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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
                     THE SECURITIES AND EXCHANGE ACT OF 1934

                   For the Fiscal Year ended December 31, 2003

                          Commission File No. 333-4984

                                PCB BANCORP, INC.
             (Exact Name of Registrant as Specified in its Charter)

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<S>                                                 <C>
                     Tennessee                                      62-1641671
(State or other jurisdiction of incorporation)      (I.R.S. Employer Identification Number)

    300 Sunset Dr.: Johnson City, Tennessee                             37604
       (Address of Principal Executive Office)                       (Zip Code)
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                                 (423) 915-2200
                 (Issuer's Telephone Number Including Area Code)


      Securities Registered Pursuant to Section 12(b) or 12(g) of the Act:
                                      None

Indicate by the check mark whether the Issuer: (1) has filed all reports
required 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 registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                             Yes   X                No

Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB

                             Yes   X                No

      State issuer's revenues for its most recent fiscal year:
                                  $10,482,930

The aggregate market value of the issuer's voting stock held by non-affiliates,
computed by reference to the price at which the stock was sold as of December
31, 2003 (the last day on which a trade occurred of which the Company is aware),
is $22,573,040 for 564,326 shares, at an estimated $40.00 per share.

   Outstanding shares of the issuer's common stock as of March 24, 2004: 846,000

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PART I

ITEM 1. DESCRIPTION OF BUSINESS

General

         PCB Bancorp, Inc. (the "Company" or "PCB") is a registered bank holding
company which was incorporated under Tennessee law in May 1996. The Company's
activities are conducted through its wholly-owned subsidiary, People's Community
Bank (the "Bank"), a Tennessee state bank which began business in December 1995.
The Bank was acquired by the Company in a tax-free share exchange in October of
1996, and after eight years of operations, on December 31, 2003, the Bank had
grown to total assets of approximately $172,317,000.

         The Bank's primary trade area is Johnson City, Tennessee, which had a
population of 55,000 according to the 2000 Census. Current population is
estimated to be 57,000 as of December 31, 2003. The Loan Production Office in
Kingsport, Tennessee evolved into a branch operation in April of 2003. The Bank
has also expanded its business into Fall Branch, Tennessee and project to open
another branch in Piney Flats in early 2004.

         At the present time, the Bank operates a full service banking business
through it main office and branch locations in Johnson City, a branch location
in Fall Branch, and a branch location in Kingsport. The Bank provides such
customary banking services as checking and savings accounts, various other types
of time deposits, safe deposit facilities and money transfers. It also finances
commercial transactions, makes secured and unsecured loans, and provides other
financial services to its customers. The Bank is not authorized to provide trust
services.

         The Bank considers its primary market for loans and deposits to be
individuals, small-to-medium size businesses and professionals in the Johnson
City-Kingsport metropolitan areas in Tennessee. The Bank is actively soliciting
business in this target market and considers the potential growth opportunities
to be favorable. No material portion of the Bank's deposits have been obtained
from any single person or group of persons.

         The Bank is subject to the regulatory authority of the Department of
Financial Institutions of the State of Tennessee and the Federal Deposit
Insurance Corporation ("FDIC").

         The Bank has approximately 58 full-time employees (excluding
maintenance employees) as of December 31, 2003.

Competition

         Competition for consumer demand and savings deposits is quite intense
in Washington County. Such competition is heightened by the fact that Tennessee
law now permits any bank or savings institution located in Tennessee to branch
in any county in Tennessee. The Bank currently competes primarily in the
Washington County area with ten commercial banks and two savings institutions.
The Bank also competes generally with insurance companies, credit unions, and
other financial institutions, and institutions which have expanded into the
quasi-financial market, including some institutions that are much larger than
the Bank. Many of the institutions with which the Bank competes have been
located in Washington County for many years and have much greater resources and
deposit strength, as well as offering services such as securities investing and
trust services which the Bank does not provide to its customers.

Loans

         Various types of secured and unsecured commercial, consumer and real
estate loans are offered by the Bank. The Bank's current policy is to make loans
mainly to borrowers who maintain depository relationships with the Bank or
reside or work in the Bank's market areas. Real estate loans usually are made
only when such loans are secured by real property located in Washington County.
In addition, the Bank purchases finance contracts for motor vehicles.

         The Bank provides each lending officer with written loan guidelines.
Lending authority is delegated by the Board of Directors to loan officers, each
of who has limited authority to extend secured and unsecured credit. Any

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credit in excess of $1,000,000 must have the approval of the Board of Directors
(the "Loan Committee"), which consists of both management and non-management
directors of the Bank.

Loan Review

         The Bank continually reviews its loan portfolio to determine
deficiencies and the corrective actions to be taken. The Bank grades its loans
with respect to quality and risk and requires each loan officer to assign a
grade when a loan is booked and to review loan grades annually. During 2000, the
Bank changed from an external review of loans to adding an experienced loan
review officer who is responsible for loan review. The Bank's loan review
officer does not have loan origination responsibilities and conducts reviews of
all borrowers with aggregate indebtedness in excess of $100,000. During 2003
approximately 62% of the dollar amount of the Bank's loan portfolio was reviewed
by loan review. The Bank's loan review officer advises as to the quality,
structure and renewability of the loans and assigns each loan grade. An internal
loan officer committee reviews past due loans and technical exceptions at least
weekly, and the Loan Committee reviews a summary report of such loans monthly.

Investment Policy

         The Bank's general investment portfolio policy is to provide maximum
safety of funds invested to insure solvency and to balance risk taken in other
areas of funds management, to provide sufficient liquidity, to provide maximum
return on funds invested, to meet basic pledging requirements and to comply with
all laws and regulations. Both the Bank's Asset/Liability Committee and the
Board of Directors review this policy from time to time. Individual
transactions, portfolio composition and performance are reviewed and approved
monthly by the Board of Directors or a committee thereof. The CEO of the Bank
implements the policy and reports to the full Board of Directors on a monthly
basis information as to maturities, sales, purchases, resultant gains or losses,
average maturity, federal taxable equivalent yields and appreciation or
depreciation by investment category.

Monetary Policies

         The result of operations of the Bank and the Company are affected by
credit policies of monetary authorities, particularly the Federal Reserve Board.
The instruments of monetary policy employed by the Federal Reserve Board include
open market operations in U.S. government securities, changes in the discount
rate on bank borrowings and changes in reserve requirements against bank
deposits. In view of changing conditions in the national economy and in the
money markets, as well as the effects of actions by monetary and fiscal
authorities, including the Federal Reserve Board, no prediction can be made as
to possible future changes in interest rates, deposit levels, loan demand or the
effect of such matters on the business and earnings of the Company.

Personnel

         At December 31, 2003, the Company had approximately 58 full-time
equivalent employees. The Company is not a party to any collective bargaining
agreement and believes that its employee relations generally are good.

         In order to accommodate growth during the course of 2003, the Bank
increased in its number of officers. In February of 2003 a dedicated Human
Resource Officer position was established and Theresa Billings was promoted to
fill this position. In November, Anita Dorton was hired as Branch Manager of the
Piney Flats, Tennessee Branch which opened on Mar 22, 2004.

Supervision and Regulation

         The Company and the Bank are subject to extensive regulation under
state and federal statutes and regulations. The discussion in this section,
which briefly summarizes certain of such statutes, does not purport to be
complete, and is qualified in its entirety by reference to such statutes. Other
state and federal legislation and regulations directly and indirectly affecting
banks and other financial institutions likely are to be enacted or implemented
in the future; however, such legislation and regulations and their effect on the
business of the Company and the Bank cannot be predicted.

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PCB Bancorp, Inc.

         The Company is a bank holding company subject to the supervision of the
Board of Governors of the Federal Reserve System (the "Federal Reserve Board")
under the Bank Holding Company Act of 1956, as amended. As a bank holding
company, the Company is required to file annual reports with, and is subject to
examination by the Federal Reserve Board.

People's Community Bank.

         The Bank is incorporated under the banking laws of the State of
Tennessee, and as such, it is subject to the provisions of the Tennessee Banking
Act and the supervision of and the regular examination by the Tennessee
Department of Financial Institutions (the "Department"). The Bank is a member of
the FDIC and, therefore, also is subject to the provisions of the Federal
Deposit Insurance Act and to supervision and examination by the FDIC.

         Capital. The Federal Reserve Board and the FDIC have adopted final
risk-based capital guidelines for bank holding companies. The minimum guidelines
for the ratio of total capital ("Total Capital") to risk weighted assets
(including certain off-balance sheet activities, such as standby letters of
credit) is 8.00%. At least half of the Total Capital must be composed of "Tier 1
or core capital," which consists of common stockholders' equity, minority
interests in the equity accounts of consolidated subsidiaries non-cumulative
perpetual preferred stock, less goodwill ("Tier 1 Capital"). The remainder, Tier
2 Capital, may consist of subordinated debt, other preferred stock, and a
limited amount of loan loss reserves. At December 31, 2003, the Company's
risk-based Tier 1 Capital and risk-based Total Capital ratios were 10.1% and
11.5%, respectively. At December 31, 2002, the Company's risk-based Tier 1
Capital and risk-based Total Capital ratios were 9.6% and 10.8%, respectively.

         In addition, the Federal Reserve Board has established minimum leverage
ratio guidelines for bank holding companies. These guidelines provide for a
minimum leverage ratio (Tier 1 Capital to total assets, less goodwill) of 4% to
5% for most bank holding companies. The Company's leverage ratio at December 31,
2003 was 7.7% and at December 31, 2002 was 7.8%.

         Failure to meet FDIC capital requirements can subject an FDIC-insured
state bank to a variety of enforcement remedies, including issuance of a capital
directive, termination of deposit insurance and a prohibition on the taking of
brokered deposits. Substantial additional restrictions can be imposed under the
"prompt corrective action" regulations, as described below.

         Payment of Dividends. The Company is a legal entity separate and
distinct from the Bank. The principal source of the Company's revenues, however,
is from dividends declared by the Bank. Under Tennessee law, the Bank can only
pay dividends out of its undivided profits, which at December 31, 2003 were
approximately $3,625,075. This amount will be increased by the Bank's net
earnings and decreased by any losses. The Bank's ability to pay dividends also
may depend on its ability to meet minimum capital levels established from time
to time by FDIC. Under such regulations, FDIC-insured state banks are prohibited
from paying dividends, making other distributions or paying any management fee
to a parent if, after such payment, the Bank would fail to have a risk-based
Total Capital ratio of 8% and a Tier 1 leverage capital ratio of 4%. In 2003,
the Bank paid a dividend of $335,880 to the Company to pay stockholder
dividends.

         Under Tennessee law, the Company may pay common stock dividends if,
after giving effect to the dividends, the Company can pay its debts as they
become due in the ordinary course of business and the Company's total assets
exceed its total liabilities. The payment of dividends by the Company also may
be affected or limited by certain factors, such as the requirements to maintain
adequate capital above regulatory guidelines. In addition, if, in the opinion of
the applicable regulatory authority, a bank holding company or a bank under its
jurisdiction is engaged in or is about to engage in an unsafe or unsound
practice (which, depending on the financial condition of the bank, could include
the payment of dividends), such authority may take supervisory actions to
prevent such action, including a cease and desist order prohibiting such
practice. In 2003, the Company paid quarterly dividends equivalent to $.10 per
outstanding share.

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         The Company's Support of the Bank. Under the Federal Reserve Board
policy, the Company is expected to act as a source of financial strength and to
commit resources to the Bank. Such support may be required at times when, absent
such Federal Reserve Board policy, the Company may not be inclined to provide
it.

         Under the Financial Institutions Reform, Recovery, and Enforcement Act
of 1989 ("FIRREA"), a depository institution insured by the FDIC can be held
liable for any loss incurred by, or reasonably expected to be incurred by, the
FDIC in connection with (I) the default of a commonly controlled FDIC-insured
depository institution or (II) any assistance provided by the FDIC to any
commonly controlled FDIC-insured depository institution "in danger of default."
"Default" is defined generally as the appointment of a conservator or receiver
and "in danger of default" is defined generally as the existence of certain
conditions indicating that a default is likely to occur in the absence of
regulatory assistance.

         Any capital loans by a bank holding company to any of its subsidiary
banks are subordinate in right or payment to deposits and to certain other
indebtedness of such subsidiary banks. In the event of a bank holding company's
bankruptcy, any commitment by the bank holding company to a federal bank
regulatory agency to maintain the capital of a subsidiary bank must be assumed
by the bankruptcy trustee and entitled to a priority of payment over certain
other creditors.

Prompt Corrective Action

         The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA") requires the Federal banking regulators to assign to each insured
institution one of five capital categories ("well-capitalized", "adequately
capitalized" or one of three under-capitalized categories) and to take
progressively more restrictive regulatory actions depending upon the assigned
category. Under the "prompt corrective action" regulations adopted pursuant to
FDICIA, in order to be considered "adequately capitalized", national banks must
have a risk-based Tier 1 Capital ratio of at least 4%, a risk-based Total
Capital ratio of 8% and a Tier 1 leveraged capital ratio of at least 4%.
Well-capitalized institutions are those which have a risk-based Tier 1 Capital
ratio above 6%, a risk-based Total Capital ratio above 10% and a Tier 1
leveraged capital ratio above 5%, and which are not subject to a written
agreement, order or capital directive to maintain capital at a specific level.
The Bank is considered a "well-capitalized" institution under these definitions.

All institutions, regardless of their capital levels, are restricted from making
any capital distribution or paying any management fees that would cause the
institution to fail to satisfy the minimum levels to be considered adequately
capitalized. An institution that fails to meet the minimum level for any
relevant capital measure (an "undercapitalized institution") is: (I) subject to
increased monitoring by the appropriate federal banking regulator, (II) required
to submit an acceptable capital restoration plan within 45 days, (III) subject
to asset growth limits, and (IV) required to obtain prior regulatory approval
for acquisitions, branching, and new lines of business. The capital restoration
plan must include a guarantee by the institution's holding company that the
institution will comply with the plan until it has been adequately capitalized
on average for four consecutive quarters. Pursuant to the guarantee, the
institution's holding company would be liable up to the lesser of 5% of the
institutions total assets or the amount necessary to bring the institution into
capital compliance as of the date it failed to comply with its capital
restoration plan. If the controlling bank holding company fails to fulfill its
obligations under the Federal Bankruptcy Code, the appropriate federal banking
regulator could have a claim as a general creditor of the bank holding company,
and, if the guarantee were deemed to be a commitment to maintain capital under
the Federal Bankruptcy Code, the claim would be entitled to priority in such
bankruptcy proceeding over third-party creditors and shareholders of the bank
holding company.

         The bank regulatory agencies have discretionary authority to reclassify
well-capitalized institutions as adequately capitalized or to impose on
adequately capitalized institutions requirements or actions specified for
undercapitalized institutions if the agency determines after notice and an
opportunity for hearing that the institution is in an unsafe or unsound
condition or is engaging in an unsafe or unsound practice, which can consist of
the receipt of an unsatisfactory examination rating if the deficiencies cited
are not corrected. A significantly undercapitalized institution, as well as any
restoration plan, may be subject to regulatory demands for recapitalization,
broader applications of restrictions on transactions with affiliates,
limitations on interest rates paid on deposits, asset growth and other
activities, possible placement of directors and officers, and restrictions on
capital distributions by any bank holding company controlling the institution.
Any company controlling the institution could also be required to divest

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the institution or the institution could be required to divest subsidiaries. The
senior executive officers of a significantly undercapitalized institution may
not receive bonuses or increases in compensation without prior approval and the
institution is prohibited from making payments of principal or interest on its
subordinated debt. If an institution's ratio of tangible capital to total assets
falls below a level established by the appropriate federal banking regulator
(the "Critical capital level"), which may not be less than 2% nor more than 65%
of the minimum tangible capital level otherwise required, the institution will
be subject to conservatorship or receivership within 90 days unless periodic
determinations are made that forbearance from such action would better protect
the deposit insurance fund. Unless appropriate findings and certifications are
made by the appropriate federal bank regulatory agencies, a critically
undercapitalized institution must be placed in receivership if it remains
critically undercapitalized on average during the calendar quarter beginning 270
days after the date it became critically undercapitalized.

         Acquisition and Expansion. The Bank Holding Company Act requires any
bank holding company to obtain the prior approval of the Federal Reserve Board
before it may acquire substantially all the assets of any bank, or ownership or
control of any voting shares of any bank, if, after acquiring such shares, it
would own or control directly or indirectly, more than 5% of the voting shares
of such bank. Effective September 29, 1995, the Tennessee Bank Structure Act of
1974 was amended to, among other things, prohibit (subject to certain
exceptions) a bank holding company from acquiring a bank for which the home
state is Tennessee if, upon consummation, the company would directly or
indirectly control 30% or more of the total deposits in insured depository
institutions in Tennessee. As of December 31, 2003, the Company estimates it
held less than 1% of such deposits. Subject to certain exceptions, the Tennessee
Bank Structure Act prohibits a bank holding company from acquiring a bank in
Tennessee, which has been in operation for less than five years. Tennessee banks
may open additional branches in any county in the state.

