##### Table of Contents

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Securities and Exchange Commission

Washington, D.C. 20549



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FORM 10-KSB



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|x | ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------



For the fiscal year ended December 31, 2004



| ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------



COMMISSION FILE NUMBER: 000-33221



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NEWNAN COWETA BANCSHARES, INC.

(Name of Small Business Issuer in Its Charter)



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|                         |  |                                     
|------------------------ |  | ------------------------------------
|Georgia                  |  | 58-2655471                          
|(State of Incorporation) |  | (I.R.S. Employer Identification No.)



145 MILLARD FARMER
INDUSTRIAL BLVD.

NEWNAN, GEORGIA 30263

(Address of principal executive offices)(Zip Code)



(770) 683-6222

(Issuers telephone number)



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Securities registered pursuant to Section 12(b) of the Act: None



Securities registered pursuant to Section 12(g) of the Act:



Common Stock

(Title of Class)



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Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 disclosure of delinquent filers in response to Item 405 of Regulation S-B is not 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.  x



Revenues for the Registrants fiscal year ended December 31, 2004 total
$8,397,100.



The aggregate market value of the Registrants outstanding
Common Stock held by non-affiliates of the Registrant on March 16, 2005 was approximately $7,076,880. There were 900,000 shares of Common Stock outstanding as of March 16, 2005.



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



DOCUMENTS INCORPORATED BY REFERENCE



Portions of the information required by Part III of this Annual Report are incorporated by reference from the Registrants definitive Proxy Statement to be filed
with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Annual Report.



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##### Table of Contents

NEWNAN COWETA BANCSHARES, INC.

Annual Report on Form 10-KSB

For the Fiscal Year Ended December 31, 2004



Table of Contents



|           |  |                                                                                      |  |           
|---------- |  | ------------------------------------------------------------------------------------ |  | ----------
|ItemNumber |  |                                                                                      |  | PageNumber
|           |  | Part I                                                                               |  |           
|           |  |                                                                                     
|1.         |  | Description of Business                                                              |  | 3         
|           |  |                                                                                     
|2.         |  | Description of Property                                                              |  | 11        
|           |  |                                                                                     
|3.         |  | Legal Proceedings                                                                    |  | 11        
|           |  |                                                                                     
|4.         |  | Submission of Matters to a Vote of Security Holders                                  |  | 11        
|           |  |                                                                                     
|           |  | Part II                                                                              |  |           
|           |  |                                                                                     
|5.         |  | Market for Common Equity and Related Stockholder Matters                             |  | 12        
|           |  |                                                                                     
|6.         |  | Managements Discussion and Analysis or Plan of Operation                            |  | 14        
|           |  |                                                                                     
|7.         |  | Financial Statements                                                                 |  | 29        
|           |  |                                                                                     
|8.         |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |  | 29        
|           |  |                                                                                     
|8A.        |  | Controls and Procedures                                                              |  | 29        
|           |  |                                                                                     
|8B.        |  | Other Information                                                                    |  | 29        
|           |  |                                                                                     
|           |  | Part III                                                                             |  |           
|           |  |                                                                                     
|9.         |  | Directors and Executive Officers of the Registrant                                   |  | 30        
|           |  |                                                                                     
|10.        |  | Executive Compensation                                                               |  | 30        
|           |  |                                                                                     
|11.        |  | Security Ownership of Certain Beneficial Owners and Management                       |  | 30        
|           |  |                                                                                     
|12.        |  | Certain Relationships and Related Transactions                                       |  | 30        
|           |  |                                                                                     
|13.        |  | Exhibits                                                                             |  | 30        
|           |  |                                                                                     
|14.        |  | Principal Accountant Fees and Services                                               |  | 31        
|           |  |                                                                                     
|           |  | Signatures                                                                           |  | 32        



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##### Table of Contents

PART I



ITEM 1. DESCRIPTION OF BUSINESS



Overview



The Company



Newnan Coweta Bancshares, Inc. (the Company) was incorporated
under the laws of the State of Georgia and is a bank holding company registered under the Bank Holding Company Act of 1956, as amended. Its wholly-owned subsidiary, Newnan Coweta Bank, a Georgia banking corporation (the Bank), was
incorporated on December 21, 1999 and commenced business on April 20, 2000. The Bank reorganized into a holding company structure effective October 1, 2001.



