with the contractual
          terms of the loan agreement. Impaired loans are measured by either the
          present  value  of expected future cash flows discounted at the loan's
          effective  interest  rate,  the loan's obtainable market price, or the
          fair  value of the collateral if the loan is collateral dependent. The
          amount  of impairment, if any, and any subsequent changes are included
          in  the allowance for loan losses. Interest on accruing impaired loans
          is  recognized  as  long  as  such  loans do not meet the criteria for
          nonaccrual  status.

          ALLOWANCE  FOR  LOAN  LOSSES

          The  allowance  for loan losses is established through a provision for
          loan  losses  charged  to expense. Loan losses are charged against the
          allowance when management believes the collectibility of the principal
          is  unlikely.  Subsequent  recoveries  are  credited to the allowance.

          The  allowance  is an amount that management believes will be adequate
          to  absorb estimated losses relating to specifically identified loans,
          as  well as probable credit losses inherent in the balance of the loan
          portfolio,  based  on  an evaluation of the collectibility of existing
          loans  and  prior  loss  experience.  This  evaluation also takes into
          consideration  such factors as changes in the nature and volume of the
          loan  portfolio, overall portfolio quality, review of specific problem
          loans,  concentrations and current economic conditions that may affect
          the  borrower's  ability  to pay. This evaluation does not include the
          effects  of  expected losses on specific loans or groups of loans that
          are  related  to  future  events  or  expected  changes  in  economic
          conditions.  While  management  uses the best information available to
          make  its  evaluation,  future  adjustments  to  the  allowance may be
          necessary if there are any significant changes in economic conditions.
          In  addition,  regulatory  agencies,  as  an  integral  part  of their
          examination  process,  periodically review the Company's allowance for
          loan  losses,  and  may  require  the Company to make additions to the
          allowance  based on their judgment about information available to them
          at  the  time  of  their  examinations.


                                        8
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE  1.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

          PREMISES  AND  EQUIPMENT

          Premises  and  equipment  are  stated  at  cost  less  accumulated
          depreciation.  Depreciation  is  computed  primarily  using  the
          straight-line  method  over  the estimated useful lives of the assets.
          The  range  of  estimated  useful lives for premises and equipment are
          generally  as  follows:

                      Land improvements               15 years
                      Buildings                  39 - 40 years
                      Furniture and equipment      3 - 7 years

          INCOME  TAXES

          Deferred  income  tax  assets and liabilities are determined using the
          balance sheet method. Under this method, the net deferred tax asset or
          liability  is  determined  based  on  the tax effects of the temporary
          differences  between  the  book  and  tax bases of the various balance
          sheet  assets and liabilities and gives current recognition to changes
          in  tax  rates  and  laws. A valuation allowance is recorded for those
          deferred  tax  items  for  which  it  is  more  likely  than  not that
          realization  will  not  occur  in  the  near  term.

          LOSSES  PER  SHARE

          Basic  and  diluted losses per share are computed by dividing net loss
          by  the  weighted average number of shares of common stock outstanding
          during the year. The weighted average number of shares outstanding for
          the years ended December 31, 2004 and 2003 were equal to the number of
          shares sold in the Company's initial stock offering, or 913,834. There
          were  no dilutive common stock equivalents as of December 31, 2004 and
          2003.  Common  stock  equivalents  consist  of stock options and stock
          warrants.

          STOCK-BASED  COMPENSATION

          At  December  31,  2004,  the Company has two stock-based compensation
          plans,  which are described more fully in Note 7. The Company accounts
          for  those  plans  under the recognition and measurement principles of
          APB  Opinion  No.  25,  Accounting  for Stock Issued to Employees, and
          related  Interpretations.  Statement of Financial Accounting Standards
          (SFAS)  No.  123,  Accounting for Stock-Based Compensation, encourages
          all  entities  to  adopt  a  fair value based method of accounting for
          employee  stock  compensation  plans  whereby  compensation  cost  is
          measured  at  the  grant  date  based on the value of the award and is
          recognized  over  the  service  period,  which  is usually the vesting
          period.  However,  it  also  allows  an  entity to continue to measure
          compensation  cost  for  those  plans  using the intrinsic value based
          method of accounting prescribed by Accounting Principles Board Opinion
          No. 25, Accounting for Stock Issued to Employees, whereby compensation
          cost is the excess, if any, of the quoted market price of the stock at
          the  grant  date  over  the amount an employee must pay to acquire the
          stock.  The  Company  has  elected  to  continue  with  the accounting
          methodology  of  Opinion  No.  25. No stock-based compensation cost is
          reflected in net loss, as all options and warrants granted under those
          plans  had  an  exercise  price  equal  to  the  market  value  of the
          underlying  stock  on  the  date  of  grant.


                                        9
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE  1.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

          STOCK-BASED  COMPENSATION  (CONTINUED)

          The  following table illustrates the effect on net loss and losses per
          share if the Company had applied the fair value recognition provisions
          of  FASB  Statement  No.  123  to  stock-based  employee compensation.