         The Reigle-Neal Interstate Banking and Branching Efficiency Act of 1994
(the "IBBEA") authorizes interstate acquisitions of banks and bank holding
companies without geographic limitation beginning one year after enactment. In
addition, beginning June 1, 1997, a bank may merge with a bank in another state
as long as neither of the states has opted out of interstate branching between
the date of enactment of the IBBEA and May 31, 1997. The IBBEA further provides
that states may enact laws permitting interstate merger transactions prior to
June 1, 1997. A bank may establish and operate a de novo branch in a state in
which the bank does not maintain a branch if that state expressly permits de
novo branching. Once a bank has established branches in a state through an
interstate merger transaction, the bank may establish and acquire additional
branches at any location in the state where any bank involved in the interstate
merger transaction could have established or acquired branches under applicable
federal or state law. A bank that has established a branch in a state through de
novo branching may establish and acquire additional branches in such state in
the same manner and to the same extent as a bank having a branch in such state
as a result of an interstate merger. If a state opts out of interstate branching
within the specified time period, no bank in any other state may establish a
branch in the opting out of state, whether through an acquisition or de novo.
Tennessee law allows banks and bank holding companies in any state to acquire
banks and bank holding companies in Tennessee provided that the state in which
such acquirer is headquartered also permits Tennessee banks and bank holding
companies to acquire banks and bank holding companies in that state.
Acquisitions of banks or bank holding companies in Tennessee require the
approval of the Commissioner of Financial Institutions.

         The Bank Holding Company Act also prohibits a bank holding company,
with certain exceptions, from acquiring more than 5% of the voting shares of any
company that is not a bank and from engaging in any business other than banking
or managing or controlling banks. The Federal Reserve Board is authorized to
approve ownership of shares by a bank holding company in any company, the
activities of which the Federal Reserve Board has determined to be so closely
related to banking or to managing or controlling banks as to be a proper
incident thereto. Certain activities have been found to be closely related to
banking by Federal Reserve Board regulations, including operating a trust
company, a mortgage company, finance company or factoring company, performing
data processing operations, providing investment advice, and engaging in certain
kinds of credit-related insurance activities.

         FDIC Insurance Assessments; DIFA. The FDIC reduced the insurance
premiums it charges on bank deposits insured by the Bank Insurance Fund ("BIF")
to the statutory minimum of $2,000.00 for "well-capitalized" banks, effective
January 1, 1996. Premiums related to deposits assessed by the Savings
Association Insurance Fund ("SAIF"), including savings association deposits
acquired by banks, continued to be assessed at a rate of between 23

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cents and 31 cents per $100.00 of deposits. On September 30, 1996, the Deposit
Insurance Funds Act of 1996 ("DIFA") was enacted and signed into law. DIFA
provided for a special assessment to recapitalize the SAIF to bring the SAIF up
to statutory required levels. The assessment imposed a one-time fee to banks
that own previously acquired thrift deposits of $.526 per $100 of thrift
deposits they held at March 31, 1995. This assessment did not apply to the
Company. DIFA further provides for assessments to be imposed on insured
depository institutions with respect to deposits insured by the BIF (in addition
to assessments currently imposed on depository institutions with respect to
SAIF-insured deposits) to pay for the cost of Financing Corporation ("FICO")
bonds. All banks will be assessed to pay the interest due on FICO bonds starting
on January 1, 1997. The Company expects the cost to the Company to be
immaterial.

         Under the FDICIA, insurance of deposits may be terminated by the FDIC
upon finding that the institution has engaged in unsafe and unsound practices,
is in unsafe or unsound condition to continue operations or has violated any
applicable law, regulation, rule, order or condition imposed by a federal bank
regulatory agency.

         The Bank Holding Company Act also prohibits a bank holding company,
with certain exceptions, from acquiring more than 5% of the voting shares of any
company that is not a bank and from engaging in any business other than banking
or managing or controlling banks. The Federal Reserve Board is authorized to
approve ownership of shares by a bank holding company in any company, the
activities of which the Federal Reserve Board has determined to be so closely
related to banking or to managing or controlling banks as to be a proper
incident thereto. Certain activities have been found to be closely related to
banking by Federal Reserve Board regulations, including operating a trust
company, mortgage company, finance company or factoring company; performing data
processing operations; providing investment advice; and engaging in certain
kinds of credit-related insurance activities.

         Certain Transactions by the Company with its Affiliates. There also are
various legal restrictions on the extent to which the Company and any nonbank
subsidiary can borrow or otherwise obtain credit from its bank subsidiaries. An
insured bank and its subsidiaries are limited in engaging in "covered
transactions" with its nonbank or nonsavings bank affiliates to the following
amounts: (I) in the case of any such affiliate, the aggregate amount of covered
transactions of the insured bank and its subsidiaries will not exceed 10% of the
capital stock and surplus of the insured bank; and (II) in the case of all
affiliates, the aggregate amount of the covered transactions of the insured bank
and its subsidiaries will not exceed 20% of the capital stock and surplus of the
Bank. "Covered Transactions" are defined by statute to include a loan or
extension of credit, as well as purchase of securities issued by an affiliate, a
purchase of assets (unless otherwise exempted by the Federal Reserve Board), the
acceptance of securities issued by the affiliate as a collateral for a loan and
the issuance of a guarantee, acceptance, or letter of credit on behalf of an
affiliate. Further, a bank holding company and its subsidiaries are prohibited
from engaging in certain tie-in arrangements in connection with any extension of
credit, lease or sale of property or furnishing of services.

         Gramm-Leach-Bliley Act of 1999.

         In 1999, Congress passed the Gramm-Leach-Bliley (GLB) Act of 1999 (the
"Act"). The Act sweeps away large parts of the regulatory structure established
in the 1930's and creates new opportunities for banks, other depository
institutions, insurance companies, and securities firms to enter into
combinations that permit a single financial services organization to offer
customers a complete array of financial services. The 1999 financial services
reforms dramatically increase the ability of eligible banking organizations to
affiliate with insurance, securities, and other financial firms and insured
depository institutions.

         Under the GLB Act, two types of banking organizations may engage in
expanded securities activities. The act authorizes a new type of bank holding
company called a financial holding company (FHC) to have a subsidiary company
that engages in securities underwriting and dealing without limitation as to the
types of securities involved. The GLB Act enlarges the activities in which a
bank holding company may engage and authorizes affiliations with a broader range
of nonblank enterprises than the prior provisions of the Bank Holding Company
Act permitted. New regulatory standards must be satisfied for an FHC or a
financial subsidiary to qualify for the new types of securities activities.
Banking institutions will face a new host of challenges, as well as,
opportunities as a result of the GLB Act.

         In addition to the matters discussed above, FDICIA made other extensive
changes to the federal banking laws.

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         Standards for Safety and Soundness. FDICIA requires the federal bank
regulatory agencies to prescribe, by regulation, standards for all insured
depository institutions and depository institution holding companies relating
to: (I) internal controls, information systems and audit systems; (II) loan
documentation; (III) credit underwriting; (IV) interest rate risk exposure; (V)
asset growth; and (VI) compensation, fees and benefits. The compensation
standards must prohibit employment contracts, compensation or benefit
arrangements, stock option plans, fee arrangements or other compensatory
arrangements that would provide excessive compensation, fees or benefits that
could lead to material financial loss, but (subject to certain exceptions) may
not prescribe specific compensation levels or ranges for directors, officers or
employees. In addition, the federal banking regulatory agencies would be
required to prescribe by regulation standards specifying: (I) maximum classified
assets to capital ratios; (II) minimum earnings sufficient to absorb losses
without impairing capital; and (III) to the extent feasible, a minimum ratio of
market value to book value for publicly-traded shares of depository institutions
and depository institution holding companies.

         Brokered Deposits. FDICIA amends the Federal Deposit Insurance Act to
prohibit insured depository institutions that are not well-capitalized from
accepting brokered deposits unless a waiver has been obtained from the FDIC.
Deposit brokers will be required to register with the FDIC.

         Consumer Protection Provisions. FDICIA seeks to encourage enforcement
of existing consumer protection laws and enacts new consumer - oriented
provisions including a requirement of notice to regulators and customers for any
proposed branch closing and provisions intended to encourage the offering of
"lifeline" banking accounts and lending in distressed communities. FDICIA also
requires depository institutions to make additional disclosures to depositors
with respect to the rate of interest and the terms of their deposit accounts.

         Miscellaneous. FDICIA extends the deadline for the mandatory use of
state-certified and state-licensed appraisers and authorizes acquisitions of
banks by savings associations on the same terms as savings associations may be
acquired by banks. With certain exceptions, state-chartered banks are limited to
the activities of national banks. Within nine months of the date of enactment of
FDICIA, the federal bank regulatory agencies are required to biannually review
risk-based capital standards to ensure that they adequately address interest
rate risk, concentration of credit risk and risks from non-traditional
activities.

         FDICIA also made extensive changes in the applicable rules regarding
audit, examinations and accounting. FDICIA generally requires annual on-site
full-scope examinations by each bank's primary federal regulator. FDICIA also
imposes new responsibilities on management, the independent audit committee and
outside accountants to develop, approve or attest to reports regarding the
effectiveness of internal controls, legal compliance and off-balance-sheet
liabilities and assets.

         Interest Rate Limitations. The maximum permissible rates of interest on
most commercial and consumer loans made by the Bank are governed by Tennessee's
general usury. Certain other usury laws affect limited classes of loans, but the
law referenced above is by far the most significant. Tennessee's general usury
law authorizes a floating rate of base prime rate plus 4% per annum and also
allows certain loan charges, generally on a more liberal basis that does the
general usury law.

         Effect of Government Policies. The earnings and business of the Company
are and will be affected by the policies of various regulatory authorities of
the United States, especially by the Federal Reserve Board. The Federal Reserve
Board, among other functions, regulates the supply of credit and deals with
general economic conditions within the United States. The instruments of
monetary policy employed by the Federal Reserve Board for these purposes
influence in various ways the overall level of investments, loans, other
extensions of credit and deposits, and the interest rates paid on liabilities
and received on assets.

ITEM 2.  DESCRIPTION OF PROPERTY

         The Company's main office is currently located at 300 Sunset Drive in
Johnson City, Tennessee in a two-story brick building owned by the Company. The
Company also operates four branch locations and added a fifth branch in March
2004. One branch is located on 202 East Main Street in Johnson City in a
two-story brick building

<PAGE>

leased by the Company. A second branch location is located at 2681 Boones Creek
Road in Johnson City, Tennessee in a custom-built, commercial-grade mobile unit.
A third branch opened January 2, 2003 and is located at 1706 Highway 93 in Fall
Branch, Tennessee. The Loan Production Office evolved into a fourth branch in
April 2003 and relocated to 1645 E. Stone Drive in Kingsport, Tennessee in
office space leased by the Company

ITEM 3.  LEGAL PROCEEDINGS

         From time to time the Company or the Bank are named as a defendant in
suits arising from the ordinary conduct of their affairs. In the opinion of
management, the ultimate outcome of any litigation to which the Bank or the
Company is a party as of the date of this Form 10-KSB will not materially affect
its financial condition.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS

         No matter was submitted to a vote of security holders during the fourth
quarter of the Company's fiscal ending December 31, 2003.


PART  II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

         The Company's common stock is not traded on an exchange nor is there a
known active trading market. Based solely on information made available to the
Company from a limited number of buyers and seller's, management of the Company
believes that the following table sets forth the high and low sales prices for
the Company's common stock during 2003 and 2002:



<TABLE>
<CAPTION>
2003                                              High            Low         Dividends
                                               ---------       ---------      ---------
<S>                                            <C>             <C>            <C>
         First Quarter .................       $   23.00       $   20.00      $    0.10
         Second Quarter ................       $   22.00       $   21.00      $    0.10
         Third Quarter .................       $   22.00       $   22.00      $    0.10
         Fourth Quarter ................       $   40.00       $   22.00      $    0.10
</TABLE>


<TABLE>
<CAPTION>
2002                                              High            Low         Dividends
                                               ---------       ---------      ---------
<S>                                            <C>             <C>            <C>
         First Quarter .................       $   20.50       $   20.00      $    0.08
         Second Quarter ................       $   21.00       $   19.00      $    0.08
         Third Quarter .................       $   22.00       $   22.00      $    0.08
         Fourth Quarter ................       $   23.00       $   20.00      $    0.08
</TABLE>


The most recent trade of the Company's common stock known to the Company
occurred on December 31, 2003 at a price offering of $40.00 per share (no stock
has traded since that date). These sales are isolated transactions and, given
the small volume of trading in the Company's stock, may not be indicative of its
present value. As of March 28, 2004, there were approximately 415 holders of
record of the Company's common stock.

The Company has paid the dividends indicated above. For a more detailed
discussion of our limitations on the Company's ability to declare dividends see
"Description of Business--Supervision and Regulation."

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

General

The Bank represents virtually all of the assets of the Company. The Company's
consolidated results of operations are dependent primarily on net interest
income, which is the difference between the interest income earned on interest -
earning assets, such as loans and investments, and the interest expense incurred
on interest-bearing liabilities, such as deposits and other borrowings.

<PAGE>
Critical Accounting Policies

         The accounting principles followed by the Company and the methods of
applying these principles conform with United States generally accepted
accounting principles and with general practices within the banking industry.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Critical accounting policies relate to investments, loans, allowance for loan
losses, intangibles, revenues, expenses, stock options and income taxes. A
description of these policies, which significantly affect the determination of
the financial position, results of operations and cash flows, are summarized in
Note 1, Summary of Significant Accounting Policies in the Notes to Consolidated
Financial Statements and discussed elsewhere in this section.

Financial Condition

The Bank, which was opened in December 1995, has experienced substantial growth
during 2002 and 2003. Total assets have grown $20.0 million or more than 13.1%
from December 2002 to December 2003. The growth in total assets has been funded
by an increase in deposits of $19.8 million from December 2001 to December 2002
and $17.3 million from December 2002 to December 2003. Loans increased $20.3
million during 2002, and increased $20.0 million in 2003. Investment securities
increased $6.5 million in 2002 while decreasing $400,000 in 2003. This growth in
loan production allowed the Bank to satisfy its cash requirements. It is not
anticipated that it will be necessary to raise any additional funds.

Nonperforming Assets and Risk Elements

The Bank discontinues the accrual of interest on loans which become ninety days
past due. The Bank had loans totaling $928,000 which were ninety days past due
as of December 31, 2002 and had loans totaling $942,000 which were past due at
December 31, 2003. The Bank also had no concentrations of ten percent or more of
total loans in any single industry or any geographical area outside the
immediate market area of the Bank. As of December 31, 2003, the Bank has
impaired loans of $102,095 and had $82,000 in other real estate owned.

Liquidity and Capital

Liquidity is adequate with cash and due form banks of $7.8 million and $6.4
million at December 31, 2002 and 2003, respectively, and federal funds sold of
$200,000 and $2.2 million at December 31, 2002 and 2003, respectively.
Additionally, investment securities, which are available-for-sale, at December
31, 2003, had a fair value of $27.7 million. Loans maturing in one year or less,
from December 31, 2003, are estimated to be $76.8 million. There are no known
trends, demands, commitments, events or uncertainties that will result in or
that are reasonably likely to result in the registrant's liquidity decreasing in
a material way.


Total equity capital at December 31, 2002 was $12.5 million or 8.2% of total
assets and at December 31, 2003 was $14.1 million or 8.2% of total assets,
representing a strong capital position.

Results of Operations

The Company had net income of $1,562,049 for the year ended December 31, 2002.
For the year-ended December 31, 2003, the Company had net income of $1,871,570.
The improvement resulted largely from growth in earning assets generated by an
increased customer base.

Interest income increased slightly in the low interest rate environment while
interest expense decreased a second straight year with deposits growing at a
slower rate from December 31, 2002 to December 31, 2003. The growth in
noninterest income reflects the increase in loans and net realized gains from
sales and calls of securities.

The provision for loan losses has increased due to the increase in loans. The
allowance of $1,424,928 and $1,823,574 at December 31, 2002 and 2003,
respectively, is considered by management to be adequate to cover losses
inherent in the loan portfolio. Management evaluates the adequacy of the
allowance for loan losses monthly and makes provisions for loan losses based on
this evaluation. As of December 31, 2003, the Company had impaired loans
totaling $102,095.

Net Interest Earnings

As depicted in the table below, the Bank experienced moderate growth in the 2003
year. Since December 31, 2002, growth was primarily from the volume increase in
business and managing the cost/yield spread. Any increase or decrease due to
rate changes would have been insignificant.

<PAGE>

<TABLE>
<CAPTION>
                Increase                                                  Average           Interest
 Average       (Decrease)                                                Balances            Earned
 Yield          from 2002                                                  2003             or Paid
--------       -----------                                              -----------         ---------
<S>            <C>               <C>                                    <C>                 <C>
                               Interest Earning Assets (in 000's):
                                  Loans:
  5.21%           $4,141            Commercial                             $29,581            $1,643
  5.44%            4,505            Real Estate Construction                 4,663               189
  5.47%           11,350            Commercial Real Estate                  60,093             3,425
  7.04%            3,622            Residential Real Estate                 15,171             1,259
  7.23%           (3,372)           Installments                            11,820               957
  6.06%              130            Consumer Single Pay                        516                32
  0.00%                0            Loans Held for Sale                          0                 0
  9.62%              133            Other                                      274                32
--------         -------                                                  --------            ------
  5.66%          $20,392       Totals                                     $122,118            $7,537
========         =======                                                  ========            ======
</TABLE>



<TABLE>
<CAPTION>
                Increase                                                    Average           Interest
 Average       (Decrease)                                                  Balances            Earned
  Yield         from 2001                                                    2002             or Paid
---------      ----------                                                  --------           --------
<S>            <C>              <C>                                        <C>                <C>
                                Interest Earning Assets (in 000's):
                                   Loans:
   5.62%        $  (7,707)         Commercial                              $ 33,104            $2,060
   0.00%                0          Real Estate Construction                       0                 0
   6.06%           28,583          Commercial Real Estate                    28,670             1,733
   7.04%            5,084          Residential Real Estate                   15,171             1,259
   7.61%          (11,416)         Installments                              22,781             1,743
   7.28%           (1,094)         Consumer Single Pay                        1,483                76
   0.00%                0          Loans Held for Sale                            0                 0
  17.18%             (190)         Other                                        180                21
-------         ---------                                                  --------            ------
   6.31%        $  13,260       Totals                                     $101,389            $6,892
-------         ---------                                                  --------            ------
</TABLE>

The Bank had $942,000 of non-accruing loans at December 31, 2003. The Bank had
$928,000 of non-accruing loans at December 31, 2002. In the calculation of
changes of interest these are not included in the interest income computations.