The primary activity of the Company currently is, and is expected to remain for the foreseeable future, the ownership and operation of the Bank. As a bank
holding company, the Company is intended to facilitate the Banks ability to serve its customers requirements for financial services. The holding company structure also provides flexibility for expansion through the possible acquisition
of other financial institutions and the provision of additional banking-related services, as well as certain nonbanking services, which a traditional commercial bank may not provide under present laws. The holding company structure also affords
additional flexibility in terms of capital formation and financing opportunities.



While the Company may seek in the future to acquire additional banks or bank holding companies or to engage in other activities appropriate for bank holding companies under appropriate circumstances as permitted by
law, the Company currently has no plans, understandings or agreements concerning any other activities other than as described below. The results of operations and financial condition of the Company for the foreseeable future, therefore, will be
determined primarily by the results of operations and financial condition of the Bank.



The Bank



The Banks business
consists primarily of attracting deposits from the general public and, with these and other funds, originating real estate loans, consumer loans, business loans, and residential and commercial construction loans. Funds not invested in the loan
portfolio are invested by the Bank primarily in obligations of the U.S. Government, various states and their political subdivisions. In addition to deposits, sources of funds for the Banks loans and other investments include amortization and
prepayment of loans, sales of loans or participations in loans, and sales of its investment securities. The principal sources of income for the Bank are interest and fees collected on loans, fees collected on deposit accounts and interest and
dividends collected on other investments. The principal expenses of the Bank are interest paid on deposits, employee compensation and benefits, office expenses and other overhead expenses.



Employees



As of February 1, 2005, the Company and the Bank had 37 full-time equivalent employees, of whom 34 are full-time and 6 are
part-time. The employees are not represented by a collective bargaining unit. The Company and the Bank believe their relationships with their employees to be good.



Customers



It is the opinion of management that there is no single customer or affiliated group of customers whose deposits, if withdrawn, would have a material
adverse effect on the business of the Company.



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Competition



All phases of the Companys banking activities are highly competitive. The Company competes actively with nine commercial banks, as well as finance
companies, credit unions, and other financial institutions located in its service area, which includes Coweta County, Georgia and its surrounding areas.



Four major regional banks, with a total of nine branches, represent approximately 70% of the deposits in the Coweta County market. These financial
institutions have greater resources and lending limits than the Bank. There are several credit unions located in Coweta County. Since credit unions are not subject to income taxes in the way commercial banks are taxed, credit unions have an
advantage in offering competitive rates to potential customers. The Bank also faces competition in certain areas of its business from mortgage banking companies, consumer finance companies, insurance companies, money market mutual funds and
securities brokerage firms, some of which are not subject to the same degree of regulation as the Bank.



The Bank competes for deposits principally by offering depositors a variety of deposit programs with competitive interest rates, quality service and
convenient locations and hours. The Bank focuses its resources to seek out and attract small business relationships and take advantage of the Banks ability to provide flexible service that meets the needs of this customer class. Management
feels this market niche is the most promising business area for the future growth of the Bank.



Supervision and Regulation



General



The Company is subject to
state and federal banking laws and regulations that impose specific requirements or restrictions and provide for general regulatory oversight over virtually all aspects of our operations. These laws and regulations generally are intended to protect
depositors, not shareholders. This discussion is only a summary of various statutory and regulatory provisions. This summary is qualified by reference to the particular statutory and regulatory provisions. Any change in applicable laws or
regulations may have a material effect on our business and prospects.



Beginning with the enactment of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, numerous additional regulatory requirements have been placed on the banking industry during the past ten years. On November 12, 1999,
the President signed into law a financial services modernization act which effectively repealed the anti-affiliation provisions of the 1933 Glass-Steagall Act and the 1956 Bank Holding Company Act. Legislative changes and the policies of various
regulatory authorities may affect our operations. We are unable to predict the nature or the extent of the effect on our business and earnings that fiscal or monetary policies, economic control or new federal or state legislation may have in the
future.