<TABLE>
<CAPTION>
                                                 YEARS ENDED DECEMBER 31,
                                                 ------------------------
                                                    2004         2003
                                                 ----------  ------------
<S>                                              <C>         <C>

Net loss, as reported                            $(505,841)  $(1,191,994)
Deduct: Total stock-based employee compensation
   expense determined under fair value based
   method for all awards                          (332,120)            -
                                                 ----------  ------------
Pro forma net loss                               $(837,961)  $(1,191,994)
                                                 ==========  ============
Losses per share:
  Basic - as reported                            $   (0.55)  $     (1.30)
                                                 ==========  ============
  Basic - pro forma                              $   (0.92)  $     (1.30)
                                                 ==========  ============
  Diluted - as reported                          $   (0.55)  $     (1.30)
                                                 ==========  ============
  Diluted - pro forma                            $   (0.92)  $     (1.30)
                                                 ==========  ============
</TABLE>

          COMPREHENSIVE  LOSS

          Accounting  principles  generally  require  that  recognized  revenue,
          expenses,  gains  and losses be included in net loss. Although certain
          changes in assets and liabilities, such as unrealized gains and losses
          on available for sale securities, are reported as a separate component
          of the equity section of the balance sheet, such items, along with net
          loss,  are  components  of  comprehensive  loss.

          RECENT  ACCOUNTING  STANDARDS

          In  December  2004,  the  FASB  Statement  No.  123  (revised  2004),
          "Share-Based  Payment"  ("FAS  123(R)" or the "Statement"). FAS 123(R)
          requires  that  the  compensation cost relating to share-based payment
          transactions,  including  grants  of  employee  stock  options,  be
          recognized  in  financial statements. That cost will be measured based
          on  the  fair value of the equity or liability instruments issued. FAS
          123(R)  covers  a  wide range of share-based compensation arrangements
          including  stock  options,  restricted  share plans, performance-based
          awards,  share appreciation rights, and employee share purchase plans.
          FAS  123(R) is a replacement of FASB Statement No. 123, Accounting for
          Stock-Based  Compensation,  and  supersedes  APB  Opinion  No.  25,
          Accounting for Stock Issued to Employees, and its related interpretive
          guidance  (APB  25).

          The effect of the Statement will be to require entities to measure the
          cost of employee services received in exchange for stock options based
          on  the  grant-date fair value of the award, and to recognize the cost
          over  the  period the employee is required to provide services for the
          award.  FAS  123(R)  permits  entities to use any option-pricing model
          that  meets  the  fair  value  objective  in  the  Statement.

          The  Company  will be required to apply FAS 123(R) as of the beginning
          of its first interim period that begins after December 15, 2005, which
          will  be  the  year  ending  December  31,  2006.


                                       10
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE  1.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

          RECENT  ACCOUNTING  STANDARDS  (CONTINUED)

          FAS  123(R)  allows  two  methods  for  determining the effects of the
          transition:  the  modified  prospective  transition  method  and  the
          modified  retrospective  method  of  transition.  Under  the  modified
          prospective  transition  method,  an  entity  would use the fair value
          based  accounting method for all employee awards granted, modified, or
          settled  after  the  effective  date.  As  of  the  effective  date,
          compensation  cost  related  to  the  nonvested  portion  of  awards
          outstanding  as  of  that  date  would be based on the grant-date fair
          value  of  those awards as calculated under the original provisions of
          Statement  No.  123;  that  is,  an  entity  would  not re-measure the
          grant-date  fair  value  estimate  of  the  unvested portion of awards
          granted  prior  to the effective date. An entity will have the further
          option  to  either  apply  the  Statement  to only the quarters in the
          period  of  adoption and subsequent periods, or apply the Statement to
          all  quarters  in  the  fiscal  year  of  adoption. Under the modified
          retrospective  method  of  transition,  an  entity  would  revise  its
          previously  issued  financial  statements  to  recognize  employee
          compensation  cost  for prior periods presented in accordance with the
          original  provisions  of  Statement  No.  123.

          The  Company has not yet completed its study of the transition methods
          or  made  any decisions about how it will adopt FAS 123(R). The impact
          of this Statement on the Company in fiscal 2006 and beyond will depend
          upon  various  factors,  among  them  being  our  future  compensation
          strategy.  The  pro  forma  compensation  costs presented in the table
          above  and in prior filings for the Company have been calculated using
          a  Black-Scholes  option  pricing  model  and may not be indicative of
          amounts  which  should  be expected in future years. No decisions have
          been made as to which option-pricing model is most appropriate for the
          Company  for  future  awards.


NOTE  2.  SECURITIES

          The amortized cost and fair value of securities available for sale are
          summarized  as  follows:

<TABLE>
<CAPTION>
                                           GROSS        GROSS
                            AMORTIZED   UNREALIZED    UNREALIZED      FAIR
                               COST        GAINS        LOSSES       VALUE
                            ----------  -----------  ------------  ----------
<S>                         <C>         <C>          <C>           <C>
DECEMBER 31, 2004:
U.S. GOVERNMENT AND
   AGENCY SECURITIES        $5,003,617  $         -  $   (43,133)  $4,960,484
MORTGAGE-BACKED SECURITIES   1,666,613        5,343      (15,478)   1,656,478
                            ----------  -----------  ------------  ----------
   TOTAL DEBT SECURITIES    $6,670,230  $     5,343  $   (58,611)  $6,616,962
                            ==========  ===========  ============  ==========
December 31, 2003:
U.S. Government and
   agency securities        $7,009,078  $     9,671  $   (12,059)  $7,006,690
Mortgage-backed securities     742,410            -       (4,429)     737,981
                            ----------  -----------  ------------  ----------
   Total debt securities    $7,751,488  $     9,671  $   (16,488)  $7,744,671
                            ==========  ===========  ============  ==========
</TABLE>


                                       11
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE  2.  SECURITIES  (CONTINUED)

          The  amortized  cost  and fair value of debt securities as of December
          31,  2004  by  contractual  maturity  are  shown below. Maturities may
          differ  from  contractual  maturities  in  mortgage-backed  securities
          because  the  mortgages  underlying  the  securities  may be called or
          repaid  with  or  without penalty. Therefore, these securities are not
          included  in  the  maturity  categories  in  the  following  summary.