Interest Bearing Liabilities
(000's):

<TABLE>
<CAPTION>
                                                                      Average          Interest
   Average          Increase                                         Balances           Earned
    Rate            from 2002                                          2003             or Paid
--------------     ------------                                     -----------        ---------
<S>                <C>              <C>                             <C>                <C>
         .75%         $  3,723      NOW Accounts                         5,262               44
        1.45%            7,836      Money Market Accounts               67,470            1,232
        1.42%            1,628      Savings Accounts                    32,078              472
        2.28%            4,833      Certificates of Deposit             16,595              609
-------------      -----------                                       ---------          -------
        1.56%         $ 18,020         Totals                        $ 121,405          $ 2,357
-------------      -----------                                       ---------          -------
        1.57%      Net Yield
</TABLE>

<PAGE>


<TABLE>
<CAPTION>
                                                                    Average          Interest
   Average          Increase                                        Balances          Earned
    Rate            from 2001                                         2002            or Paid
--------------     ------------                                     ----------      -----------
<S>                <C>              <C>                           <C>               <C>
         .97%         $  1,134      NOW Accounts                     $   5,998               93
        1.83%           28,612      Money Market Accounts               51,125            1,343
        1.97%            6,537      Savings Accounts                    29,707              708
        2.89%          (24,544)     Certificates of Deposit             21,829              744
-------------         --------                                       ---------          -------
        2.69%         $ 11,739         Totals                        $ 108,659          $ 2,888
-------------         --------                                       ---------          -------
        1.91%      Net Yield
</TABLE>


Investment Portfolio

Held-to-Maturity:

<TABLE>
<CAPTION>
   December 31,           Average                                                   December 31,          Average
       2002                Yield         State and Municipal Governments:               2003               Yield
-------------------     ------------     ------------------------------------     -----------------     ------------
<S>                     <C>              <C>                                      <C>                   <C>
                 0            0.00%      Maturity within one year                                0            0.00%
                 0            0.00%      Maturity within one to five years                       0            0.00%
             1,000            5.04%      Maturity within five to ten years                     661            3.97%
                 0            0.00%      After Ten Years                                         0            0.00%
------------------      ----------                                                ----------------      -----------
             1,000            5.04%         Total Held-to-Maturity                             661            3.97%
------------------      ----------                                                ----------------      -----------
</TABLE>



<TABLE>
<CAPTION>
   December 31,           Average                                                   December 31,          Average
       2002                Yield         U.S. Government & Government Agency:           2003               Yield
-------------------     ------------     ------------------------------------     -----------------     ------------
<S>                     <C>              <C>                                      <C>                   <C>
                 0            0.00%      Maturity within one year                                0            0.00%
                 0            0.00%      Maturity within one to five years                       0            0.00%
                 0            0.00%      Maturity within five to ten years                       0            0.00%
------------------      -----------                                               ----------------      -----------
                 0            0.00%         Total Held-to-Maturity                               0            0.00%
------------------      -----------                                               ----------------      -----------
</TABLE>

Yields on State and Municipal Government securities do not reflect savings due
to tax-exemption status.


Available-for-Sale:

<TABLE>
<CAPTION>
 December 31,     Average                                                 December 31,  Average
     2002          Yield       U.S. Government & Government Agency:          2003        Yield
-------------     -------      ------------------------------------       ------------  -------
<S>               <C>          <C>                                        <C>           <C>
           0         0.0%      Maturity within one year                      6,408        4.16%
         504        5.10%      Maturity within one to five years             2,010        3.53%
       3,051        5.74%      Maturity within five to ten years               976        5.65%
       6,335        4.99%      After ten years                                 237        1.60%
</TABLE>

<PAGE>


<TABLE>
<CAPTION>
                               State and Municipal Governments:
                               ---------------------------------
<S>              <C>           <C>                                         <C>         <C>
        496         4.16%      Maturity within one year                        673       3.73%
      2,472         4.29%      Maturity within one to five years             4,184       4.22%
      5,281         4.26%      Maturity within five to ten years             4,977       4.24%
      4,036         4.86%      After ten years                               4,494       5.02%

                               Corporates
                               ----------
        544         5.35%      Maturity within one to five years                 0       0.00%

      5,937         6.22%      Mortgage-Backed Securities                    3,764       4.54%
-----------      --------      ---------------------------------           -------     -------
     27,653         6.12%         Total Available-for-Sale                  27,723       3.59%
===========      ========                                                  =======     =======
</TABLE>


The Bank had no foreign loans at December 31, 2003.

Summary of Loan Loss Experience

<TABLE>
<CAPTION>
  2002                                                            2003
--------                                                        ---------
<S>           <C>                                               <C>
 $ 1,117      Balance at Beginning of Period                      $ 1,425
--------                                                        ---------
    (219)       Charge-Offs                                          (381)
      15        Recoveries                                             39
--------                                                        ---------
    (204)     Net Recoveries                                         (342)
--------                                                        ---------
     512      Additions Charged to Operations                         740
--------                                                        ---------
 $ 1,425      Balance at the End of Period                        $ 1,824
========                                                        =========
              Ratio of net charge-offs during the period to
    0.28%      average Loans outstanding during the period           0.33%
</TABLE>

The allowance for loan loss represents 1.39% of the outstanding loan balance at
year-end. Management believes this amount will be sufficient to cover all loan
losses inherent in the loan portfolio.

Return on Equity and Assets

<TABLE>
<CAPTION>
                                           2003                     2002
                                        ------------             ------------
<S>                                     <C>                      <C>
Return on Assets                            1.17%                    1.03%
Return on Equity                           14.56%                   12.47%
Dividend Payout Ratio                      17.94%                   17.02%
Equity to Assets Ratio                      7.94%                    8.07%
</TABLE>

The Bank had no foreign banking offices.


Interest Sensitivity

<PAGE>

The Company monitors and manages the pricing and maturity of its assets and
liabilities in order to diminish the potential adverse impact that changes in
interest rates could have on its net interest income. The principal monitoring
technique employed by the Company is the measurement of the Company's interest
sensitivity "gap", which is the positive or negative dollar difference between
assets and liabilities that are subject to interest rate repricing within a
given period of time. Interest rate sensitivity can be managed by repricing
assets or liabilities, selling available-for-sale securities, replacing an asset
or liability at maturity, or adjusting the interest rate during the life of an
asset or liability. Managing the amount of assets and liabilities repricing in
this same time interval helps to hedge the risk and minimize the impact on net
interest income of rising or falling interest rates.

The Company evaluates interest sensitivity risk and then formulates guidelines
regarding asset generation and repricing, funding sources and pricing, and
off-balance sheet commitments in order to decrease interest sensitivity risk.

Asset/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. Certain
officers of the Bank and the Bank's Asset/Liability Committee are charged with
the responsibility for developing and monitoring policies and procedures that
are designed to seek an acceptable composition of the asset/liability mix. 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, partnerships, and corporations. Management of the Bank seeks to
invest the largest portion of the Bank's assets in consumer/installment,
commercial, real estate and construction loans.

The Bank's asset/liability mix is monitored with a report reflecting the
interest-sensitive assets and interest-sensitive liabilities being prepared and
presented to the Bank's Investment Committee on a monthly basis. The objective
of this policy is to match interest-sensitive assets and liabilities so as to
minimize the impact of substantial movements in interest rates on the Bank's
earnings.

Gap analysis measures how the Bank is positioned for interest rate changes. An
analysis of rate sensitivity assets and liabilities as of December 31, 2003 and
December 31, 2002 are presented on the following pages.

As indicated in this table, the negative gap between rate sensitivity assets and
rate sensitive liabilities during the 0-3 month period, and the 4-12 month
period would allow the Company to reprice its liabilities faster than its
assets. In a low interest rate environment, the Company can either maintain or
increase it's spread between yields on assets and liabilities by managing the
interest rate it charges to it's deposit customers, and may use alternative
sources of funding such as lines of credit to fund asset growth. However, the
Company's gap analysis is not a precise indicator of its timing of maturities
and repricing opportunities, without taking into consideration that changes in
interest rates do not affect all assets and liabilities equally. Net interest
income may be impacted by other significant factors in a given interest rate
environment, including changes in the volume and mix of earning assets and
interest-bearing liabilities.

<PAGE>

                             People's Community Bank
                       Rate Sensitivity Analysis (in 000)
                                December 31, 2003


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
                                          3 Months            12 Months          60 Months
Assets                                RSA1       FRA2      RSA1     FRA2      RSA1       FRA2      NEA3             Total
---------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>        <C>      <C>       <C>       <C>        <C>       <C>              <C>
Cash and Due From Banks                                                                          $$5,901         $   5,901
Federal Funds Sold                     2,162               2,162               2,162                                 2,162
U.S. Treasury Securities                                                                                                --
U.S. Government Agencies                                                                                                --
Available for Sale Securities          4,937    22,779     8,859   18,857     18,065     9,651                      27,716
Held to Maturity Securities               --       673                673                  673                         673
Corporate Bonds & Notes
Federal Home Loan Bank Stock             416                 416                 416                                   416
Loans & Leases (net unearn disc.)     70,821    60,062    76,828   54,055    129,352     1,531                     130,883
Allowance for Loan Losses                                                                         (1,824)           (1,824)
Premises, Furn, Fixt, Equip                                                                        3,500             3,500
Other Assets                                                                                       2,061             2,061
---------------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS                        $ 78,336   $83,514  $ 88,265  $73,585   $149,995   $11,855   $ 9,638         $ 171,488
---------------------------------------------------------------------------------------------------------------------------


---------------------------------------------------------------------------------------------------------------------------
Liabilities & Capital                   RSL4      FRL5      RSL4     FRL5       RSL4      FRL5      NPL6             Total
---------------------------------------------------------------------------------------------------------------------------
Demand Deposits                                                                                   15,844            15,844
NOW Accounts                           9,160               9,160               9,160                                 9,160
Invest. Money Market Accounts         66,645              66,645              66,645                                66,645
Regular Savings                       31,974              31,974              31,974                                31,974
Certificates of Deposit                5,107    20,164    17,508    7,763     25,268         3                      25,271
Fed Funds Purch & Securities
Repos                                  1,500                                                                         1,500
Other Liabilities                                                                                  7,477             7,477
Common Stock & Surplus                                                                             8,000             8,000
Undivided Profits                                                                                  5,241             5,241
Unrealized Holding G/L on AFS
Sec.                                                                                                 376               376
---------------------------------------------------------------------------------------------------------------------------
TOTAL LIAB. & CAPITAL               $114,386   $20,164  $125,287  $ 7,763   $133,048   $     3   $37,938          $171,488
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                      3 mo      12 mo     60 mo               3 mo      12 mo     60 mo
                                    -----------------------------           -----------------------------
                          <S>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
                              RSA     78,336    88,265   149,995      RSL    114,386   125,287   133,048
                              FRA     83,514    73,585    11,855      FRL     20,164     7,763        --
                              NEA      9,638     9,638     9,638      NPL     15,844    15,844    15,844
                                                                   EQUITY     21,094    21,094    21,094
                                    -----------------------------           -----------------------------
                            TOTAL   $171,488  $171,488  $171,488            $171,488  $169,988  $169,986
                                    =============================           =============================
</TABLE>


<TABLE>
<S>                                 <C>       <C>       <C>              <C>

   RATE SENSITIVITY MEASURES:       3 mo      12 mo     60 mo            1RSA =RATE SENSITIVE ASSETS
-----------------------------------------------------------------        2FRA =FIXED RATE ASSETS
             RSA/RSL                  68.48%    70.45%   1 12.74%        3NEA =NON EARNING ASSETS
             RSA-RSL                (36,051)  (37,022)    16,947         4RSL =RATE SENSITIVE LIABILITIES
           GAP/Equity               -170.90%  -175.51%     80.34%        5FRL =FIXED RATE LIABILITIES
             GAP/TA                  -21.02%   -51.59%      9.88%        6NPL =NON PAYING LIABILITIES
</TABLE>

<PAGE>

                             People's Community Bank
                       Rate Sensitivity Analysis (in 000)
                                December 31, 2002

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
                                          3 Months             12 Months            60 Months
Assets                                 RSA1       FRA2       RSA1       FRA2     RSA1     FRA2      NEA3              Total
------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>       <C>         <C>       <C>      <C>       <C>        <C>              <C>
Cash and Due From Banks                                                                             $ 7,578          $  7,578
Federal Funds Sold                        209                    209                209                                   209
U.S. Treasury Securities                                                                                                   --
U.S. Government Agencies                                                                                                   --
Available for Sale Securities               0    16,371        1,131   15,240     4,925   11,446                       16,371
Municipal Securities                      286    11,997          496   11,788     5,777    6,507                       12,284
Corporate Bonds & Notes
Federal Home Loan Bank Stock              354                    354                354                                   354
Loans & Leases (net unearn disc.)      50,086    60,406       56,119   54,373   108,470    2,022                      110,492
Allowance for Loan Losses                                                                            (1,425)           (1,425)
Premises, Furn, Fixt, Equip                                                                           2,864             2,864
Other Assets                                                                                          3,185             3,185
------------------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS                          $54,157   $85,630      $60,708  $79,079  $123,904  $15,883    $12,201          $151,988
------------------------------------------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------------------------------------------------
Liabilities & Capital                    RSL4      FRL5         RSL4     FRL5      RSL4     FRL5       NPL6             Total
------------------------------------------------------------------------------------------------------------------------------
Demand Deposits                                                                                      18,305            18,305
NOW Accounts                            6,215                  6,215              6,215                                 6,215
Invest. Money Market Accounts          56,724                 56,724             56,724                                56,724
Regular Savings                        30,412                 30,412             30,412                                30,412
Certificates of Deposit                 4,573    16,167       14,018    2,722    20,184      556                       20,740
Fed Funds Purch & Securities
Repos                                     875                                                                             875
Other Liabilities                                                                                     6,455             6,455
Common Stock & Surplus                                                                                8,000             8,000
Undivided Profits                                                                                     3,686             3,686
Unrealized Holding G/L on AFS
Sec.                                                                                                    577               577
------------------------------------------------------------------------------------------------------------------------------
TOTAL LIAB. & CAPITAL                 $98,799   $16,167     $107,369  $ 6,722  $113,535  $   556    $37,022          $151,988
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                       3 mo      12 mo       60 mo               3 mo    12 mo       60 mo
                                     --------------------------------          -----------------------------
<S>                                  <C>       <C>          <C>        <C>     <C>      <C>        <C>
                              RSA      54,157    60,708      123,904      RSL    98,799  107,369    113,535
                              FRA      85,630    79,079       15,883      FRL    16,167    2,722         --
                              NEA      12,201    12,201       12,201      NPL    18,305   18,305     18,305
                                                                       EQUITY    18,717   18,717     18,717
                                     --------------------------------          -----------------------------
                            TOTAL    $151,988  $151,988     $151,988           $151,988 $151,113   $150,557
                                     ================================          =============================
</TABLE>

<TABLE>
<S>                                 <C>       <C>        <C>              <C>
   RATE SENSITIVITY MEASURES:        3 mo      12 mo       60 mo           1RSA =RATE SENSITIVE ASSETS
---------------------------------------------------------------------      2FRA =FIXED RATE ASSETS
             RSA/RSL                   54.82%    56.54%     109.13%        3NEA =NON EARNING ASSETS
             RSA-RSL                 (44,642)  (46,661)     10,369         4RSL =RATE SENSITIVE LIABILITIES
           GAP/Equity                -238.51%  -249.30%      55.40%        5FRL =FIXED RATE LIABILITIES
             GAP/TA                   -29.37%   -30.70%       6.82%        6NPL =NON PAYING LIABILITIES
</TABLE>

Off-Balance Sheet Arrangements

At December 31, 2003, the Company had unfunded loan commitments outstanding of
$1.8 million, unfunded lines of credit of $10.5 million and outstanding standby
letters of credit of $359,094. Because these commitments generally have fixed
expiration dates and many will expire without being drawn upon, the total
commitment level does not necessarily represent future cash requirements. If
needed to fund these outstanding commitments, the Company's bank subsidiary has
the ability to liquidate Federal funds sold or securities available-for-sale or
on a short-term basis to borrow and purchase Federal funds from other financial
institutions. Additionally, the Company's bank subsidiary could sell
participations in these or other loans to correspondent banks. As mentioned
above, the Company's bank subsidiary has been able to fund its ongoing liquidity
needs through its stable core deposit base, loan payments, its investment
security maturities and short-term borrowings.

Business Combination

On December 31, 2003, the Company entered into an Agreement and Plan of Merger
by and between the Company and First Community Bancshares, Inc. ("First
Community") (the "Merger Agreement") pursuant to which the Company will merge
with and into First Community. Each shareholder of the Company, that does not
properly perfect his or her dissenters' rights, will receive $40.00 per share,
without interest, for each share of the Company's Common Stock owned by the
shareholder. The Company's shareholders approved the transaction contemplated by
the Merger Agreement at a special meeting of the Company's shareholders held on
March 24, 2004. The Company expects that the transaction will close in the first
quarter of 2004.