The Company



The Company is a bank holding company registered with the Board of Governors
of the Federal Reserve System and the Georgia Department of Banking and Finance under the Bank Holding Company Act of 1956, as amended, and the Georgia Bank Holding Company Act. We are subject to the supervision, examination and reporting
requirements of the Bank Holding Company Act and the regulations of the Federal Reserve, and the Georgia Bank Holding Company Act and the regulations of the Georgia Department of Banking and Finance.



The Bank Holding Company Act requires every bank holding company to obtain
the prior approval of the Federal Reserve before:



| |  |  | it may acquire direct or indirect ownership or control of any voting shares of any bank if, after such acquisition, the bank holding company will directly or indirectly own or
control more than 5% of the voting shares of the bank;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | it or any of its subsidiaries, other than a bank, may acquire all or substantially all of the assets of any bank; or
| | - |  | --------------------------------------------------------------------------------------------------------------------



| |  |  | it may merge or consolidate with any other bank holding company.
| | - |  | ----------------------------------------------------------------



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The Bank Holding Company Act further provides that the Federal Reserve may not approve any transaction
that would result in a monopoly or would be in furtherance of any combination or conspiracy to monopolize or attempt to monopolize the business of banking in any part of the United States. In addition, the Federal Reserve will not approve a
transaction the effect of which may be substantially to lessen competition or to tend to create a monopoly, or that in any other manner would be in restraint of trade. However, such transactions may be approved in the event the anti-competitive
effects of the proposed transaction are clearly outweighed by the public interest in meeting the convenience and needs of the communities to be served. The Federal Reserve is also required to consider the financial and managerial resources and
future prospects of the bank holding companies and banks involved and the convenience and needs of the communities to be served. Consideration of financial resources generally focuses on capital adequacy, and consideration of convenience and needs
issues generally focuses on the parties performance under the Community Reinvestment Act of 1977.



The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 facilitate interstate branching and permit the establishment of agency
relationships across state lines. The Interstate Banking Act also permits bank holding companies to acquire banks in any state without regard to whether the transaction is prohibited under the laws of such state, subject to certain state provisions,
including minimum age requirements of banks that are the target of the acquisition. The minimum age of local banks subject to interstate acquisition is five years.



In response to the Interstate Banking Act, the Georgia General Assembly adopted the Georgia Interstate Banking Act, which
provides that:



| |  |  | interstate acquisitions by institutions located in Georgia will be permitted in states which also allow interstate acquisitions; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | interstate acquisitions of institutions located in Georgia will be permitted by institutions located in states which allow interstate acquisitions.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------



Additionally, in 1996, the Georgia General Assembly adopted the Georgia
Interstate Branching Act, which permits Georgia-based banks and bank holding companies owning banks outside of Georgia and all non-Georgia banks and bank holding companies owning banks in Georgia the right to merge any bank into an interstate branch
network. The Georgia Interstate Branching Act also allows banks to establish de novo branches on an unlimited basis throughout Georgia, subject to the prior approval of the Georgia Department of Banking and Finance.



Except as amended by the Gramm-Leach-Bliley Act of 1999 discussed below, the
Bank Holding Company Act generally prohibits a bank holding company from engaging in activities other than banking or managing or controlling banks or other permissible subsidiaries. Bank holding companies are also generally prohibited from
acquiring or retaining direct or indirect control of any company engaged in any activities other than those activities determined by the Federal Reserve to be so closely related to banking or managing or controlling banks as to be a proper incident
thereto. Activities determined by the Federal Reserve to fall within this category include acquiring or servicing loans, leasing personal property, conducting discount securities brokerage activities, performing certain data processing services,
acting as agent or broker in selling certain types of credit insurance, and performing certain insurance underwriting activities. The BHC Act does not place territorial limitations on permissible nonbanking activities of bank holding companies. The
Federal Reserve has the power to order a bank holding company or its subsidiaries to terminate any nonbanking activity when it has reasonable cause to believe that continuation of such activity constitutes a serious risk to the safety and soundness
of any bank subsidiary of that bank holding company.