<TABLE>
<CAPTION>
                            Amortized      Fair
                               Cost       Value
                            ----------  ----------
<S>                         <C>         <C>
Less than one year          $1,004,251  $  999,702
Due from one to five years   3,999,366   3,960,782
Mortgage-backed securities   1,666,613   1,656,478
                            ----------  ----------
                            $6,670,230  $6,616,962
                            ==========  ==========
</TABLE>

          Securities  with  a carrying value of $ - and $101,844 at December 31,
          2004  and  2003,  respectively, were pledged to secure public deposits
          and  for  other  purposes  as  required  or  permitted  by  law.

          There  were  no  sales  of  securities for December 31, 2004 and 2003.

          In 2003, the FASB Emerging Issues Task Force released Issue 03-01, The
          Meaning  of  Other-Than-Temporary  Impairment  and  Its Application to
          Certain  Investments.  The  issue  requires  disclosure  of  certain
          information about other than temporary impairments in the market value
          of  securities.  The market value of investment securities is based on
          quoted  market  values  and  is significantly affected by the interest
          rate  environment.

          The  following  table shows the gross unrealized losses and fair value
          of  securities,  aggregated  by  category  and  length  of  time  that
          securities  have  been  in  a  continuous  unrealized  loss  position.

<TABLE>
<CAPTION>
                               LESS THEN TWELVE MONTHS     OVER TWELVE MONTHS
                              ------------------------  ------------------------
                                 GROSS                     GROSS
                               UNREALIZED      FAIR      UNREALIZED      FAIR
                                 LOSSES       VALUE        LOSSES        VALUE
                              ------------  ----------  ------------  ----------
<S>                           <C>           <C>         <C>           <C>
DECEMBER 31, 2004:
  U.S. GOVERNMENT AND
   AGENCIES                   $   (43,133)  $4,960,484  $         -   $        -
  MORTGAGE-BACKED SECURITIES      (12,051)     910,222       (3,427)     430,912
                              ------------  ----------  ------------  ----------
   TOTAL DEBT SECURITIES      $   (55,184)  $5,870,706  $    (3,427)  $  430,912
                              ============  ==========  ============  ==========
December 31, 2003:
  U.S. Government and
   agencies                   $   (12,059)  $2,486,250  $         -   $        -
  Mortgage-backed securities       (4,429)     737,981            -            -
                              ------------  ----------  ------------  ----------
   Total debt securities      $   (16,488)  $3,224,231  $         -   $        -
                              ============  ==========  ============  ==========
</TABLE>

          As  management has the ability to hold debt securities until maturity,
          or  the  foreseeable  future  if  classified as available for sale, no
          declines  are  deemed  to  be  other  than  temporary.


                                       12
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE  3.  LOANS

          The composition of loans is summarized as follows:

<TABLE>
<CAPTION>
                                        DECEMBER 31,
                                --------------------------
                                    2004          2003
                                ------------  ------------
<S>                             <C>           <C>
Commercial                      $10,197,000   $ 1,373,000
Real estate - commercial         10,927,000     5,494,000
Real estate - construction        9,297,000     2,356,000
Real estate - mortgage           10,238,000     9,285,000
Consumer installment and other    1,703,532     1,108,648
                                ------------  ------------
                                 42,362,532    19,616,648
Deferred loan fees                  (66,459)      (46,811)
Allowance for loan losses          (538,665)     (271,000)
                                ------------  ------------
Loans, net                      $41,757,408   $19,298,837
                                ============  ============
</TABLE>

          Changes in the allowance for loan losses are as follows:

<TABLE>
<CAPTION>
                                                  DECEMBER 31,
                                              --------------------
                                                 2004       2003
                                              ---------  ---------
<S>                                           <C>        <C>
Balance, beginning of year                    $271,000   $      -
  Provision for loan losses                    302,500    271,000
  Loans charged off                            (34,835)    (5,000)
  Recoveries of loans previously charged off         -      5,000
                                              ---------  ---------
Balance, end of year                          $538,665   $271,000
                                              =========  =========
</TABLE>

          The  following  is a summary of information pertaining to impaired and
          nonaccrual  loans:

<TABLE>
<CAPTION>
                                                               DECEMBER 31,
                                                             ---------------
                                                              2004     2003
                                                             -------  ------
<S>                                                          <C>      <C>
Impaired loans without a valuation allowance                 $22,119  $    -
Impaired loans with a valuation allowance                          -       -
                                                             -------  ------
Total impaired loans                                         $22,119  $    -
                                                             =======  ======
Valuation allowance related to impaired loans                $     -  $    -
Total nonaccrual loans                                       $22,119  $    -
Total loans past due ninety days or more and still accruing  $20,050  $3,000
</TABLE>

<TABLE>
<CAPTION>
                                                              FOR THE YEAR ENDED
                                                                 DECEMBER 31,
                                                              ------------------
                                                                2004      2003
                                                              --------  --------
<S>                                                           <C>       <C>
Average investment in impaired loans                          $ 54,416  $      -
                                                              ========  ========
Interest income recognized on impaired loans                  $      -  $      -
                                                              ========  ========
Interest income recognized on a cash basis on impaired loans  $      -  $      -
                                                              ========  ========
</TABLE>


                                       13
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE  3.  LOANS  (CONTINUED)

          No  additional  funds  are committed to be advanced in connection with
          impaired  loans.