ITEM 7. FINANCIAL STATEMENTS
<PAGE>




                                PCB BANCORP, INC.


                                  CONSOLIDATED
                              FINANCIAL STATEMENTS

                                      WITH

                          INDEPENDENT AUDITORS' REPORT




                 For the Years Ended December 31, 2003 and 2002



<PAGE>


                                PCB BANCORP, INC.
                           December 31, 2003 and 2002


                                      INDEX



<TABLE>
<CAPTION>
                                                                  Page
                                                                 Number
                                                                 ------
<S>                                                              <C>
     Independent Auditors' Report                                   1

     Consolidated Statements of Financial Condition                 2

     Consolidated Statements of Income                              3

     Consolidated Statements of Shareholders' Equity                4

     Consolidated Statements of Cash Flows                          5


     Notes to the Consolidated Financial Statements                 7
</TABLE>



<PAGE>


                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Audit Committee
PCB Bancorp, Inc.
Johnson City, Tennessee 37602

We have audited the accompanying consolidated statements of financial condition
of PCB Bancorp, Inc. and wholly-owned subsidiary, People's Community Bank, as of
December 31, 2003 and 2002, and the related consolidated statements of income,
changes in shareholders' equity and cash flows for the years then ended. These
consolidated financial statements are the responsibility of PCB Bancorp, Inc.'s
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of PCB Bancorp, Inc.
and wholly-owned subsidiary, People's Community Bank, as of December 31, 2003
and 2002, and the results of their operations and their cash flows for the years
then ended in conformity with accounting principles generally accepted in the
United States of America.


                                   /s/ BLACKBURN, CHILDERS AND STEAGALL, PLC
                                   Johnson City, Tennessee

February 17, 2004




<PAGE>



                                PCB BANCORP, INC.
                           AND WHOLLY-OWNED SUBSIDIARY
                             PEOPLE'S COMMUNITY BANK
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                           December 31, 2003 and 2002


<TABLE>
<CAPTION>
                                                                      2003            2002
                                                                 ------------    ------------
<S>                                                              <C>                <C>

                                     ASSETS
                                     ------

Cash and Due from Banks                                          $  6,355,978       7,836,372
Federal Funds Sold                                                  2,162,000         209,000
Securities Held-to-Maturity                                           661,336       1,000,000
Securities Available-for-Sale                                      27,727,285      27,728,986
Loans Held for Sale                                                   408,008       2,431,423
Loans Receivable, Net of Allowance for Loan Losses
 and Deferred Loan Origination Fees                               128,797,509     108,818,305
Interest Receivable                                                   733,539         681,609
Premises and Equipment, Net of Accumulated Depreciation             3,500,376       2,863,775
Restricted Investment - Federal Home Loan Bank Stock, Cost            416,300         354,400
Restricted Investments - Other                                        832,882         130,000
Deferred Tax Asset                                                    339,921          39,905
Other Assets                                                          382,780         205,323
                                                                 ------------    ------------

           Total Assets                                          $172,317,914     152,299,098
                                                                 ============    ============


                      LIABILITIES AND SHAREHOLDERS' EQUITY
                      ------------------------------------

LIABILITIES:
------------
    Deposits:
       Demand Deposits                                           $ 15,178,428      16,810,677
       Savings and NOW Deposits                                   107,077,723      92,583,818
       Other Time Deposits                                         25,972,339      21,507,028
    Federal Funds Purchased                                         1,500,000         875,000
    Interest Payable                                                  110,893         110,587
    Dividend Payable                                                   84,600          82,910
    Line of Credit                                                  7,173,331       6,000,000
    Deferred Revenue                                                   34,726              --
    Accounts Payable and Other Liabilities                          1,113,561       1,807,153
                                                                 ------------    ------------
           Total Liabilities                                      158,245,601     139,777,173
                                                                 ------------    ------------

SHAREHOLDERS' EQUITY:
---------------------
    Common Stock - $1 par value; 3,000,000 shares authorized;
       846,000 and 829,100 shares issued and outstanding, at
       2003 and 2002, respectively                                    846,000         829,100
    Additional Paid-in Capital                                      7,689,400       7,492,300
    Retained Earnings                                               5,160,765       3,625,075
    Accumulated Other Comprehensive Income                            376,148         575,450
                                                                 ------------    ------------
           Total Shareholders' Equity                              14,072,313      12,521,925
                                                                 ------------    ------------

           Total Liabilities and Shareholders' Equity            $172,317,914     152,299,098
                                                                 ============    ============
</TABLE>



  The accompanying notes are an integral part of these financial statements.


                                       2
<PAGE>


                                PCB BANCORP, INC.
                           AND WHOLLY-OWNED SUBSIDIARY
                             PEOPLE'S COMMUNITY BANK
                        CONSOLIDATED STATEMENTS OF INCOME
                 For the Years Ended December 31, 2003 and 2002


<TABLE>
<CAPTION>
                                                               2003          2002
                                                           ----------    ----------
<S>                                                        <C>            <C>
INTEREST INCOME:
    Interest on Loans                                      $7,504,079     6,892,256
    Interest on Investments                                 1,124,442     1,355,500
    Interest on Federal Funds Sold                             67,915        92,432
                                                           ----------    ----------

       Total Interest Income                                8,696,436     8,340,188
                                                           ----------    ----------

INTEREST EXPENSE:
    Interest on Interest Bearing Checking Accounts             83,521        93,423
    Interest on Money Market Accounts                       1,232,704     1,342,692
    Interest on Passbook Accounts                             512,129       707,536
    Interest on Certificates of Deposit                       609,208       743,633
    Interest on Other Borrowed Funds                          317,525       302,393
                                                           ----------    ----------

       Total Interest Expense                               2,755,087     3,189,677
                                                           ----------    ----------

Net Interest Income                                         5,941,349     5,150,511
    Provision for Loan Losses                                 740,380       511,634
                                                           ----------    ----------

Net Interest Income after Provision for Loan Losses         5,200,969     4,638,877
                                                           ----------    ----------

NON-INTEREST INCOME:
    Service Charges                                           415,700       400,916
    Loan Origination Fees                                   1,089,677       799,457
    Net Realized Gains on Sales and Calls of Securities       246,855        22,783
    Miscellaneous Income                                       34,262         1,340
                                                           ----------    ----------

       Total Non-Interest Income                            1,786,494     1,224,496
                                                           ----------    ----------

NON-INTEREST EXPENSES:
    Personnel                                               2,546,318     2,038,163
    Occupancy Expense                                         404,571       313,779
    Equipment Expense                                         454,373       415,800
    Professional Fees                                         185,474       162,521
    Marketing Expense                                          91,427       101,312
    Other Operating Expense                                   608,352       720,439
                                                           ----------    ----------

       Total Non-Interest Expenses                          4,290,515     3,752,014
                                                           ----------    ----------

Income Before Taxes                                         2,696,948     2,111,359

INCOME TAX PROVISION:
    Income Tax Expense                                        825,378       549,310
                                                           ----------    ----------

Net Income                                                 $1,871,570     1,562,049
                                                           ==========    ==========

Net Income per Share - Basic                               $     2.23          1.88
                                                           ==========    ==========

Net Income per Share - Assuming Dilution                   $     2.12          1.78
                                                           ==========    ==========
</TABLE>


   The accompanying notes are an integral part of these financial statements.


                                       3
<PAGE>

                                PCB BANCORP, INC.
                           AND WHOLLY-OWNED SUBSIDIARY
                             PEOPLE'S COMMUNITY BANK
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                 For the Years Ended December 31, 2003 and 2002


<TABLE>
<CAPTION>
                                                                                           Accumulated
                                                         Additional                           Other
                                          Common          Paid-in         Retained         Comprehensive
                                          Stock           Capital         Earnings            Income            Total
                                       -----------      -----------      -----------       -----------       -----------
<S>                                    <C>              <C>              <C>               <C>               <C>
Balances, January 1, 2002              $   827,500        7,474,500        2,344,632           121,835        10,768,467

COMPREHENSIVE INCOME:
---------------------
Net Income                                      --               --        1,562,049                --         1,562,049
Other Comprehensive Income
    Net of Tax:
      Change In Unrealized
        Gain (Loss) on Securities
        Available-For-Sale, Net
        of Deferred Income Tax
        of $302,410                                                                            453,615           453,615
                                                                                                             -----------
Total Comprehensive Income                                                                                     2,015,664
Stock Option Exercises                       1,600           17,800               --                --            19,400
Cash Dividends                                  --               --         (281,606)               --          (281,606)
                                       -----------      -----------      -----------       -----------       -----------

Balances, December 31, 2002            $   829,100        7,492,300        3,625,075           575,450        12,521,925


COMPREHENSIVE INCOME:
---------------------
Net Income                                      --               --        1,871,570                --         1,871,570
Other Comprehensive Income
    Net of Tax:
      Change in Unrealized
        Gain (Loss) on Securities
        Available-For-Sale, Net
        of Deferred Income Tax
        of $(132,868)                                                                         (199,302)         (199,302)
                                                                                                             -----------
Total Comprehensive Income                                                                                     1,672,268
Stock Option Exercises                      16,900          197,100               --                --           214,000
Cash Dividends                                  --               --         (335,880)               --          (335,880)
                                       -----------      -----------      -----------       -----------       -----------

Balances, December 31, 2003            $   846,000        7,689,400        5,160,765           376,148        14,072,313
                                       ===========      ===========      ===========       ===========       ===========
</TABLE>


   The accompanying notes are an integral part of these financial statements.


                                       4
<PAGE>


                                PCB BANCORP, INC.
                           AND WHOLLY-OWNED SUBSIDIARY
                             PEOPLE'S COMMUNITY BANK
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                 For the Years Ended December 31, 2003 and 2002


<TABLE>
<CAPTION>
                                                                               2003               2002
                                                                          ------------       ------------
<S>                                                                       <C>                   <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
------------------------------------
    Net Income                                                            $  1,871,570          1,562,049
    Adjustments to Reconcile Net Income to Net Cash
      Provided by (Used for) Operating Activities:
        Depreciation Expense                                                   292,439            288,835
        Realized (Gain) Loss on Sale of Other Real Estate Owned                     --             11,584
        Unrealized Impairment Loss on Other Real Estate Owned                   20,000             30,000
        Provision for Loan Losses                                              740,380            511,634
        Discount Accretion Net of Premium Amortization                          (2,718)           (33,087)
        Origination of Mortgage Loans Held for Sale                        (40,473,175)       (27,622,457)
        Proceeds from Mortgage Loans Sold                                   42,496,590         25,923,757
        Net Realized (Gains) Losses on Sales and Calls of Securities          (246,855)           (22,783)
        Net Realized (Gain) Loss on Sales of Fixed Assets                          479                 --
        Deferred Income Tax                                                   (170,284)          (241,684)
    (Increase) Decrease in Assets:
        Interest Receivable                                                    (51,930)           (73,244)
        Other Assets                                                          (177,457)           617,471
    Increase (Decrease) in Liabilities:
        Interest Payable                                                           306            (84,537)
        Deferred Revenue                                                        34,726                 --
        Accounts Payable and Other Liabilities                                (693,592)          (220,670)
                                                                          ------------       ------------

Net Cash Provided by Operating Activities                                    3,640,479            646,868
                                                                          ------------       ------------


CASH FLOWS FROM INVESTING ACTIVITIES:
-------------------------------------
    Net (Increase) Decrease in Federal Funds Sold                           (1,953,000)         7,364,000
    Purchases of Available-for-Sale Securities                             (17,911,937)       (14,646,578)
    Purchases of Held to Maturity Securities                                  (652,647)                --
    Proceeds from Sales, Maturities and Calls
       of Available-For-Sale Securities                                     16,100,238          6,138,347
    Principal Payments Received on Mortgage Backed Securities                2,701,168          2,106,372
    Purchases of Restricted Investments                                       (764,782)          (145,700)
    Purchases of Premises and Equipment                                       (938,990)          (478,501)
    Proceeds from Sale of Fixed Assets                                           9,950                 --
    Loan Participations Bought                                              (7,869,933)        (4,899,210)
    Loan Participations Sold                                                   508,000          8,460,000
    Proceeds from Sale of Foreclosed Property                                       --            786,000
    Net Increase in Loans                                                  (13,354,048)       (23,930,418)
                                                                          ------------       ------------

Net Cash Used for Investing Activities                                     (24,125,981)       (19,245,688)
                                                                          ------------       ------------
</TABLE>


                                   (Continued)


                                       5
<PAGE>


                                PCB BANCORP, INC.
                           AND WHOLLY-OWNED SUBSIDIARY
                             PEOPLE'S COMMUNITY BANK
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 For the Years Ended December 31, 2003 and 2002



<TABLE>
<CAPTION>
                                                                         2003               2002
                                                                     ------------       ------------
<S>                                                                  <C>                <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
-------------------------------------
    Dividends Paid                                                       (334,190)          (264,896)
    Stock Options Exercised                                               214,000             19,400
    Proceeds from Line of Credit                                        4,000,000                 --
    Payments on Line of Credit                                         (2,826,669)                --
    Net Increase in Federal Funds Purchased                               625,000            875,000
    Net Increase in Deposits                                           17,326,967         19,764,878
                                                                     ------------       ------------
Net Cash Provided by Financing Activities                              19,005,108         20,394,382
                                                                     ------------       ------------

Increase (Decrease) in Cash and Cash Equivalents                       (1,480,394)         1,795,562
                                                                     ------------       ------------

Cash and Cash Equivalents, Beginning of Year                            7,836,372          6,040,810
                                                                     ------------       ------------


Cash and Cash Equivalents, End of Year                               $  6,355,978          7,836,372
                                                                     ============       ============



SUPPLEMENTAL DISCLOSURES:
------------------------
    Cash Paid During the Year for Interest                           $  2,754,781          3,274,214
                                                                     ============       ============

    Cash Paid During the Year for Income Taxes                       $    827,965            665,079
                                                                     ============       ============

    Loans Transferred to Other Real Estate Owned (Foreclosures)      $         --            598,704
                                                                     ============       ============
</TABLE>


   The accompanying notes are an integral part of these financial statements.


                                       6
<PAGE>


                                PCB BANCORP, INC.
                           AND WHOLLY-OWNED SUBSIDIARY
                             PEOPLE'S COMMUNITY BANK
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002


NOTE 1.  SIGNIFICANT ACCOUNTING POLICIES:

Basis of Consolidation

The consolidated financial statements include the accounts of PCB Bancorp, Inc.,
a one-bank holding company, formed on October 1, 1996 and its wholly-owned
subsidiary, People's Community Bank. All material intercompany balances and
transactions have been eliminated in the consolidation of PCB Bancorp, Inc and
People's Community Bank (Bank).

Nature of Operations

People's Community Bank is a state-chartered bank formed on December 15, 1995.
On October 1, 1996 the Bank became a wholly-owned subsidiary of PCB Bancorp,
Inc., a one bank holding company. People's Community Bank provides a variety of
banking services to individuals and businesses in Upper East Tennessee through
its main office on Sunset Drive, branch locations in Fall Branch, Boones Creek,
Kingsport and on Main Street in Johnson City. Its primary deposit products are
demand deposits, savings deposits and certificates of deposit; and its primary
lending products are commercial business, real estate mortgage and installment
loans. As a state bank, the Bank is subject to regulation by the Tennessee State
Banking Department and the Federal Deposit Insurance Corporation.

Financial Reporting

The Bank reports on the accrual basis of accounting for financial reporting
purposes.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Bank considers cash and cash
equivalents as those amounts included in the statement of financial condition as
captioned "cash and due from banks". Federal funds sold are not included as cash
or cash equivalents.

Cash Reserve

Included in Cash and Due from Banks are average daily reserve balances the Bank
is required to maintain. The amount of these required reserves is calculated
based on a percentage of certain deposit balances and is $748,675 and $735,595
at December 31, 2003 and 2002, respectively.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.


                                       7
<PAGE>


                                PCB BANCORP, INC.
                           AND WHOLLY-OWNED SUBSIDIARY
                             PEOPLE'S COMMUNITY BANK
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002


NOTE 1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

Material estimates that are particularly susceptible to significant change
relate to the determination of the allowance for losses on loans. While
management uses available information to recognize losses on loans, future
additions to the allowance may be necessary based on changes in local economic
conditions. In addition, regulatory agencies, as an integral part of their
examination process, periodically review the Bank's allowances for losses on
loans. Such agencies may require the Bank to recognize additions to the
allowances based on their judgments about information available to them at the
time of their examination. Because of these factors, it is reasonably possible
that the allowances for losses on loans may change materially in the near term.
However, the amount of the change that is reasonably possible cannot be
estimated.

Investment Securities

Securities Held-to-Maturity: Debt securities that management has the positive
intent and ability to hold to maturity are reported at cost, adjusted for
amortization of premiums and accretion of discounts that are recognized in
interest income using methods approximating the interest method over the period
to maturity.

Securities Available-for-Sale: Debt securities not classified as
held-to-maturity are classified as available-for-sale. Securities
available-for-sale are carried at fair value with unrealized gains and losses
reported separately net of tax, through a separate component of shareholders'
equity. Gains and losses on sales of securities are determined using the
specific-identification method. The amortization of premiums and the accretion
of discounts are recognized in interest income using methods approximating the
interest method.

Loans Held for Sale

Mortgage loans originated and intended for sale in the secondary market are
carried at the lower of cost or estimated market value in the aggregate. Net
unrealized losses are recognized through a valuation allowance of charges to
income.

Loans

Loans are stated at unpaid principal, less the allowance for loan losses and net
deferred loan fees and unearned discounts.