The Bank



The Bank is incorporated under the laws of the State
of Georgia and is subject to examination by the Georgia Department of Banking and Finance. The Georgia Department regulates all areas of the Banks commercial banking operations, including, without limitation, loans, deposits, reserves,
mergers, reorganizations, issuance of securities, payment of dividends, and the establishment of branches.



On July 25, 2001 the Bank became a member of the Federal Reserve System. Consequently, most aspects of the Banks operations are regulated and
examined by both the Georgia Department of Banking and Finance and the Federal Reserve, including reserves, loans, investments, borrowings, deposits, mergers, issuance of securities, payments of dividends, establishment of branches, consolidation or
corporate reorganization and maintenance of books and records.



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Gramm-Leach-Bliley Act of 1999



On November 12, 1999, President Clinton signed into law the Gramm-Leach-Bliley Act of 1999, which breaks down many of the
barriers to affiliations among banks and securities firms, insurance companies, and other financial service providers. This new law provides financial organizations with the flexibility to structure new affiliations through a holding company
structure or a financial subsidiary. As a result, the number and type of entities competing with us in our markets could increase. It is too early to determine what effect, if any, this new law will have on us.



The Gramm-Leach-Bliley Act also covers various topics such as insurance,
unitary thrifts, privacy protection provisions for customers of financial institutions, the Federal Home Loan Bank systems modernization, automatic teller machine reform, the Community Reinvestment Act and certain changes related to the
securities industry.



The legislation amends the Bank Holding
Company Act to clarify that a bank holding company may hold shares of any company that the Federal Reserve has determined to be engaged in activities that were sufficiently closely related to banking. This act also amends the Bank Holding Company
Act to establish a new type of bank holding company - the financial holding company. Financial holding companies have the authority to engage in financial activities in which other bank holding companies may not engage. Financial holding
companies may also affiliate with companies that are engaged in financial activities. These financial activities include activities that are:



| |  |  | financial in nature;
| | - |  | --------------------



| |  |  | incidental to an activity that is financial in nature; or
| | - |  | ---------------------------------------------------------



| |  |  | complimentary to a financial activity and does not pose a substantial risk to the safety and soundness of depository institutions or the financial system in general.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Federal Reserve and the Secretary of the
Treasury may determine which activities meet these standards. However, the Gramm-Leach-Bliley Act explicitly lists certain activities as being financial in nature. For example, some of these activities are:



| |  |  | lending, exchanging, transferring or investing for others;
| | - |  | ----------------------------------------------------------



| |  |  | safeguarding money or securities;
| | - |  | ---------------------------------



| |  |  | insuring, guaranteeing, or indemnifying against loss, harm, damage, illness, disability or death, or providing and issuing annuities, and acting as principal, agent, or broker for
these purposes in any state;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | providing financial, investment or economic advice;
| | - |  | ---------------------------------------------------



| |  |  | issuing or selling interests in pools of assets that a bank could hold directly;
| | - |  | --------------------------------------------------------------------------------



| |  |  | underwriting, dealing in or making markets in securities; and
| | - |  | -------------------------------------------------------------



| |  |  | engaging within the United States in any activity that a bank holding company could engage in outside of the United States, if the Federal Reserve has found that the activity was
usual in connection with banking or other financial operations internationally.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Gramm-Leach-Bliley Act also directs the Federal Reserve to adopt a regulation or order defining certain additional activities as financial in nature, to the extent that they are consistent with that act. These
include:



| |  |  | lending, exchanging, transferring or investing for others or safeguarding financial assets other than money or securities;
| | - |  | --------------------------------------------------------------------------------------------------------------------------



| |  |  | providing any device or other instrumentality for transferring financial assets; and
| | - |  | ------------------------------------------------------------------------------------



| |  |  | arranging, effecting or facilitating financial transactions for third parties.
| | - |  | ------------------------------------------------------------------------------



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Not all bank holding companies may become financial holding companies. A bank holding company must meet
three requirements before becoming a financial holding company:



| |  |  | all of the bank holding companys depository institution subsidiaries must be well capitalized;
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | all of the bank holding companys depository institution subsidiaries must be well managed; and
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | the bank holding company must file with the Federal Reserve a declaration of its election to become a financial holding company, including a certification that its depository
institution subsidiaries meet the prior two criteria.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



With few exceptions, in order to exercise the powers granted to it under the Gramm-Leach-Bliley Act, a financial holding company or insured depository institution also must meet the Community Reinvestment Acts requirements. If any
insured depository institution did not receive a Community Reinvestment Act rating of at least satisfactory at its most recent examination, the regulatory agencies are to prevent the insured depository institution or financial holding
company from exercising the new powers, either directly or through a subsidiary.