          In  the  ordinary course of business, the Company has granted loans to
          certain  related parties, including directors, executive officers, and
          their affiliates. The interest rates on these loans were substantially
          the  same  as  rates  prevailing  at  the  time of the transaction and
          repayment terms are customary for the type of loan. Changes in related
          party  loans  for  the  year  ended  December 31, 2004 are as follows:

<TABLE>
<CAPTION>
<S>                               <C>
Balance, beginning of year        $  2,377,705
  Advances                           3,838,418
  Repayments                        (2,558,670)
                                  -------------
Balance, end of year              $  3,657,453
                                  =============
</TABLE>

NOTE  4.  PREMISES  AND  EQUIPMENT

          Premises and equipment is summarized as follows:

<TABLE>
<CAPTION>
                                                   DECEMBER 31,
                                             ------------------------
                                                2004         2003
                                             -----------  -----------
<S>                                          <C>          <C>
Land improvements                            $  527,290   $  192,774
Buildings                                     1,966,073    1,513,654
Furniture and equipment                         657,113      490,558
Construction in process (estimated cost to       50,497            -
  complete of $300,000)                          50,497            -
                                             -----------  -----------
                                              3,200,973    2,196,986
Accumulated depreciation                       (153,612)     (15,323)
                                             -----------  -----------
                                             $3,047,361   $2,181,663
                                             ===========  ===========
</TABLE>

          LEASES

          The Company leases the land for its main office banking facility under
          a  noncancelable  operating  lease  agreement.  The term of the ground
          lease is 30 years. The base rental amount is $3,500 per month and will
          increase  annually  based  on the consumer price index. The Company is
          responsible for all utilities, property taxes and routine maintenance.

          The Company also leases various items of equipment under noncancelable
          operating  leases  with  initial  lease  terms  of  36 months with one
          24-month  renewal  option.

          Rental  expense  under  all  operating leases amounted to $139,301 and
          $104,978 for the years ended December 31, 2004 and 2003, respectively.


                                       14
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE  4.  PREMISES  AND  EQUIPMENT  (CONTINUED)

          LEASES  (CONTINUED)

          Future  minimum  lease  payments on noncancelable operating leases are
          summarized  as  follows:

<TABLE>
<CAPTION>
<S>                  <C>
2005                 $   136,236
2006                      73,412
2007                      42,000
2008                      42,000
2009                      42,000
Thereafter               952,500
                     -----------
                     $ 1,288,148
                     ===========
</TABLE>

NOTE  5.  DEPOSITS

          The  aggregate amount of time deposits in denominations of $100,000 or
          more  at  December  31, 2004 and 2003 was $20,089,000 and $11,222,749,
          respectively.  The  scheduled  maturities of time deposits at December
          31,  2004  are  as  follows:

<TABLE>
<CAPTION>
<S>                  <C>
2005                 $23,932,082
2006                   9,375,489
2007                   2,742,190
2008                     829,705
2009                      69,884
                     -----------
                     $36,949,350
                     ===========
</TABLE>

          The  Company  had  brokered  time  deposits  at  December  31, 2004 of
          $1,788,000.

          At  December 31, 2004 and 2003, overdraft demand deposits reclassified
          to  loans  totaled  $7,946  and  $1,802,  respectively.


NOTE  6.  OTHER  BORROWINGS

          Other  borrowings  consist  of  an  overnight  line of credit with the
          Federal  Home Loan Bank collateralized by qualifying real estate loans
          and  the  Company's stock in the Federal Home Loan Bank. There were no
          amounts  outstanding  under  this line of credit at December 31, 2004.


NOTE  7.  EMPLOYEE  AND  DIRECTOR  BENEFITS

          STOCK  OPTIONS

          The  Company  adopted a stock option plan during 2003 which grants key
          employees  options  to purchase shares of common stock of the Company.
          Option prices and terms are determined by a committee appointed by the
          Board  of  Directors. The plan provides for a total of 137,075 options
          to  purchase common shares of the Company. Other pertinent information
          related  to the options for the years ended December 31, 2004 and 2003
          is  as  follows:


                                       15
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE  7.  EMPLOYEE  AND  DIRECTOR  BENEFITS  (CONTINUED)

          STOCK  OPTIONS  (CONTINUED)

<TABLE>
<CAPTION>
                                              2004                2003
                                        -----------------  -------------------
                                                Weighted-           Weighted-
                                                 Average             Average
                                                 Exercise            Exercise
                                        Number    Price     Number    Price
                                        ------  ----------  ------  ----------
<S>                                     <C>     <C>         <C>     <C>
Options outstanding, beginning of year  55,846  $    10.00       -  $        -
  Granted                                    -           -  55,846       10.00
  Exercised                                  -           -       -           -
                                        ------              ------
Options outstanding, end of year        55,846  $    10.00  55,846  $    10.00
                                        ======              ======