Unearned discounts on installment loans are recognized as income over the term
of the loans using a method that approximates the interest method.

Loan origination and commitment fees, as well as certain direct origination
costs, are deferred and amortized as a yield adjustment over the lives of the
related loans using a method that approximates the interest method. Amortization
of the deferred loan fees is discontinued when a loan is placed on nonaccrual
status.

Loans are determined to be past due or delinquent based on the contractual terms
of the loan agreement. The bank evaluates significantly delinquent loans on an
individual basis to determine if charge off or reclassification to impaired
status is appropriate.

                                       8
<PAGE>


The accrual of interest income is discontinued on any asset for which payment in
full of interest or principal is not expected, or on any asset upon which
principal or interest has been in default for a period of 90 days or more,
unless it is both well secured and in the process of collection. Loans are
placed on nonaccrual status upon notification of bankruptcy by the borrower.



                                       9
<PAGE>

                                PCB BANCORP, INC.
                           AND WHOLLY-OWNED SUBSIDIARY
                             PEOPLE'S COMMUNITY BANK
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002


NOTE 1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

Interest income generally is not recognized on specific impaired loans unless
the likelihood of further loss is remote. Cash payments received on such loans
are applied as a reduction of the loan principal balance. Interest income on
other impaired loans is recognized only to the extent of interest payments
received.

Allowance for Loan Losses

The allowance for loan losses is maintained at a level which, in management's
judgment, is adequate to absorb credit losses inherent in the loan portfolio.
The amount of the allowance is based on management's evaluation of the
collectibility of the loan portfolio, including the nature of the portfolio,
credit concentrations, trends in historical loss experience, specific impaired
loans, economic conditions, and other risks inherent in the portfolio.
Allowances for impaired loans are generally determined based on collateral
values or the present value of estimated cash flows. Although management uses
available information to recognize losses on loans, because of the uncertainties
associated with local economic conditions, collateral values, and future cash
flows on impaired loans, it is reasonably possible that a material change could
occur in the allowance for loan losses in the near term. However, the amount of
the change that is reasonably possible cannot be estimated. The allowance is
increased by a provision for loan losses, which is charged to expense and
reduced by charge-offs, net of recoveries. Changes in the allowance relating to
impaired loans are charged or credited to the provision for loan losses.

Premises and Equipment

Premises and equipment are stated at cost less any accumulated depreciation.
Depreciation is provided for using the straight-line method over the useful
lives of the assets. Maintenance and repairs are expensed as incurred while
major additions and improvements are capitalized. Gains and losses on
dispositions are included in current operations.

Other Real Estate Owned

Real estate properties acquired through or in lieu of loan foreclosure are
initially recorded at the lower of the Bank's carrying amount or fair value less
estimated selling cost at the date of foreclosure. Any write-downs based on the
asset's fair value at the date of acquisition are charged to the allowance for
loan losses. After foreclosure, these assets are carried at the lower of their
new cost basis or fair value less cost to sell. Valuations are periodically
performed by management, and any subsequent write-downs are recorded as a charge
to operations, if necessary, to reduce the carrying value of a property to the
lower of its cost or fair value less cost to sell.

Income Taxes

Income taxes are provided for the tax effects of the transactions reported in
the financial statements and consist of taxes currently due plus deferred taxes
related primarily to differences between the depreciation and loan loss reserves
for financial and income tax reporting. The deferred tax assets and liabilities
represent the future tax consequences of those differences, which will either be
taxable or deductible when the assets and liabilities are recovered or settled.
Deferred tax assets and liabilities are reflected at income tax rates applicable
to the period in which the deferred tax assets or liabilities are expected to be
realized or settled. As changes in tax laws or rates are enacted, deferred tax
assets and liabilities are adjusted through the provision for income tax.


                                       10
<PAGE>


                                PCB BANCORP, INC.
                           AND WHOLLY-OWNED SUBSIDIARY
                             PEOPLE'S COMMUNITY BANK
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002


NOTE 1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

         Fair Values of Financial Instruments

         Statement of Financial Accounting Standards (SFAS) No. 107, Disclosures
         about Fair Value of Financial Instruments, requires disclosure of fair
         value information about financial instruments, whether or not
         recognized in the statement of financial condition. 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. In that
         regard, the derived fair value estimates cannot be substantiated by
         comparison to independent markets and, in many cases, could not be
         realized in immediate settlement of the instruments. SFAS No. 107
         excludes certain financial instruments and all non-financial
         instruments from its disclosure requirements. Accordingly, the
         aggregate fair value amounts presented do not represent the underlying
         value of the Bank.

         The following methods and assumptions were used by the Bank in
         estimating its fair value disclosures for financial instruments:

                  Cash and Cash Equivalents: The carrying amounts reported in
                  the statement of financial condition for cash and cash
                  equivalents approximate their fair value.

                  Investment Securities: Fair values for investment securities
                  are based on quoted market prices, where available. If quoted
                  market prices are not available, fair values are based on
                  quoted market prices of comparable instruments.

                  Loans: For variable-rate loans that re-price frequently and
                  with no significant change in credit risk, fair values are
                  based on carrying amounts. The fair values for other loans
                  (for example, fixed rate commercial real estate and rental
                  property mortgage loans and commercial and industrial loans)
                  are estimated using discounted cash flow analysis, based on
                  interest rates currently being offered for loans with similar
                  terms to borrowers of similar credit quality. Loan fair value
                  estimates include judgments regarding future expected loss
                  experience and risk characteristics. The carrying amount of
                  accrued interest receivable approximates its fair value.

                  Deposits: The fair values disclosed for demand deposits (for
                  example, interest-bearing checking accounts and passbook
                  accounts) are, by definition, equal to the amount payable on
                  demand at the reporting date (that is, their carrying
                  amounts). The carrying amounts of variable-rate, fixed-term
                  money market accounts and certificates of deposit approximate
                  their fair values. The 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
                  contractual maturities on such time deposits.

                  Accrued Interest: The carrying amount of accrued interest
                  approximates the fair values.


                                       11
<PAGE>


                                PCB BANCORP, INC.
                           AND WHOLLY-OWNED SUBSIDIARY
                             PEOPLE'S COMMUNITY BANK
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002


NOTE 1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):


         Fair Values of Financial Instruments (continued):

                  Off-Balance-Sheet Instruments: Fair values for
                  off-balance-sheet lending commitments are based on fees
                  currently charged to enter into similar agreements, taking
                  into account the remaining terms of the agreements and the
                  counterparties' credit standings.

         Advertising

         The Bank expenses advertising costs as incurred.

         Net Income Per Share

         Net income per share of common stock has been computed on the basis of
         the weighted-average number of shares of common stock outstanding.

         Comprehensive Income

         Comprehensive income is defined as the change in equity from
         transactions and other events from non-owner sources. It includes all
         changes in equity except those resulting from investments by
         shareholders and distributions to shareholders. Comprehensive income
         includes net income and certain elements of "other comprehensive
         income" such as foreign currency translations, accounting for futures
         contracts, employers accounting for pensions; and accounting for
         certain investments in debt and equity securities.

         The Bank has elected to report its comprehensive income in the
         Statement of Shareholders' Equity. The only element of "other
         comprehensive income" that the Bank has is the unrealized gains or
         losses on available-for-sale securities.

         The components of the change in net unrealized gains (losses) on
         securities were as follows:

<TABLE>
<CAPTION>
                                                                  2003         2002
                                                               ---------     -------
<S>                                                            <C>          <C>
        Unrealized holding gains (losses)
          arising during the year                              $ (85,315)    778,808

        Reclassification adjustment for (gains)/losses
          realized in net income                                (246,855)    (22,783)
                                                               ---------     -------

        Net unrealized holding gains (losses) before taxes      (332,170)    756,025

        Tax effect                                              (132,868)    302,410
                                                               ---------     -------

        Net change                                             $(199,302)    453,615
                                                               =========     =======
</TABLE>


                                       12
<PAGE>
                               PCB BANCORP, INC.
                          AND WHOLLY-OWNED SUBSIDIARY
                            PEOPLE'S COMMUNITY BANK
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002


NOTE 1.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):

Stock Options

The Bank has elected to account for the stock option plan under Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees",
and related interpretations. No stock-based employee compensation cost is
reflected in the net income, as all options granted under those plans had an
exercise price equal to the market value of the underlying common stock on the
date of grant.

The following table illustrates the effect on net income and earning per share
if the Bank had applied the fair value recognition provisions of FASB Statement
No. 123, "Accounting for Stock-Based Compensation," to stock-based employee
compensation.


<TABLE>
<CAPTION>
                                                             Year Ended December 31
                                                      ------------------------------------
                                                         2003                       2002
                                                      ----------                 ---------

<S>                                                   <C>                        <C>
Net Income, as reported                               $1,871,570                 1,562,049
Deduct:  Total stock-based employee
compensation expense determined
under fair value based method
for all awards, net of related tax effects               (24,944)                  (26,708)
                                                      ----------                 ---------

Pro forma net income                                   1,846,626                 1,535,341
                                                      ==========                 =========

Earnings per share:
     Basic - as reported                                    2.23                      1.88
                                                      ==========                 =========
     Basic - pro forma                                      2.21                      1.85
                                                      ==========                 =========

     Diluted - as reported                                  2.13                      1.80
                                                      ==========                 =========
     Diluted - pro forma                                    2.10                      1.77
                                                      ==========                 =========

</TABLE>


NOTE 2:  FINANCIAL STATEMENT PRESENTATION:

Certain amounts in the December 31, 2002 financial statements have been
reclassified to conform to the December 31, 2003 presentation.


                                       13
<PAGE>
                               PCB BANCORP, INC.
                          AND WHOLLY-OWNED SUBSIDIARY
                            PEOPLE'S COMMUNITY BANK
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002


NOTE 3.  INVESTMENTS:

The amortized costs of securities and their approximate fair values are as
follows:


<TABLE>
<CAPTION>
                                            December 31, 2003                                    December 31, 2002
                        --------------------------------------------------  --------------------------------------------------
                                        Gross         Gross                                 Gross       Gross
                         Amortized   Unrealized    Unrealized     Fair       Amortized   Unrealized   Unrealized      Fair
                           Cost        Gains         Losses       Value        Cost         Gains       Losses        Value
                        -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------

<S>                       <C>           <C>           <C>         <C>          <C>           <C>           <C>        <C>
Available-for-Sale
U.S. Government
  Federal Agencies      $ 9,699,567       41,363      105,781    9,635,149    8,731,687      158,518        1,400    8,888,805
State and Municipal
  Governments            13,696,992      643,498       12,524   14,327,966   11,775,675      510,017        1,886   12,283,806
Corporate Securities             --           --           --           --      518,372       25,678           --      544,050
Mortgage-Backed
  Securities              3,703,815       66,679        6,324    3,764,170    5,744,170      268,155           --    6,012,325
                        -----------      -------      -------   ----------   ----------      -------        -----   ----------

Total Available-
  for-Sale               27,100,374      751,540      124,629   27,727,285   26,769,904      962,368        3,286   27,728,986
                        -----------      -------      -------   ----------   ----------      -------        -----   ----------

Held-to-Maturity
State and Municipal
  Governments               661,336       11,316           --      672,652    1,000,000        2,314           --    1,002,314
                        -----------      -------      -------   ----------   ----------      -------        -----   ----------

Total Held-to-Maturity      661,336       11,316            0      672,652    1,000,000        2,314            0    1,002,314
                        -----------      -------      -------   ----------   ----------      -------        -----   ----------

Total Investment
  Securities            $27,761,710      762,856      124,629   28,399,937   27,769,904      964,682        3,286   28,731,300
                        ===========      =======      =======   ==========   ==========      =======        =====   ==========
</TABLE>


The amortized cost and market value of debt securities at December 31, 2003, by
contractual maturity, are shown below. Expected maturities will differ from
contractual maturities because borrowers may have the right to call or prepay
obligations with or without call or prepayment penalties.


<TABLE>
<CAPTION>
                                                      Held-to-Maturity                  Available-for-Sale
                                                --------------------------        ----------------------------
                                                Amortized            Fair          Amortized          Fair
                                                  Cost              Value            Cost             Value
                                                ---------          -------        -----------       ----------

<S>                                            <C>                  <C>             <C>               <C>
Amounts maturing in:
     One year or less                           $     --                --         7,170,553         7,081,053
     After one year through five years                --                --         6,003,127         6,193,882
     After five years through ten years               --                --         5,640,915         5,953,264
     After ten years                             661,336           672,652         4,581,964         4,734,916
     Mortgage-Backed Securities                       --                --         3,703,815         3,764,170
                                                --------           -------        ----------        ----------
                                                $661,336           672,652        27,100,374        27,727,285
                                                ========           =======        ==========        ==========
</TABLE>

Accrued interest on investments at December 31, 2003 and 2002 was $259,819 and
$250,994, respectively. During 2003 and 2002 the bank received $16,100,238 and
$6,138,347 proceeds from sales and calls of securities available for sale with
a carrying value based on historical cost and adjusted for amortization of
premiums and accretion of discounts of $15,853,383 and $6,115,564 resulting in
a realized gain of $246,855 and $22,783 in 2003 and 2002, respectively.


                                       14
<PAGE>
                               PCB BANCORP, INC.
                          AND WHOLLY-OWNED SUBSIDIARY
                            PEOPLE'S COMMUNITY BANK
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002


NOTE 4.  LOANS RECEIVABLE:

Loans at December 31 are summarized as follows:


<TABLE>
<CAPTION>
                                                                 2003                     2002
                                                            ------------               -----------

<S>                                                         <C>                         <C>
Commercial                                                  $ 32,044,179                27,903,470
Residential Real Estate                                       24,010,397                20,388,409
Non Residential Real Estate                                   62,679,543                46,824,648
Installment                                                   11,288,565                14,660,968
Consumer                                                         528,927                   515,787
Other                                                            331,405                   198,703
                                                            ------------               -----------
                                                             130,883,016               110,491,985
Allowance for Loan Losses                                     (1,823,574)               (1,424,928)
Net Deferred Loan Origination Fees                              (261,933)                 (248,752)
                                                            ------------               -----------
                                                            $128,797,509               108,818,305
                                                            ============               ===========
</TABLE>

Overdrafts of demand deposit accounts in the amount of $14,198 and $37,098 at
December 31, 2003 and 2002 respectively, are included in the Other
classification of loans receivable.

An analysis of the change in the allowance for loan losses follows:

<TABLE>
<CAPTION>
                                                              2003                      2002
                                                          ----------                 ---------

<S>                                                       <C>                        <C>
Balance at Beginning of Year                              $1,424,928                 1,116,566
Provision for Loan Losses                                    740,380                   511,634
Loans Charged Off                                           (380,429)                 (218,596)
Recoveries on Loans                                           38,695                    15,324
                                                          ----------                 ---------
Balance at End of Year                                    $1,823,574                 1,424,928
                                                          ==========                 =========
</TABLE>

A summary of loans by estimated maturity as of December 31 is as follows:


<TABLE>
<CAPTION>
                                                                2003                        2002
                                                            -------------               -----------

<S>                                                         <C>                         <C>
Maturity within one year                                    $  76,831,720                56,121,068
One to five years                                              52,516,634                52,353,312
Over five years                                                 1,534,662                 2,017,605
                                                            -------------               -----------
                                                            $ 130,883,016               110,491,985
                                                            =============               ===========
</TABLE>

Accrued interest receivable on loans at December 31, 2003 and 2002 was $473,720
and $430,615 respectively.


                                       15
<PAGE>
                               PCB BANCORP, INC.
                          AND WHOLLY-OWNED SUBSIDIARY
                            PEOPLE'S COMMUNITY BANK
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002


NOTE 4.  LOANS RECEIVABLE (CONTINUED):

At December 31, 2003 and 2002, the total recorded investment in loans on
nonaccrual amounted to $942,290 and $928,129, respectively, and the total
recorded investment in loans past due ninety days or more and still accruing
interest amounted to approximately $76,470 and $94,190, respectively. At
December 31, 2003 and 2002, the total recorded investment in impaired loans
amounted to $102,095 and $0, respectively. The amount of the recorded
investment in impaired loans for which there is a related allowance for credit
losses at December 31, 2003 and 2002, is $54,501 and $0, respectively. The
amount of the recorded investment in impaired loans for which there is no
related allowance for credit loss is classified as substandard and is $47,594
and $0, respectively. The amount of any cash receipts is applied to principal
on impaired loans. Interest income in the amount of $2,113 and $0 was
recognized for cash receipts during 2003 and 2002, respectively.

The Bank has no commitments to loan additional funds to borrowers whose loans
have been modified.

The Bank services loans for others of $7,941,357 and $12,503,772 at December
31, 2003 and 2002 under loan participation agreements. The Bank receives no
fees for servicing these loans and no fees have been received in connection
with the origination of the loan participation agreements.

In the ordinary course of business, the Bank has and expects to continue to
have transactions, including borrowings, with certain of its officers,
executive directors, significant stockholders and their affiliates. In the
opinion of management, such transactions were on substantially the same terms,
including interest rates and collateral, as those prevailing at the time of
comparable transactions with other persons and did not involve more than a
normal risk of collectibility or present any other unfavorable features to the
Bank. Loans to such borrowers at December 31, 2003 and 2002 were $1,043,174 and
$650,000. During 2003, there were additional loans to such related parties in
the amount of $394,000 and repayments amounted to $826.

NOTE 5.  PREMISES AND EQUIPMENT:

Premises and equipment are summarized as follows:


<TABLE>
<CAPTION>
                                                                      2003                  2002
                                                                  -----------            ---------

<S>                                                               <C>                    <C>
Bank Buildings                                                    $ 1,644,247            1,589,585
Land                                                                  907,625            1,041,825
Land Improvements                                                     263,058              263,058
Leasehold Improvements                                                202,366               49,847
Vehicles                                                                    -               13,603
Furniture and Equipment                                               872,851              790,929
Computer Equipment                                                    820,788              669,016
Computer Software                                                     309,701               78,918
Construction in Progress                                              159,411               25,800
                                                                  -----------            ---------
     Total                                                          5,314,247            4,388,381
Accumulated Depreciation                                           (1,813,871)          (1,524,606)
                                                                  -----------            ---------
Premises and Equipment-Net                                        $ 3,500,376            2,863,775
                                                                  ===========            =========
</TABLE>

Depreciation expense for the years ended December 31, 2003 and 2002 was
$292,439 and $288,835, respectively.


                                       16
<PAGE>
                               PCB BANCORP, INC.
                          AND WHOLLY-OWNED SUBSIDIARY
                            PEOPLE'S COMMUNITY BANK
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002


NOTE 6.  OTHER ASSETS:

Other Assets at December 31 consisted of the following:


<TABLE>
<CAPTION>
                                         2003                2002
                                      --------              -------

<S>                                   <C>                   <C>
Other Real Estate Owned               $ 81,522              101,802
Prepaid Expense                        224,576               91,797
Other Receivables                       76,682               11,724
                                      --------              -------
                                      $382,780              205,323
                                      ========              =======
</TABLE>

NOTE 7.  DEPOSITS:

A summary of deposit account balances at December 31 is as follows:


<TABLE>
<CAPTION>
                                              2003                      2002
                                          ------------             -----------

<S>                                       <C>                      <C>
Regular Checking                          $  3,084,727               2,926,409
Club Checking                                   53,589                  52,290
Discount Checking                              374,579                 305,516
Small Business Accounts                      8,456,558               7,230,376
Commercial Checking                          3,208,975               6,296,086
Primetime Checking                           3,101,731               1,792,043
NOW Accounts                                 8,145,769               4,422,982
Money Market Accounts                       64,557,274              56,723,677
Saving Accounts                             31,272,949              29,645,116
Individual Retirement Accounts               2,446,860               2,814,992
Certificates of Deposit                     23,525,479              18,692,036
                                          ------------             -----------
Total                                     $148,228,490             130,901,523
                                          ============             ===========
</TABLE>

At December 31, 2003, scheduled maturities of certificates of deposit are as
follows:


<TABLE>
<S>             <C>
2004            $15,908,260
2005              3,528,746
2006              4,088,473
2007                     --
2008                     --
                -----------
                $23,525,479
                ===========
</TABLE>

The aggregate amount of short-term jumbo certificates of deposit with a minimum
denomination of $100,000 was $9,814,185 and $5,161,954 at December 31, 2003 and
2002.

The Bank held deposits of approximately $2,252,031 and $2,400,995 for related
parties at December 31, 2003 and 2002 respectively.


                                       17
<PAGE>
                               PCB BANCORP, INC.
                          AND WHOLLY-OWNED SUBSIDIARY
                            PEOPLE'S COMMUNITY BANK
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002


NOTE 8.  ACCOUNTS PAYABLE AND OTHER LIABILITIES:

Accounts Payable and Other Liabilities at December 31 consisted of the
following:


<TABLE>
<CAPTION>
                                                                      2003                 2002
                                                                  -----------            ---------

<S>                                                               <C>                    <C>
Property Tax Payable                                              $    14,006               31,412
Miscellaneous Payables and Other Liabilities                          823,030            1,595,373
Accrued State Franchise Tax                                            34,979               31,305
Current Income Tax Payable                                            241,546              149,063
                                                                  -----------            ---------
                                                                  $ 1,113,561            1,807,153
                                                                  ===========            =========
</TABLE>


NOTE 9.  ADVANCES FROM FEDERAL HOME LOAN BANK:

Effective June 13, 1997, People's Community Bank became members of the Federal
Home Loan Bank (FHLB) of Ohio. The Bank has been authorized to borrow up to
$11,961,909 on a line of credit from the FHLB. The Bank's total borrowing
capacity is a component of both capital stock and the member's most recent
Qualified Thrift Lender rating and access to borrowing is dependent upon
submission of advance application. The Bank has outstanding advances of
$7,173,331 and $6,000,000 from the FHLB at December 31, 2003 and 2002,
respectively. In addition, the Bank has pledged $3,600,000 and $2,300,000 of
their line of credit with the FHLB to the State of Tennessee Collateral Pool to
secure public funds on deposit with the Bank at December 31, 2003 and 2002,
respectively. Specific mortgage loans were pledged by the Bank with an
approximate value of $10,773,331 and $10,774,252 as of December 31, 2003 and
2002, respectively.

The table below presents selected information related to short term borrowings.


<TABLE>
<CAPTION>
                                                           2003                2002
                                                        -----------         ----------

<S>                                                     <C>                 <C>
Maximum balance (outstanding and pledged)
 at any month-end during the year                       $11,100,000         8,300,000

Average balance for the year                            $ 7,131,817         6,000,000

Weighted Average Rate for the year                             4.58%             4.75%

Weighted Average Rate at year-end                              4.44%             4.75%
</TABLE>


NOTE 10.  UNUSED LINES OF CREDIT:

The Bank entered into an open-ended unsecured line of credit with Columbus Bank
and Trust for $2,500,000 for federal fund purchases. Funds issued under this
agreement are at the Columbus Bank and Trust federal funds rate effective at
the time of borrowing. The line is renewed annually upon review by Columbus
Bank and Trust. The Bank had drawn $1,500,000 and $875,000 December 31, 2003
and 2002, respectively.


                                       18
<PAGE>
                               PCB BANCORP, INC.
                          AND WHOLLY-OWNED SUBSIDIARY
                            PEOPLE'S COMMUNITY BANK
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002


NOTE 10.  UNUSED LINES OF CREDIT (CONTINUED):

The Bank also entered into an open-ended unsecured line of credit with Compass
Bank for $2,500,000 for federal fund purchases. Funds issued under this
agreement are at the effective rate of Compass Bank at the time of borrowing.
This line is renewed annually upon review by Compass Bank. The Bank had not
drawn any of these funds at December 31, 2003 and 2002.

NOTE 11.  FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK:

At December 31, the Bank had outstanding commitments for unused lines and
letters of credit that are not reflected in the accompanying financial
statements as follows:


<TABLE>
<CAPTION>
                                                        Variable Rate
                                               -------------------------------
                                                   2003                2002
                                               -----------          ----------

<S>                                            <C>                  <C>
Lines of Credit                                $10,459,193           6,281,019
Letters of Credit                                  359,094           2,014,000
Loans Approved, Not Closed                       1,769,000           1,844,346
                                               -----------          ----------
   Total                                       $12,587,287          10,139,365
                                               ===========          ==========
</TABLE>

Commitments to extend credit are financial instruments with off-balance sheet
risk entered into by the Bank in the normal course of business to meet the
financing needs of its customers. These commitments involve, to varying
degrees, elements of credit and interest rate risk in excess of the amount
recognized in the statement of financial condition. The Bank is at risk from
the possible inability of borrowers to meet the terms of their contracts and
from movements in interest rates. The Bank's exposure to credit loss in the
event of nonperformance by the borrower is represented by the contractual
amount of the financial instruments described above.

Standby letters of credit written are conditional commitments issued by the
Bank to guarantee the performance of a customer to a third party. Those
guarantees are issued to support public and private borrowing arrangements,
bond financing, and similar transactions. The credit risk involved in issuing a
letter of credit is essentially the same as that involved in extending loan
facilities to customers.

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. Commitments
generally have fixed expiration dates or other termination clauses. Since many
of the commitments may never be drawn upon, the total commitment amounts do not
necessarily represent future cash requirements. The Bank uses the same credit
policies in making commitments as it does for on-balance sheet instruments. The
Bank evaluates each customer's creditworthiness on a case by case basis.

NOTE 12.  COMMITMENTS AND CONTINGENT LIABILITIES:

The Bank is subject to claims and lawsuits, which arise, primarily in the
ordinary course of business. It is the opinion of management that the
disposition or ultimate resolution of such claims and lawsuits will not have a
material adverse effect on the financial position of the Bank.


                                       19
<PAGE>
                               PCB BANCORP, INC.
                          AND WHOLLY-OWNED SUBSIDIARY
                            PEOPLE'S COMMUNITY BANK
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002


NOTE 13.  SIGNIFICANT GROUP CONCENTRATIONS CREDIT RISK:

Most of the Bank's business activity is with customers within the Upper East
Tennessee area.

The Bank evaluates each customer's creditworthiness on a case by case basis.
The amount of collateral obtained if deemed necessary by the Bank upon
extension of credit is based on management's credit evaluation of the customer.
Collateral held varies but generally includes real estate, vehicles, equipment
and income producing commercial properties.

NOTE 14.  FAIR VALUE OF FINANCIAL INSTRUMENTS:

The estimated fair values of the Bank's financial instruments at December 31
were as follows:

<TABLE>
<CAPTION>
                                                                2003                                  2002
                                                 -------------------------------         -------------------------------
                                                  Carrying              Fair              Carrying             Fair
                                                   Amount               Value              Amount              Value
                                                 -----------         -----------         -----------         -----------

<S>                                             <C>                  <C>                 <C>                 <C>
Financial Assets:
  Cash and Due from Banks and
     Federal Funds Sold                         $  8,517,978           8,517,978           8,045,372           8,045,372
  Securities Held-to-Maturity                        661,336             672,652           1,000,000           1,002,314
  Securities Available-for-Sale                   27,727,285          27,727,285          27,728,986          27,728,986
  Loans Receivable:
    Adjustable Rate Loans under 30 years          61,901,263          61,901,263          42,203,578          42,203,578
    Fixed Rate Loans with original
      maturities of 30 years                          96,863              88,585              95,245              56,760
    Fixed Rate Loans with original
      maturities of 5 to 30 years                 47,630,645          48,743,299          48,155,584          44,881,001
    Fixed Rate Loans with original
      maturities of 1 to 5 years                  20,396,275          21,117,546          16,961,459          17,002,414
    Fixed Rate Loans with original
      maturities of less than one year             3,384,544           3,384,544           2,827,367           2,827,367
  Loans Held for Sale                                408,008             408,008           2,431,423           2,431,423
  Interest Receivable                                733,539             733,539             681,609             681,609
Financial Liabilities:
  Deposit Liabilities                            148,228,490         148,228,490         130,901,523         130,901,523
Off Balance Sheet Instruments
  Commitments to Extend Credit                  $         --                 200                  --              10,350
</TABLE>


                                       20
<PAGE>
                               PCB BANCORP, INC.
                          AND WHOLLY-OWNED SUBSIDIARY
                            PEOPLE'S COMMUNITY BANK
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002


NOTE 15.  FEDERAL INCOME TAXES:

The provision for income tax for 2003 and 2002 consists of the following:


<TABLE>
<CAPTION>
                                        2003                   2002
                                     ---------              --------

<S>                                  <C>                    <C>
Income Tax Expense:
   Current Tax Expense
      Federal                        $ 790,428               638,851
      State                            205,234               152,143
   Deferred Tax (Benefit)
      Federal                         (138,510)             (205,431)
      State                            (31,774)              (36,253)
                                     ---------              --------
                                     $ 825,378               549,310
                                     =========              ========
</TABLE>


A cumulative net deferred tax asset for 2003 and 2002 is shown on the
Statements of Financial Condition. The components of the asset and liability
are as follows:


<TABLE>
<CAPTION>
                                                                 2003                  2002
                                                               ---------             --------

<S>                                                            <C>                   <C>
Differences in Depreciation Methods                            $ (28,357)             (45,535)
Difference in Methods for Provision for Loan Losses              601,928              457,072
Difference in Valuation of Other Real Estate Owned                20,250               12,000
Net Unrealized Gain/Loss on
  Available-For-Sale Securities                                 (253,900)            (383,632)
                                                               ---------             --------
                                                               $ 339,921               39,905
                                                               =========             ========

Deferred Tax Assets                                            $ 622,178              469,072
Deferred Tax Liabilities                                        (282,257)            (429,167)
                                                               ---------             --------
Net Deferred Tax Assets (Liabilities)                          $ 339,921               39,905
                                                               =========             ========
</TABLE>

The following is a reconciliation of the statutory federal income tax rate
applied to pre-tax accounting income, with the income tax provisions in the
statements of income.


<TABLE>
<CAPTION>
                                                          2003                   2002
                                                        ---------             --------

<S>                                                     <C>                   <C>
Federal Income Tax Expense at the
   Statutory Rate (34%)                                 $ 806,555              552,337
Increases (Decreases) Resulting from:
   Nontaxable Interest Income, Net of Non-
     deductible Interest Expense                         (186,411)            (155,170)
   State Income Taxes, Net of Federal Income
     Tax Benefit                                          205,234              152,143
                                                        ---------             --------
Provision for Income Taxes                              $ 825,378              549,310
                                                        =========             ========
</TABLE>


                                       21
<PAGE>
                               PCB BANCORP, INC.
                          AND WHOLLY-OWNED SUBSIDIARY
                            PEOPLE'S COMMUNITY BANK
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002


NOTE 16. EMPLOYEE BENEFIT PLANS:

Effective May 1, 1998 the Bank adopted a simple IRA plan covering all
employees. Employees may contribute up to $6,000 per year to the plan. The Bank
may contribute up to 3% of the employees' annual compensation. Employer
contributions in the amount of $43,461 and $35,279 were accrued at December 31,
2003 and December 31, 2002, respectively.

NOTE 17.  REGULATORY MATTERS:

The Bank is subject to various regulatory capital requirements administered by
its primary federal regulator, the Federal Deposit Insurance Corporation
(FDIC). 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 Bank's 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 Bank's 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 regulator 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). Management believes, as of
December 31, 2003 and 2002, that the Bank meets all capital adequacy
requirements to which it is subject.

As of August 6, 2001, the most recent notification from the FDIC, the Bank was
categorized as well capitalized under the regulatory framework for prompt
corrective action. To remain categorized as well capitalized, the Bank will
have to maintain minimum total risk-based, Tier 1 risk-based, and Tier 1
leverage ratios as disclosed in the table below. There are no conditions or
events since the most recent notification that management believes have changed
the Bank's prompt corrective action category.

The Bank's actual capital and ratio amounts are presented in the following
table:


<TABLE>
<CAPTION>
                                                                                       To Be Well Capitalized
                                                                                          Under the Prompt
                                                                  For Capital               Corrective
                                          Actual              Adequacy Purposes           Action Provisions
                                    ------------------       ---------------------     ----------------------
<S>                                 <C>           <C>        <C>             <C>       <C>           <C>
As of December 31, 2003:
    Total Risk-Based Capital
      (To Risk Weighted Assets)     $15,064,711   11.5%      > 10,479,200    > 8.0%    13,099,000    > 10.0%
                                                             -               -                       -
    Tier I Capital
      (To Risk Weighted Assets)      13,241,137   10.1%       > 5,239,600    > 4.0%     7,859,400     > 6.0%
                                                              -              -                        -
    Tier I Capital
      (To Average Assets)            13,241,137    7.7%       > 6,868,080    > 4.0%     8,585,100     > 5.0%
                                                              -              -                        -
</TABLE>


                                       22
<PAGE>
                               PCB BANCORP, INC.
                          AND WHOLLY-OWNED SUBSIDIARY
                            PEOPLE'S COMMUNITY BANK
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002


NOTE 17. REGULATORY MATTERS (CONTINUED):


<TABLE>
<CAPTION>
                                                                                       To Be Well Capitalized
                                                                                          Under the Prompt
                                                                  For Capital               Corrective
                                          Actual              Adequacy Purposes           Action Provisions
                                    ------------------       ---------------------     ----------------------
<S>                                 <C>           <C>        <C>            <C>        <C>          <C>
As of December 31, 2002:
    Total Risk-Based Capital
      (To Risk Weighted Assets)     $13,117,606   10.8%       >9,731,040    > 8.0%    12,163,800     > 10.0%
                                                              -             -                        -
    Tier I Capital
      (To Risk Weighted Assets)      11,692,678    9.6%       >4,865,520    > 4.0%     7,298,280     > 6.0%
                                                              -             -                        -
    Tier I Capital
      (To Average Assets)            11,692,678    7.8%       >6,050,440    > 4.0%     7,563,050     > 5.0%
                                                              -             -                        -
</TABLE>

The Bank received notice from the FDIC that the Bank's deposits are insured up
to $100,000 for each depositor, the FDIC assessment for the years ended
December 31, 2003 and 2002 was $21,197 and $19,723, respectively.

NOTE 18.  BANK HOLDING COMPANY:

People's Community Bank is a wholly-owned subsidiary of PCB Bancorp, Inc. The
retained earnings of PCB Bancorp, Inc. reflect the accumulated earnings of
People's Community Bank and the consolidated statements of income reflect the
income and expenses of People's Community Bank for the years ended December 31,
2003 and 2002.

The Parent Company's sole source of funds is the receipt of dividends from the
Bank.