Exercisable, end of year                18,615  $    10.00       -  $        -
                                        ======              ======
Weighted-average fair value of options
  granted during the year                       $        -          $     3.61

Weighted-average remaining
  contractual life in years                            8.5                 9.5
</TABLE>

          STOCK  WARRANTS

          In  recognition  of  the efforts and financial risks undertaken by the
          Company's  organizers,  the  Company  granted  each  organizer  an
          opportunity  to  purchase  a  number of shares of the Company's common
          stock.  The  warrants  vest over a three year period from the date the
          Company  first issued its common stock and are exercisable in whole or
          in part during the ten year period following that date, at an exercise
          price  equal  to  $10 per share. The warrants are nontransferable, but
          shares  issued  pursuant  to  the  exercise  of  warrants  will  be
          transferable,  subject  to compliance with applicable securities laws.
          The  Company  first  issued its common stock on January 6, 2003. Other
          pertinent  information  related  to  the  warrants for the years ended
          December  31,  2004  and  2003  is  as  follows:


                                       16
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE  7.  EMPLOYEE  AND  DIRECTOR  BENEFITS  (CONTINUED)

          STOCK  WARRANTS  (CONTINUED)

<TABLE>
<CAPTION>
                                                2004                2003
                                         -------------------  -------------------
                                                  Weighted-            Weighted-
                                                   Average              Average
                                                   Exercise             Exercise
                                         Number     Price     Number     Price
                                         -------  ----------  -------  ----------
<S>                                      <C>      <C>         <C>      <C>
Warrants outstanding, beginning of year  220,156  $    10.00        -  $        -
  Granted                                      -           -  220,156       10.00
  Exercised                                    -           -        -           -
                                         -------              -------
Warrants outstanding, end of year        220,156  $    10.00  220,156  $    10.00
                                         =======              =======

Exercisable, end of year                  73,385  $    10.00        -  $        -
                                         =======              =======
Weighted-average fair value of warrants
  granted during the year                         $        -           $     3.61

Weighted-average remaining
  contractual life in years                              8.0                  9.0
</TABLE>

          Information pertaining to options and warrants outstanding at December
          31,  2004  is  as  follows:

<TABLE>
<CAPTION>
                           OPTIONS AND WARRANTS         OPTIONS AND WARRANTS
                               OUTSTANDING                  EXERCISABLE
                 ------------------------------------  ------------------------
                               WEIGHTED-
                               AVERAGE      WEIGHTED-                WEIGHTED-
                               EMAINING     AVERAGE                    AVERAGE
   RANGE OF         NUMBER   CONTRACTUAL    EXERCISE     NUMBER       EXERCISE
EXERCISE PRICES  OUTSTANDING     LIFE        PRICE     EXERCISABLE      PRICE
---------------  ----------- -----------   ----------  ------------  ----------
<S>               <C>          <C>   <C>   <C>           <C>     <C>     <C>
  10.00            276,002       8.25       $ 10.00      92,000         $10.00
</TABLE>

<TABLE>
<CAPTION>
                         2004      2003
                      ---------  ---------
<S>                   <C>        <C>
Dividend yield           N/A           0%
Expected life            N/A     10 years
Expected volatility      N/A           0%
Risk-free interest rate  N/A        4.55%
</TABLE>

          PROFIT  SHARING  PLAN

          The Company sponsors a Simple IRA Profit Sharing Plan available to all
          eligible  employees,  subject  to  certain  minimum  age  and  service
          requirements.  Contributions  charged  to expense were $16,680 and $ -
          for  the  years  ended  December  31,  2004  and  2003,  respectively.


                                       17
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE  8.  INCOME  TAXES

          Income  taxes  consists  of  the  following:

<TABLE>
<CAPTION>
                              YEARS ENDED DECEMBER 31,
                              ------------------------
                                  2004        2003
                               ----------  ----------
<S>                            <C>         <C>
Current                        $(215,580)  $(460,312)
Deferred                          21,581       8,850
Change in valuation allowance    193,999     451,462
                               ----------  ----------
      Income taxes             $       -   $       -
                               ==========  ==========
</TABLE>

          The Company's income tax differs from the amounts computed by applying
          the  federal income tax statutory rates to loss before income taxes. A
          reconciliation  of  the  differences  is  as  follows:

<TABLE>
<CAPTION>
                                                    YEARS ENDED DECEMBER 31,
                                                    ------------------------
                                                        2004         2003
                                                     ----------  ----------
<S>                                                  <C>
Income tax (benefit) at federal statutory rate       $(171,986)  $(405,278)
  State tax (benefit)                                  (22,509)    (46,665)
  Other                                                    496         481
  Change in valuation allowance                        193,999     451,462
                                                     ----------  ----------
Income taxes                                         $       -   $       -
                                                     ==========  ==========
</TABLE>

          The components of deferred income taxes are as follows:

<TABLE>
<CAPTION>
                                           DECEMBER 31,
                                      ----------------------
                                         2004        2003
                                      ----------  ----------
Deferred income tax assets:<S>        <C>         <C>
  Loan loss reserves                  $ 126,548      32,224
  Preopening and organization expenses   94,721     139,107
  Net operating loss carryforward       721,806     506,227
  Securities available for sale          20,242       2,590
  Deferred fees                          25,079      17,664
  Contributions                           2,380       2,022
                                      ----------  ----------
                                        990,776     699,834

Valuation allowance                    (894,670)   (683,020)
                                      ----------  ----------
                                         96,106      16,814
                                      ----------  ----------

Deferred income tax liabilities:
  Depreciation                           96,106      16,814
                                      ----------  ----------
                                         96,106      16,814
                                      ----------  ----------
Net deferred income taxes             $       -   $       -
                                      ==========  ==========
</TABLE>

          At  December  31,  2004,  the Company has available net operating loss
          carryforwards  of  approximately  $1,921,593  for  federal  income tax
          purposes.  If unused, the carryforwards will expire beginning in 2023.


                                       18
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE  9.  COMMITMENTS  AND  CONTINGENCIES

          LOAN  COMMITMENTS

          The Company is a party to financial instruments with off-balance sheet
          risk  in  the normal course of business to meet the financing needs of
          its  customers.  These  financial  instruments  include commitments to
          extend credit and standby letters of credit. Such commitments involve,
          to  varying degrees, elements of credit risk and interest rate risk in
          excess  of  the  amount  recognized  in  the  balance  sheets.

          The  Company's  exposure to credit loss in the event of nonperformance
          by  the  other  party  to  the financial instrument for commitments to
          extend  credit  and  standby  letters  of credit is represented by the
          contractual  amount  of  those  instruments. The Company uses the same
          credit  policies in making commitments as it does for on-balance sheet
          instruments.  A  summary  of  the Company's commitments is as follows:

<TABLE>
<CAPTION>
                                     DECEMBER 31,
                               ----------------------
                                  2004        2003
                               ----------------------
<S>                            <C>         <C>
Commitments to extend credit   $5,984,000  $4,558,000
Performance letters of credit      55,000      55,000
                               ----------  ----------
                               $6,039,000  $4,613,000
                               ==========  ==========
</TABLE>

          Commitments  to  extend credit are agreements to lend to a customer as
          long  as  there  is  no  violation of any condition established in the
          contract. Since many of the commitments are expected to expire without
          being  drawn  upon,  the  total  commitment amounts do not necessarily
          represent  future  cash  requirements.

          Letters of credit are conditional commitments issued by the Company to
          guarantee  the  performance  of  a  customer  to  a third party. Those
          letters  of  credit are primarily issued to support public and private
          borrowing arrangements. The credit risk involved in issuing letters of
          credit  is essentially the same as that involved in extending loans to
          customers. Collateral is required in instances which the Company deems
          necessary.

          At  December  31,  2004  and  2003, the carrying amount of liabilities
          related to the Company's obligation to perform under financial standby
          letters of credit was insignificant. The Company has not been required
          to perform on any financial standby letters of credit, and the Company
          has not incurred any losses on financial standby letters of credit for
          the  years  ended  December  31,  2004  and  2003.

          CONTINGENCIES

          In  the  normal course of business, the Company is involved in various
          legal  proceedings.  In  the  opinion  of  management,  any  liability
          resulting  from  such  proceedings would not have a material effect on
          the  Company's  financial  statements.


                                       19
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 10.  CONCENTRATIONS  OF  CREDIT

          The  Company originates primarily commercial, residential and consumer
          loans  to  customers  in  Union  County  and surrounding counties. The
          ability  of  the  majority  of  the Company's customers to honor their
          contractual  loan  obligations  is  dependent  on the economy in these
          areas.  Seventy-two percent of the Company's loan portfolio is secured
          by  real  estate,  of  which  a substantial portion is secured by real
          estate  in  the  Company's  market  area.

          The  Company,  as a matter of policy, does not generally extend credit
          to  any single borrower or group of related borrowers in excess of 25%
          of  the  lesser  of  statutory  capital  or  net assets as defined, or
          approximately  $1,600,000.

NOTE 11.  REGULATORY MATTERS

          The Bank is subject to certain restrictions on the amount of dividends
          that  may  be  declared without prior regulatory approval. At December
          31,  2004, no dividends could be declared without regulatory approval.

          The  Bank  is  also subject to various regulatory capital requirements
          administered  by the federal banking agencies. Failure to meet minimum
          capital  requirements  can  initiate  certain  mandatory, and possibly
          additional  discretionary  actions  by regulators that, if undertaken,
          could have a direct material effect on the financial statements. Under
          capital  adequacy  guidelines  and the regulatory framework for prompt
          corrective action, the Bank must meet specific capital guidelines that
          involve  quantitative  measures of the assets, liabilities and certain
          off-balance  sheet  items  as  calculated  under regulatory accounting
          practices.  The  Bank's  capital  amounts  and classification are also
          subject  to  qualitative judgments by the regulators about components,
          risk  weightings  and  other  factors.

          Quantitative  measures  established  by  regulation  to ensure capital
          adequacy  require  the  Bank to maintain minimum amounts and ratios of
          Total  and  Tier I capital to risk-weighted assets, as defined, and of
          Tier  I capital to average assets, as defined. Management believes, as
          of  December  31, 2004, the Bank met all capital adequacy requirements
          to  which  it  is  subject.