                  Condensed Statements of Financial Condition
                                 (Parent Only)


<TABLE>
<CAPTION>
                                              2003                    2002
                                           -----------             ----------

<S>                                        <C>                     <C>
ASSETS
Cash On Deposit with Subsidiary            $   455,029                258,799
Investment in Subsidiary                    13,617,284             12,268,126
Dividends Receivable                            84,600                 82,910
                                           -----------             ----------
       Total Assets                        $14,156,913             12,609,835
                                           ===========             ==========
</TABLE>


                                       23
<PAGE>
                                PCB BANCORP, INC
                          AND WHOLLY-OWNED SUBSIDIARY
                            PEOPLE'S COMMUNITY BANK
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002


NOTE 18.  BANK HOLDING COMPANY (CONTINUED):


<TABLE>
<CAPTION>
                                                                           2003                   2002
                                                                       -----------             ----------

<S>                                                                    <C>                     <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts Payable                                                       $        --                  5,000
Dividends Payable                                                           84,600                 82,910
Common Stock                                                               846,000                829,100
Additional Paid-In Capital                                               7,689,400              7,492,300
Retained Earnings (Deficit)                                              5,160,765              3,625,075
Net Unrealized Gain (Loss) on Available-for-Sale Securities
    Net of Tax of $250,765 and 383,633 respectively                        376,148                575,450
                                                                       -----------             ----------
Total Liabilities and Shareholders' Equity                             $14,156,913             12,609,835
                                                                       ===========             ==========

                  Condensed Statements of Income and Retained Earnings
                                 (Parent Only)

OPERATING INCOME
     Dividend from Subsidiary                                          $  335,880                 281,606
                                                                       -----------             ----------
Total Operating Income                                                    335,880                 281,606
                                                                       ----------              ----------
OPERATING EXPENSES
     Outside Services                                                      12,770                  15,223
                                                                       -----------             ----------
Total Operating Expenses                                                   12,770                  15,223
                                                                       -----------             ----------

Income from Operations                                                    323,110                 266,383

OTHER INCOME (EXPENSE)
     Undistributed Net Income from Investment
        in Wholly-Owned Subsidiary                                      1,548,460               1,295,666
                                                                       -----------             ----------

Net Income                                                              1,871,570               1,562,049
Beginning Retained Earnings (Deficit)                                   3,625,075               2,344,632
Cash Dividends                                                           (335,880)               (281,606)
                                                                       -----------             ----------
Ending Retained Earnings                                               $ 5,160,765              3,625,075
                                                                       ===========              =========
</TABLE>


                                      24
<PAGE>
                               PCB BANCORP, INC.
                          AND WHOLLY-OWNED SUBSIDIARY
                            PEOPLE'S COMMUNITY BANK
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002


NOTE 18.  BANK HOLDING COMPANY (CONTINUED):
                       Condensed Statements of Cash Flows
                                 (Parent Only)


<TABLE>
<CAPTION>
                                                                    2003                    2002
                                                                -----------              ----------

<S>                                                             <C>                      <C>
Cash Flows from Operating Activities:
     Net Income                                                 $ 1,871,570               1,562,049
     Undistributed Net (Income) Loss of Wholly-Owned
        Subsidiary                                               (1,548,460)             (1,295,666)
     (Increase) in Dividends Receivable                              (1,690)                (16,710)
     Increase in Accounts Payable                                    (5,000)                  5,000
                                                                -----------              ----------

Net Cash Provided by Operating Activities                           316,420                 254,673
                                                                -----------              ----------

Cash Flows from Financing Activities:
     Stock Options Exercised                                        214,000                  19,400
     Dividends Paid                                                (334,190)               (264,896)
                                                                -----------              ----------

Net Cash Used for Financing Activities                             (120,190)               (245,496)
                                                                -----------              ----------

Increase in Cash and Cash Equivalents                               196,230                   9,177
Beginning Cash and Cash Equivalents                                 258,799                 249,622
                                                                -----------              ----------

Ending Cash and Cash Equivalents                                $   455,029                 258,799
                                                                ===========                 =======

</TABLE>


NOTE 19.  STOCK OPTIONS:

During 1996, PCB Bancorp, Inc. adopted a stock option plan for key employees.
The plan is established to provide "Incentive Stock Options" within the meaning
of Section 422 of the Internal Revenue Code of 1986, or "non-statutory" stock
options. The Board of Directors administers the plan.

In addition to the plan for the key employees, PCB Bancorp, Inc. adopted a plan
for non-employee directors. All eligible directors can participate and receive
non-qualified stock options. Directors were granted an initial option to
acquire 5,000 shares at an option price of $10, which was the fair value at the
date of the grant. This option was fully vested immediately. Directors are
granted an additional 1,000 shares each year through the year 2000. The shares
are granted at the fair value on the date of grant. Options vest ratably at
twenty percent per year over five years.

Under both plans, no incentive stock option shall be exercisable after the
expiration of 10 years from the date it is granted and the total number of
shares of the Bank's common stock that may be transferred pursuant to the
exercise of stock options under the Plan shall not exceed in the aggregate
100,000 shares for the employee stock option plan and 60,000 shares for the
directors stock option plan.


                                      25
<PAGE>
                               PCB BANCORP, INC.
                          AND WHOLLY-OWNED SUBSIDIARY
                            PEOPLE'S COMMUNITY BANK
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002


NOTE 19.  STOCK OPTIONS (CONTINUED):

According to Section 15 of the PCB Bancorp, Inc. 1996 Stock Option Plan, when
certain conditions are met, a Potential Change in Control is deemed to have
occurred. During the fourth quarter of the year ended December 31, 2003, the
Bank met the conditions, therefore, all stock options awarded which had not
previously vested and exercisable have become fully vested and exercisable.

A summary of option transactions during the years ended December 31, 2003 and
2002 is shown below:


<TABLE>
<CAPTION>
                                                                       Number               Weighted-Average
                                                                     of Shares               Exercise Price
                                                                     -- ------               ---------------
<S>                                                                  <C>                   <C>
Outstanding at January 1, 2002                                       101,500
Exercised at December 31, 2002                                         1,600                   12.13
                                                                     -------
Outstanding at December 31, 2002                                      99,900                   14.05
                                                                     =======
Vested and Exercisable at December 31, 2002                           93,900                   14.05
                                                                     =======
Outstanding at January 1, 2003                                        99,900
Exercised during 2003                                                 16,900                   12.66
                                                                     -------
Outstanding at December 31, 2003                                      83,000                   13.41
                                                                     =======
Vested and Exercisable at December 31, 2003                           83,000                   13.41
                                                                     =======
</TABLE>


A summary of options outstanding as of December 31, 2003 is shown below:


<TABLE>
<CAPTION>
                     Number of            Weighted-Average
Exercise              Options           Remaining Contractual
 Price              Outstanding           Life Outstanding
--------            -----------         ---------------------

<S>                 <C>                 <C>
$10.00                61,000                2.5 years
 16.00                 3,000                3.5 years
 20.00                 3,000                4.5 years
 25.00                 3,000                5.5 years
 25.00                10,000                  6 years
 23.00                 3,000                  7 years
                       -----
                      83,000
                      ======
</TABLE>



                                      26
<PAGE>
                               PCB BANCORP, INC.
                          AND WHOLLY-OWNED SUBSIDIARY
                            PEOPLE'S COMMUNITY BANK
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002


NOTE 20.  EARNINGS PER SHARE:


<TABLE>
<CAPTION>
                                                                          FOR THE YEAR ENDED
                                     -------------------------------------------------------------------------------------------
                                                            2003                                          2002
                                     -------------------------------------------     -------------------------------------------
                                                         Weighted-                                      Weighted-
                                                          Average                                        Average
                                        Income             Shares      Per-Share       Income             Shares       Per-Share
                                     (Numerator)       (Denominator)     Amount      (Numerator)       (Denominator)    Amount
                                     -----------       -------------   ---------     -----------       -------------   ---------

<S>                                  <C>               <C>             <C>           <C>               <C>             <C>
Net Income                           $1,871,570                --          --         1,562,049                --          --

Basic EPS
     Income Available to
     Common Stockholders              1,871,570           837,446        2.23         1,562,049           828,108        1.88
Effect of Dilutive Options
Stock Options
  (using the Treasury Stock
  Method)                                    --            41,978          --                --            39,298          --
                                     ----------           -------        ----         ---------           -------        ----
Diluted EPS

Income Available to
  Common Stockholders plus
  Assumed Exercise of Options        $1,871,570           879,424        2.13         1,562,049           867,406        1.80
                                     ==========           =======        ====         =========           =======        ====
</TABLE>


NOTE 21:  SUBSEQUENT EVENT:

Prior to December 31, 2003, PCB Bancorp, Inc. entered into a merger agreement
with First Community Bancshares, Inc. headquartered in Bluefield, VA. The
merger is expected to be completed within the first quarter of 2004, pending
the receipt of all required regulatory approvals and the approval of the PCB
Bancorp, Inc. shareholders.


                                      27
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

ITEM 8A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures, as defined in Rule
13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange
Act"), that are designed to ensure that information required to be disclosed by
it in the reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms and that such information is accumulated and communicated
to the Company's management, including its Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure. The Company carried out an evaluation, under the supervision and
with the participation of its management, including its Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of
its disclosure controls and procedures as of the end of the period covered by
this report. Based on the evaluation of these disclosure controls and
procedures, the Chief Executive Officer and Chief Financial Officer concluded
that the Company's disclosure controls and procedures were effective.

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

         The names of the Company's directors and executive officers, together
with certain information regarding them, are as follows:


<TABLE>
<CAPTION>
Name, Age, and Address                          Company Position                       Principal Occupation
----------------------                          ----------------                       --------------------

<S>                                             <C>                                    <C>
Phillip R. Carriger (56)                        Director and                           Banker
6 Fox Run Lane                                  Chief Executive Officer
Johnson City, TN 37604

Michael T. Christian (61)                       Director and                           Banker
110 Belmeade Circle                             President
Johnson City, TN  37601

Thomas J. Garland (69)                          Director                               College Professor/Consultant
1208 Christy Court
Greeneville, TN 37743

Timothy P. Jones (61)                           Director                               Newspapers
824 E. Myrtle Avenue
Johnson City, TN 37601

C.C. Marshall (70)                              Director                               Real Estate Developer
1805 Sherwood Dr.
Johnson City, TN 37601

James D. Swartz (68)                            Director                               Newspapers
112 Barberry, Unit 30
Johnson City, TN 37604

James W. Gibson, M.D. (70)                      Director                               Radiologist
810 Cloudland Drive
Johnson City, TN 37601

Scott M. Niswonger (56)                         Director                               Trucking & Air
1508 Crestwood Dr.
Greeneville, TN 37745

Richard H. Roberts (49)                         Director                               Trucking & Air
2107 Old Tusculum Rd.
Greenville, TN 37745
</TABLE>

Biographies of Directors and Officers


                                      28
<PAGE>
Phillip R. Carriger, age 56, has been the Chief Executive Officer of People's
Community in Johnson City since 1995. Prior to that time, he was the Senior
Vice President of Hamilton Bank's Corporate Division. Mr. Carriger has over 30
years of experience in the banking industry, having worked for the Comptroller
of the Currency as an Assistant National Bank Examiner, C&C Bank of Anderson
County as a Senior Vice President and First American National Bank (in the
Knoxville and Johnson City offices) as a Senior Vice President. Mr. Carriger
graduated from the University of Tennessee with a B.S. Degree in Economics in
1971. Mr. Carriger is a member of the Kiwanis Club, East Tennessee State
University Foundation Board of Trustees, Economic Development Board Secretary,
United Way and Girl's Inc. Board of Directors and Tennessee bankers Association
Board of Directors.

Michael T. Christian, age 61, spent 28 years with NationsBank and its
predecessors. He last served as Executive Vice President in charge of retail
banking for Tennessee and Kentucky. Prior to that, he was Executive Vice
President over all of Tennessee and Kentucky community banks. Mr. Christian
graduated from the University of Tennessee in 1966. He has served on numerous
civic and professional boards of directors including the Tennessee Bankers
Association, the Federal Reserve Bank of Nashville, the Tennessee
Manufacturer's Association and Tusculum College. He is a former Captain, U.S.
Army, Armor.

C.C. Marshall, age 70, has been President of Mountcastle Corporation, a real
estate development and construction firm, since 1967. Mr. Marshall was a
director of Hamilton Bank for 17 years. He is a graduate of East Tennessee
State University and a native of Johnson City.

Timothy P. Jones, age 61, is a Vice President, director and stockholder of
Press Holding Corporation, the publisher of the Johnson City Press newspaper
and seven other newspapers. Mr. Jones received his A.B. Degree in Economics
from Wofford College, has a Masters degree in Mass Communications from Texas
Tech University and is a former director of the Tennessee Press Association. He
is also a former director of Hamilton Bank and a past Chairman of the Board of
Directors of the Johnson City/Jonesborough/Washington County Chamber of
Commerce. Mr. Jones is Past President of the Johnson City Evening Rotary Club,
Past President of the Johnson City Country Club Board of Directors, a member of
the East Tennessee State University Foundation Board of Trustees, Economic
Development Board and Johnson City Development Authority Board.

Thomas J. Garland, age 69, served for 21 years in the Tennessee State Senate
(17 years as Senate Minority Leader). He is a former Chancellor of the
Tennessee Board of Regents, former Chairman of the Board of Commerce Union Bank
(now NationsBank) in Greeneville, Tennessee, and also served as Executive Vice
President and a director of First American Bank, Tri-Cities. Mr. Garland, a
graduate of East Tennessee State University, currently serves as Chairman of
the Tusculum Institute for Public Leadership and Policy at Tusculum College. He
is a member of the Board of Directors of Atmos Energy Corporation, Dallas
Texas, and a former director of Tri-State Container, now Inland Container, in
Elizabethton, Tennessee. Mr. Garland is a member of the boards of the Johnson
City Medical Center, the Sequoyah Council Boy Scouts of America, ETSU National
Alumni Association, the Greater Tri-Cities Business Alliance and the East
Tennessee State University Foundation Board of Trustees.

James D. Swartz, age 68, has been a co-owner of Swartz-Morris Media (which owns
two newspapers) and Swart Media Consultants, a company that advises newspapers
in operation systems, since 1988. Prior to that time, Mr. Swartz was President
or Worrell Enterprises, a media company with 33 newspapers and three television
stations. Mr. Swartz was born in Johnson City, Tennessee, and currently serves
on the East Tennessee State University Foundation Board of Trustees and ETSU
College of Business Board of Advisors.

James W. Gibson, M.D., age 70, is currently associated with Mountain Empire
Radiology, P.C. and has practiced his specialty of radiology in Johnson City
since 1965. Dr. Gibson received his undergraduate education from Vanderbilt
University, his Medical Degree from the University of Tennessee Medical School
in Memphis and served his residency in radiology at Duke University Medical
Center, Durham, North Carolina. He presently serves on the National Alumni
Council for the University of Tennessee Medical School and is a member of the
ETSU Foundation. He has served on the Johnson City Medical School Board of
Directors and the Watauga Mental Health Center Board of Directors.

Scott M. Niswonger, age 56, co-founded Landair Transport, a trucking company
specializing in time-definite service, in 1981 and currently serves as the
Chairman and Chief Executive Officer of Landair Transport and her sister
company Forward Air Corporation with corporate offices located in Greenville,
Tennessee. Both are public companies and trade on the NASDAQ exchange. Mr.
Niswonger established the Niswonger Foundation in 2001 that supports and
promotes philanthropic educational projects. He also serves on the Executive
Committee of the Board of Trustees for Tusculum College; is a Board member of
the ETSU Foundation and Honorary ETSU alumnus; former Director of First
Tennessee Bank, NA; former Vice-Chair of the Tennessee Board for Economic
Growth; former Chairman of the Greene County Partnership; and an ordained elder
at Greeneville Cumberland Presbyterian Church. He is a graduate of Purdue
University's School of Aviation Technology and received a BSBA from Tusculum
College.


                                      29
<PAGE>
Richard H. Roberts, age 49, is Senior Vice President, Secretary, General
Counsel and a Director of Landair Corporation of Greeneville, Tennessee. He
also serves as a Director of Miller Industries, Inc. and Senior Vice President,
General Counsel, Secretary and a Director of Forward Air Corporation of
Greenville, Tennessee. Prior to joining Forward Air, Mr. Roberts was a partner
with Baker, Worthington, Crossley, and Stansberry law firm.

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers and persons who own beneficially more than 10%
of the Company's outstanding common stock to file with the Securities and
Exchange Commission initial reports of ownership and reports of changes in their
ownership of the Company common stock. Directors, executive officers and greater
than 10% shareholders are required to furnish the Company with copies of the
forms they file. To our knowledge, based on a review of the copies of these
reports furnished to the Company during the year ended December 31, 2003, or on
written representations from certain reporting persons that no Forms 5 were
required for those persons, all of our directors and executive officers, who are
listed above, complied with all applicable Section 16(a) filing requirements.

The Company has adopted a code of conduct for its senior executive and financial
officers (the "Code of Conduct"), a copy of which will be provided to any
person, without charge, upon request to the Company at 300 Sunset Drive, Johnson
City, Tennessee 37604, Attention: Corporate Secretary. The Company will make any
legally required disclosures regarding amendments to, or waivers of, provisions
of its Code of Conduct in accordance with the rules and regulations of the
Securities and Exchange Commission.

The Company has a separately designated standing audit committee established in
accordance with Section 3(a)(58)(A) of the Exchange Act the members of which are
Messrs. Garland, Roberts, Gibson and Jones, with Mr. Jones serving as Chairman.
The Audit Committee reviews annual and interim reports of the independent
auditors and provides advice and assistance regarding the accounting, auditing
and financial reporting practices of the Company and the Bank. The Audit
Committee does not have a written charter. All of the Audit Committee's members
are independent within the meaning of the current listing standards of the
National Association of Securities Dealers, Inc. The Company does not believe
that any of the members of its audit committee qualify as an "audit committee
financial expert" within the meaning of the rules and regulations of the
Securities and Exchange Commission.