          As of December 31, 2004, the most recent notification from the Federal
          Deposit Insurance Corporation categorized the Bank as well capitalized
          under  the  regulatory  framework  for prompt corrective action. To be
          categorized  as well capitalized, the Bank must maintain minimum Total
          risk-based,  Tier I risk-based and Tier I leverage ratios as set forth
          in  the  following table. There are no conditions or events since that
          notification  that  management  believes  have  changed  the  Bank's
          category.

<TABLE>
<CAPTION>
                                                                                   TO BE WELL
                                                              FOR CAPITAL      CAPITALIZED UNDER
                                                                ADEQUACY       PROMPT CORRECTIVE
                                                ACTUAL          PURPOSES       ACTION PROVISIONS
                                           ---------------  ---------------  ----------------------
                                           AMOUNT   RATIO   AMOUNT   RATIO     AMOUNT      RATIO
                                           -------  ------  -------  ------  ----------  ----------
                                                            (DOLLARS IN THOUSANDS)
                                           --------------------------------------------------------
<S>                                        <C>      <C>     <C>      <C>     <C>         <C>
DECEMBER 31, 2004:
  TOTAL CAPITAL TO RISK WEIGHTED ASSETS    $ 7,047  16.13%  $ 3,496      8%  $    4,370         10%
  TIER I CAPITAL TO RISK WEIGHTED ASSETS   $ 6,508  14.89%  $ 1,748      4%  $    2,622          6%
  TIER I CAPITAL TO AVERAGE ASSETS         $ 6,508  12.05%  $ 2,161      4%  $    2,701          5%
</TABLE>


                                       20
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE  11. REGULATORY  MATTERS  (CONTINUED)

<TABLE>
<CAPTION>
                                                                                   TO BE WELL
                                                               FOR CAPITAL     CAPITALIZED UNDER
                                                                ADEQUACY       PROMPT CORRECTIVE
                                                ACTUAL          PURPOSES       ACTION PROVISIONS
                                           ---------------  ---------------  ----------------------
                                           AMOUNT   RATIO   AMOUNT   RATIO   AMOUNT    RATIO
                                           -------  ------  -------  ------  ----------  ----------
                                                             (DOLLARS IN THOUSANDS)
                                           --------------------------------------------------------
<S>                                        <C>      <C>     <C>      <C>     <C>         <C>
December 31, 2003:
  Total Capital to Risk Weighted Assets    $ 6,742  27.41%  $ 1,968      8%  $    2,460         10%
  Tier I Capital to Risk Weighted Assets   $ 6,471  26.31%  $   984      4%  $    1,476          6%
  Tier I Capital to Average Assets         $ 6,471  17.35%  $ 1,492      4%  $    1,865          5%
</TABLE>


NOTE 12.  FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS

          The  fair  value  of a financial instrument is the current amount that
          would  be  exchanged  between  willing parties, other than in a forced
          liquidation.  Fair  value  is best determined based upon quoted market
          prices.  However, in many instances, there are no quoted market prices
          for the Company's various financial instruments. In cases where quoted
          market  prices  are  not available, fair values are based on estimates
          using  present  value  or other valuation techniques. Those techniques
          are  significantly  affected  by  the  assumptions used, including the
          discount  rate  and  estimates  of future cash flows. Accordingly, the
          fair value estimates may not be realized in an immediate settlement of
          the  instrument. FASB Statement No. 107, Disclosures about Fair Values
          of  Financial  Instruments, excludes certain financial instruments and
          all  nonfinancial  instruments  from  its  disclosure  requirements.
          Accordingly,  the  aggregate  fair  value  amounts  presented  may not
          necessarily  represent  the  underlying  fair  value  of  the Company.

          The  following  methods  and  assumptions  were used by the Company in
          estimating  fair  value  disclosures  for  financial  instruments.

          CASH,  DUE  FROM BANKS AND FEDERAL FUNDS SOLD: The carrying amounts of
          cash,  due  from banks, and federal funds sold approximate fair value.

          SECURITIES:  Fair  values  for  securities  are based on quoted market
          prices.  The carrying amount of equity securities with no determinable
          fair  value  approximates  fair  value.

          LOANS:  For  variable-rate  loans  that reprice frequently and have no
          significant  change  in credit risk, fair values are based on carrying
          values.  For  other  loans,  the  fair  values  are  estimated  using
          discounted  cash  flow  analyses, using interest rates currently being
          offered  for loans with similar terms to borrowers with similar credit
          quality.

          DEPOSITS:  The  carrying amounts of demand deposits, savings deposits,
          and  variable-rate  certificates  of  deposit  approximate  their fair
          values.  Fair  values  for  fixed-rate  certificates  of  deposit  are
          estimated  using  a  discounted  cash  flow  calculation  that applies
          interest  rates  currently being offered on certificates to a schedule
          of  aggregated  expected  monthly  maturities  on  time  deposits.

          ACCRUED INTEREST: The carrying amounts of accrued interest approximate
          their  fair  values.


                                       21
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 12.  FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS  (CONTINUED)

          OFF-BALANCE  SHEET  INSTRUMENTS:  Fair  values  of  the  Company's
          off-balance  sheet  financial  instruments are based on fees currently
          charged  to  enter  into similar agreements. Since the majority of the
          Company's  other  off-balance  sheet  instruments  consist  of
          nonfee-producing,  variable-rate  commitments,  the  Company  has
          determined  they  do  not  have  a  distinguishable  fair  value.