ITEM 10. EXECUTIVE COMPENSATION

Summary Compensation Table

         The following table summarizes the compensation paid or accrued for
the years ended December 31, 2003, 2002 and 2001 to the Chief Executive Officer
and President. There are no other officers of the Company or Bank whose total
annual salary and bonus exceeds $100,000; accordingly, disclosure regarding
executive compensation is provided in the below tables only with respect to the
Chief Executive Officer and the President of the Bank.


<TABLE>
<CAPTION>
                                                                             Annual
                                                                          Compensation
                                                     -------------------------------------------------------
                                                     Fiscal                                        Salary
Name and Current Position                             Year         Salary ($)    Bonus ($)      Compensation
-------------------------                            ------        ----------    ---------      ------------

<S>                                                  <C>           <C>           <C>            <C>
Phillip R. Carriger                                   2003          $142,304                     $5,004 (1)
Chairman and Chief Executive Officer                  2002          $132,955                     $2,238 (1)
                                                      2001          $127,760                     $2,615 (1)

Michael T. Christian                                  2003          $117,503                     $5,521 (1)
President                                             2002          $108,728                     $1,845 (1)
                                                      2001          $103,020                     $4,053 (1)
</TABLE>


(1)      Represents automobile reimbursement.

Option Grants in 2003

         No options were granted to the Company's named executive officers in
2003.


                                      30
<PAGE>
AGGREGATE OPTION EXERCISES DURING 2003 AND FISCAL YEAR END OPTION VALUES


         This table presents information regarding the value of unexercised
options held at December 31, 2003 and the value realized upon exercise of
options in 2003. The Company has not granted any SARs.

<TABLE>
<CAPTION>
                                                                NUMBER OF SECURITIES               VALUE OF UNEXERCISED IN-THE-MONEY
                            SHARES                         UNDERLYING UNEXERCISED OPTIONS(#)       OPTIONS AT FISCAL YEAR END ($)(1)
                         ACQUIRED ON           VALUE       -----------------------------------     ---------------------------------
       NAME             EXERCISE(#)(2)      REALIZED($)    EXERCISABLE           UNEXERCISABLE     EXERCISABLE         UNEXERCISABLE
------------------      --------------      -----------    -----------           -------------     -----------         -------------
<S>                     <C>                 <C>            <C>                   <C>               <C>                 <C>
Phillip Carriger             5,000            $50,000         33,000                  --            $990,000                 --

Michael Christian               --                 --         10,000                  --            $150,000                 --
</TABLE>

---------------
(1)   The closing price for the common stock as of December 31, 2003 was $40.00.
      Value is calculated on the basis of the difference between the option
      exercise price and $40.00, multiplied by the number of shares of Common
      Stock underlying the option.

(2)   Phillip Carriger was the only named executive officer that exercised any
      stock options during 2003.


Director Compensation

         Each director received a $4,800 retainer in 2003 and $400 for each
board or committee meeting attended. The outside directors of the Company are
also entitled to receive options under the PCB Bancorp, Inc. Outside Directors'
Stock Option Plan. See "Stock Incentive Plans."

Stock Incentive Plans

         The Company's Board of Directors and its shareholders have adopted and
approved the 1996 Stock Option Plan (the "Employee Plan") and the Outside
Directors' Stock Option Plan (the "Directors' Plan"). The Plans are intended to
promote the interests of the Company and its shareholders, to improve the
long-term financial performance of the Company, and to attract and retain the
Company's management team by providing competitive financial incentives.

         1996 Stock Option Plan. The persons to whom options may be granted
under the Employee Plan will be determined from time to time by the Company's
Compensation Committee (the "Committee"). Officers and key employees of the
Company of the Company and its subsidiary, as determined by the Board or the
Committee, are eligible for grants of options.

         The Employee Plan provides for the granting of incentive stock options
and non-statutory stock options. Incentive stock options offer employees the
possibility of deferring taxes until the underlying shares of stock acquired
upon exercise of the option are sold. For some of the Company's employees, the
benefits of incentive stock options are outweighed by the disadvantages of
certain restrictions imposed by the Internal Revenue Code. In addition, with
non-statutory stock options, the Company receives a tax deduction at the time
the employee recognizes ordinary income in an amount of such income to the
employee. With incentive stock options, the Company does not receive a tax
deduction at any time (assuming that the employee meets the holding period
requirements for capital gain treatment).

         The Employee Plan is administered by the Committee. No person while a
member of the Committee is eligible to be granted an option under the Employee
Plan. Members of the Committee are appointed, and vacancies thereon filled, by
the Board of Directors of the Company, and the Board has the power to remove
members of the Committee.

         An aggregate of 100,000 shares of the Company's common stock, no par
value, may be issued pursuant to the exercise of stock options by such officers
and key employees of the Company and its subsidiary as the Committee determine.
As of December 31, 2003, options covering a total of 83,000 were outstanding
under the Employee Plan and the Outside Directors' Stock Option Plan as
described below. There are no limitations on the number of shares of
common stock which may be optioned to any one person, except that the aggregate
fair market value (determined as of the time the option is granted) of Company
Common Stock with respect to which incentive stock options are exercisable for
the first time by an employee during any calendar under the Employee Plan (and
any other incentive stock option plan of the Company or any subsidiary) may not
exceed $100,000.

         Outside Directors' Stock Option Plan. Under the terms of the Directors'
Plan each person (except Dr. Gibson) who was a non-employee director of the
Company at April 1996, received an option to purchase 5,000 shares of the
Company's common stock, no par value. This option was exercisable immediately.
In addition, on the first business day following the annual meeting of
shareholders of each of the years 1996 through and including 2000, each outside
director immediately following such annual meeting was granted an option to
purchase 1,000 shares of stock. These options vest at a rate of 20% per year on
the anniversary date of the annual meeting of shareholders. The exercise price
of all options was equal to the fair market value of the Company's common stock
on the date of the grant.


                                      31
<PAGE>
         An aggregate of 60,000 shares were reserved for grants of options
pursuant to the Directors' Plan. Shares subject to options which terminate or
expire unexercised will be available for future option grants. The total number
of shares subject to the Director's Plan and the number covered under each
individual option is subject to automatic adjustment in the event of stock
dividends, recapitalizations, mergers, consolidations, split-ups, combinations
or exchanges of shares and the like, as determined by the Board of Directors.

         If any non-employee director ceases to be a director as a result of
death or total disability while holding an option that has not expired and has
not been fully exercised, such person or such person's executors,
administrators, heirs, personal representative, conservator, or distributees
may, at any time within six months after the date of such death or total
disability, exercise the option in its entirety with respect to all remaining
shares covered by that option.

         The options under the Directors' Plan are nonstatutory options
intended not to qualify as incentive stock options under Section 422 of the
Internal Revenue Code. The grant of options will not result in taxable income
to the non-employee director or a tax deduction to the Company. The exercise of
an option by a non-employee director will result in taxable ordinary income to
the non-employee director and a corresponding deduction for the Company, in
each case equal to the difference between the option price and the fair market
value of the shares on the date the option is exercised.

         The Director's Plan is administered by the Board of Directors who is
authorized to interpret the Plan but has no authority with respect to the
selection of directors to receive options or the option price for shares
subject to the Directors' Plan. The Board has no authority to materially
increase the benefits under the plan. The Board may amend the Directors' Plan
as it shall deem advisable but may not, without further shareholder approval,
increase the maximum number of shares under the plan or options granted there
under, reduce the minimum option price, extend the period during which options
may be granted or exercised, or change the class of persons eligible to receive
options.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth as of February 27, 2004 certain
information with respect to the shares of the common stock of the Company
beneficially owned by the shareholders known to the Company to own beneficially
more than 5% of the shares and the shares of common stock beneficially owned by
the Company's directors and executive officers and by all of its executive
officers and directors as a group. The shares listed below and the percentage
of ownership for each person named below have been calculated assuming that all
presently exercisable options and options that will become exercisable within
60 days from the date of this table, that have been issued pursuant to any of
the Company's stock option plans, have been exercised.


<TABLE>
<CAPTION>
Name and Address                                 Number of Shares Beneficially
of Beneficial Owners                                Owned on 2/27/2004 (%)
--------------------                             -----------------------------
<S>                                              <C>                <C>
Phillip R. Carriger (1)                             63,350            (7.2%)
6 Fox Run Lane
Johnson City, TN 37604

Thomas J. Garland (2)                               18,750            (2.2%)
1208 Christy Court
Greeneville, TN 37743

Timothy P. Jones (2)                                20,000            (2.3%)
824 E. Myrtle Avenue
Johnson City, TN 37601

C.C. Marshall                                        2,100            (0.2%)
1805 Sherwood Dr.
Johnson City, TN 37601
</TABLE>


                                      32
<PAGE>
<TABLE>
<CAPTION>
Name and Address                                 Number of Shares Beneficially
of Beneficial Owners                                Owned on 12/31/03 (%)
--------------------                             -----------------------------
<S>                                              <C>                <C>
James D. Swartz  (4)                                 1,500           (0.2%)
112 Barberry, Unit 30
Johnson City, TN 37604

James W. Gibson, M.D. (3)                           15,000           (1.8%)
810 Cloudland Drive
Johnson City, TN 37601

Scott M. Niswonger                                 142,724          (16.9%)
1508 Crestwood Dr.
Greeneville, TN 37745

Michael T. Christain (5)                            19,000           (2.2%)
108 Belmeade Circle
Johnson City, TN  37601

Richard H. Roberts                                  28,900           (3.4%)
2107 Tusculum Rd.
Greeneville, TN 37745

All Directors and Executive Officers
  as a group (nine persons, 9) (4)                 311,324          (34.1%)
</TABLE>

(1)      Includes 33,000 shares which Mr. Carriger had a right to acquire under
         Company stock options as of February 27, 2004.

(2)      Includes 10,000 shares which each of these directors had a right to
         acquire under Company stock options as of February 27, 2004.

(3)      Includes 5,000 shares which Dr. Gibson had a right to acquire under
         Company stock options as of February 27, 2004.

(4)      Includes 68,000 shares which all officers and directors as a group
         had a right to purchase under Company stock options as of February 27,
         2004.

(5)      Includes 10,000 shares which Mr. Christian had a right to acquire under
         Company stock options as of February 27, 2004.


The following table summarizes information concerning the Company's equity
compensation plans at December 31, 2003:

<TABLE>
<CAPTION>
                                                                                      Number of Shares Remaining
                                  Number of Shares        Weighted Average       Available for Future Issuance Under
                                  to be Issued upon      Exercise Price of            Equity Compensation Plans
                                     Exercise of            Outstanding            (Excluding Shares Reflected in
       Plan Category             Outstanding Options          Options                       First Column)
----------------------------     --------------------    -------------------    --------------------------------------
<S>                              <C>                     <C>                    <C>
Equity compensation plans              83,000                  $13.41                             0
approved by shareholders

Equity compensation plans                N/A                    N/A                              N/A
not approved by
shareholders

                                 --------------------    -------------------    --------------------------------------

Total                                  83,000                  $13.41                             0
</TABLE>


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The Company's directors and officers, as well as business
organizations and individuals associated with them, are customers of the Bank.
All loan transactions to such individuals and entities are made in the ordinary
course of business and on the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
unrelated borrowers and do not involve more than the normal risk of
collectibility or present other unfavorable features.

There are no cases in which aggregate extensions of credit outstanding to any
one director or officer and his associates exceeds 10% of the equity capital of
the Bank. At December 31, 2003, the total amount of loans to directors and
executive officers was $0, or approximately 0.0% of shareholder's equity.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)      List of Exhibits Filed


<TABLE>
<CAPTION>
Exhibit
Number   Description

<S>      <C>
2.1      Agreement and Plan of Merger dated December 31, 2003 by and between
         the Registrant and First Community Bancshares, Inc. (incorporated by
         reference to the Registrant's Current Report on Form 8-K filed with
         the SEC on December 31, 2003.)

3.1      Charter of Registrant (previously filed as Exhibit 3(a) as part of the Registration Statement on Form S-4 No. 333-4984,
         filed June 6, 1996, which incorporated herein by reference).
</TABLE>


                                       33
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number   Description

<S>      <C>
3.2      Bylaws of Registrant (previously filed as Exhibit 3 (b) as part of the Registration Statement No. 333-4984, which
         exhibit is incorporated herein by reference).

10.1     PCB Bancorp, Inc. 1996 Stock Option Plan (previously filed as Appendix C to Registration Statement No. 333-4984, which
         appendix is incorporated herein by reference).

10.2     PCB Bancorp, Inc. Outside Directors' Stock Option Plan (previously filed as Appendix D to Registration Statement No.
         33-4984, which appendix is incorporated herein by reference).

21       Subsidiaries of the Registrant - The Registrant's sole subsidiary is "People's Community Bank", a Tennessee state
         chartered banking institution.

31.1     Section 302 Certification of CEO

31.2     Section 302 Certification of CFO

32.1     Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of
         2002.
</TABLE>

(b)      Reports on Form 8-K. On December 31, 2003, the Company filed a Current
         Report on Form 8-K pursuant to Item 5, announcing that the Company had
         entered into an Agreement and Plan of Merger with First Community
         Bancshares, Inc.

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

During the fiscal years ended December 31, 2003 and December 31, 2002, the
Company incurred the following principal independent auditor fees:

<TABLE>
<CAPTION>
                                             2003                   2002
                                             ----                   ----
<S>                                         <C>                    <C>
              Audit Fees:(a)                $51,500                $42,950
              Audit-Related Fees:           $   --                 $    --
              Tax Fees:(b)                  $ 4,100                $ 3,250
              Other Fees:(c)                $ 7,000                $ 2,225
                                            -------                -------
</TABLE>

-----------------------------
(a)  Includes fees related to the annual independent audit of the Company's
     financial statements and reviews of the Company's annual report on Form
     10-KSB and quarterly reports on Form 10-QSB.
(b)  Includes fees related to the preparation of the Company's tax returns and
     other tax related assistance.
(c)  Includes fees related to the audit of the Company's information technology
     systems.

         The Audit Committee considered these fees and concluded that the
performance of these services was consistent with Blackburn, Childers and
Steagall, PLC independence.

         The Audit Committee also has adopted a formal policy concerning
approval of audit and non-audit services to be provided by the independent
auditor to the Company. The policy requires that all services Blackburn,
Childers and Steagall. PLC, the Company's independent auditor, may provide to
the Company, including audit services and permitted audit-related and non-audit
services, be pre-approved by the Audit Committee. The Audit Committee approved
all audit and non-audit services provided by Blackburn, Childers and Steagall,
PLC during fiscal 2003.


                                      34
<PAGE>
         In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                        PCB BANCORP, INC.
                                        (Registrant)


                                        By: /s/ Phillip R. Carriger
                                            -----------------------------------
                                            Phillip R. Carriger, Chairman and
                                            Chief Executive Officer
                                            (Principal Executive Officer)

                                        Date: March 31, 2004
                                              ---------------------------------


                                        By: /s/ Michael Christian
                                            -----------------------------------
                                            Michael Christian, President and
                                            Chief Financial Officer
                                            (Principal Accounting and Financial
                                            Officer)

                                        Date: March 31, 2004
                                              ---------------------------------

         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the Registrant and in the capacities and
on the dates indicated.


                                        By: /s/ Phillip R. Carriger
                                            -----------------------------------
                                            Phillip R. Carriger, Chairman and
                                            Chief Executive Officer
                                            (Principal Executive Officer)

                                        Date: March 31, 2004
                                              ---------------------------------


                                        By: /s/ Michael T. Christian
                                            -----------------------------------
                                            Michael T. Christian, President,
                                            Chief Financial Officer and
                                            Director

                                        Date: March 31, 2004
                                              ---------------------------------


                                        By:
                                            -----------------------------------
                                            Thomas J. Garland, Director

                                        Date:
                                              ---------------------------------


                                        By: /s/ Timothy P. Jones
                                            -----------------------------------
                                            Timothy J. Jones, Director

                                        Date: March 31, 2004
                                              ---------------------------------


                                        By: /s/ C.C. Marshall
                                            -----------------------------------
                                            C.C. Marshall, Director

                                        Date: March 31, 2004
                                              ---------------------------------


                                        By:
                                            -----------------------------------
                                            J.D. Swartz, Director

                                        Date:
                                              ---------------------------------


                                        By:
                                            -----------------------------------
                                            James W. Gibson, Director

                                        Date:
                                              ---------------------------------


                                        By:
                                            -----------------------------------
                                            Scott M. Niswonger, Director

                                        Date:
                                              ---------------------------------


                                        By: /s/ Richard H. Roberts
                                            -----------------------------------
                                            Richard H. Roberts, Director

                                        Date: March 31, 2004
                                              ---------------------------------


* On March 31, 2004, PCB Bancorp, Inc. merged with and into FCBC Acquisition
Corp with PCB Bancorp, Inc. surviving the merger. Immediately thereafter, PCB
Bancorp, Inc. merged with and into First Community Bancshares, Inc. with First
Community Bancshares, Inc. surviving. As such, as of the date that this Annual
Report on Form 10-KSB is filed with the Securities and Exchange Commission, PCB
Bancorp, Inc. has ceased to exist. In addition, and as a result of the mergers
described above, the executive officers and directors signing this Annual Report
on Form 10-KSB and the related certifications are not, as of the date hereof,
the executive officers and directors of PCB Bancorp, Inc. Such individuals did,
however, serve in the capacities indicated above on March 31, 2004, and as such
have signed this Annual Report on Form 10-KSB, as of the indicated dates in such
capacities.



                                      35