          The  carrying  amounts  and  estimated  fair  values  of the Company's
          financial  instruments  are  as  follows:

<TABLE>
<CAPTION>
                                                   DECEMBER 31,
                               --------------------------------------------------
                                          2004                     2003
                               ------------------------  ------------------------
                                  CARRYING       FAIR       Carrying     Fair
                                   AMOUNT        VALUE       Amount      Value
                               -----------  -----------  -----------  -----------
<S>                              <C>          <C>          <C>          <C>
Financial assets:
  Cash, due from banks,
    and federal funds sold     $ 2,750,205  $ 2,750,205  $ 8,419,325  $ 8,419,325
  Securities available for sale  6,616,962    6,616,962    7,744,671    7,744,671
  Restricted equity securities      75,700       75,700            -            -
  Loans, net                    41,757,408   42,144,941   19,298,837   19,976,436
  Accrued interest receivable      271,477      271,477      141,584      141,584

Financial liabilities:
  Deposits                      47,779,966   48,073,811   30,505,705   30,694,280
  Accrued interest payable          90,090       90,090       72,567       72,567
</TABLE>


NOTE 13.  SUPPLEMENTAL  FINANCIAL  DATA

          Components  of  other  operating  expenses  in  excess  of 1% of total
          revenue  are  as  follows:

<TABLE>
<CAPTION>
                                                     Years Ended December 31,
                                                    --------------------------
                                                        2004          2003
                                                    ------------  ------------
<S>                                                 <C>           <C>
Other expenses:
   Advertising, promotion and business development  $     58,149  $    127,710
   Printing and office supplies                           57,228        63,457
   Data processing                                       129,106        63,461
   Legal and professional                                 91,494       124,606
   Telephone                                              33,088        36,137
   Other consulting services                              29,389        20,413
   Visa debit and credit card fees                        71,202        25,385
</TABLE>


                                       22
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 14.  PARENT  COMPANY  FINANCIAL  INFORMATION

          The  following  information  presents  the condensed balance sheets of
          Seasons  Bancshares,  Inc.  as  of  December 31, 2004 and 2003 and the
          condensed  statements  of operations and cash flows for the years then
          ended.

<TABLE>
<CAPTION>
                            CONDENSED BALANCE SHEETS

                                                 2004         2003
                                              ----------  ------------
<S>                                           <C>         <C>
ASSETS
  Cash                                        $  155,046  $   697,357
  Investment in subsidiary                     6,454,478    6,464,459
                                              ----------  ------------
    TOTAL ASSETS                              $6,609,524  $ 7,161,816
                                              ==========  ============
  STOCKHOLDERS' EQUITY                        $6,609,524  $ 7,161,816
                                              ==========  ============

                       CONDENSED STATEMENTS OF OPERATIONS

                                                  2004         2003
                                              ----------  ------------

EXPENSES, OTHER                               $  42,311   $    16,032
                                              ----------  ------------
    LOSS BEFORE LOSSES OF SUBSIDIARY            (42,311)      (16,032)

EQUITY IN UNDISTRIBUTED LOSSES OF SUBSIDIARY   (463,530)   (1,175,962)
                                              ----------  ------------
    NET LOSS                                  $(505,841)  $(1,191,994)
                                              ==========  ============
</TABLE>


                                       23
<PAGE>
<TABLE>
<CAPTION>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 14.  PARENT COMPANY FINANCIAL INFORMATION (CONTINUED)


                       CONDENSED STATEMENTS OF CASH FLOWS

                                                                     2004         2003
                                                                  ----------  ------------
<S>                                                               <C>         <C>
OPERATING ACTIVITIES
  Net loss                                                        $(505,841)  $(1,191,994)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
    Equity in undistributed losses of subsidiary                    463,530     1,175,962
    Net other operating activities                                        -       (25,548)
                                                                  ----------  ------------

      NET CASH USED IN OPERATING ACTIVITIES                         (42,311)      (41,580)
                                                                  ----------  ------------

INVESTING ACTIVITIES
  Investment in common stock of subsidiary                         (500,000)   (8,250,000)
  Transfer of preopening expenses to subsidiary                           -       602,762
  Transfer of premises, equipment and other assets to subsidiary          -        10,532
                                                                  ----------  ------------

      NET CASH USED IN INVESTING ACTIVITIES                        (500,000)   (7,636,706)
                                                                  ----------  ------------

FINANCING ACTIVITIES
  Proceeds from sale of common stock                                      -     9,138,330
  Stock offering costs                                                    -       (18,806)
  Proceeds from other borrowings                                          -         4,500
  Repayment of other borrowings                                           -      (699,359)
  Repayment of organizer advances                                         -       (50,000)
                                                                  ----------  ------------

      NET CASH PROVIDED BY FINANCING ACTIVITIES                           -     8,374,665
                                                                  ----------  ------------

Net increase (decrease) in cash                                    (542,311)      696,379

Cash at beginning of year                                           697,357           978
                                                                  ----------  ------------

Cash at end of year                                               $ 155,046   $   697,357
                                                                  ==========  ============
</TABLE>


                                       24