Payment of Dividends



The Company is a
legal entity separate and distinct from our banking subsidiary. Our principal source of cash flow, including cash flow to pay dividends to our shareholders, is dividends from the Bank. There are statutory and regulatory limitations on the payment of
dividends by the Bank, as well as by us to our shareholders.



If, in the opinion of the federal banking regulators, a depository institution 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 depository
institution, could include the payment of dividends), such authority may require, after notice and hearing, that such institution cease and desist from such practice. The federal banking agencies have indicated that paying dividends that deplete a
depository institutions capital base to an inadequate level would be an unsafe and unsound banking practice. Under the Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA), a depository institution may not pay any
dividend if payment would cause it to become undercapitalized or if it already is undercapitalized. See Prompt Corrective Action herein. Moreover, the federal agencies have issued policy statements that provide that bank holding
companies and insured banks should generally only pay dividends out of current operating earnings.



In addition, the Georgia Financial Institutions Code and the regulations of the Georgia Department of Banking and Finance provide:



| |  |  | that dividends of cash or property may be paid only out of the retained earnings of the Bank;
| | - |  | ---------------------------------------------------------------------------------------------



| |  |  | that dividends may not be paid if the Banks paid-in capital and retained earnings which are set aside for dividend payment and other distributions do not, in combination,
equal at least 20% of the Banks capital stock; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | that dividends may not be paid without prior approval of the Georgia Department of Banking and Finance if:
| | - |  | ----------------------------------------------------------------------------------------------------------



| |  |  | the Banks total classified assets exceed 80% of its equity capital;
| | - |  | --------------------------------------------------------------------



| |  |  | the aggregate amount of dividends to be declared exceeds 50% of the Banks net profits after taxes but before dividends for the previous calendar year; or the ratio of equity
capital to total adjusted assets is less than 6%.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Applying these dividend restrictions, and without prior approval of the Georgia Department of Banking and Finance, as of December 31, 2004, the Bank could pay $680,876 in dividends to us. Our ability to pay dividends may also be affected or
limited by other factors, such as the requirement to maintain adequate capital above regulatory guidelines.



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Capital adequacy



We are required to comply with the capital adequacy standards established by the Federal Reserve. There are two basic measures of capital adequacy for
bank holding companies that have been promulgated by the Federal Reserve: a risk-based measure and a leverage measure. All applicable capital standards must be satisfied for a bank holding company to be considered in compliance.



The risk-based capital standards are designed to make regulatory capital
requirements more sensitive to differences in risk profiles among banks and bank holding companies, to account for off-balance sheet exposure, and to minimize disincentives for holding liquid, low-risk assets. Assets and off-balance sheet items are
assigned to broad risk categories, each with appropriate weights. The resulting capital ratios represent capital as a percentage of total risk-weighted assets and off-balance sheet items.



The minimum guideline for the ratio of total capital to risk-weighted assets is 8.0%. At least half of total capital must be
comprised of Tier 1 Capital, which is common stock, undivided profits, minority interests in the equity accounts of consolidated subsidiaries and noncumulative perpetual preferred stock, less goodwill and certain other intangible assets. The
remainder may consist of Tier 2 Capital, which is subordinated debt, other preferred stock and a limited amount of loan loss reserves. As of December 31, 2004, the Companys total risk-based capital ratio and its Tier 1 risk-based capital ratio
were 10.00% and 8.75%, respectively.



In addition, the Federal
Reserve has established minimum leverage ratio guidelines for bank holding companies. These guidelines provide for a minimum ratio of Tier 1 Capital to average assets, less goodwill and certain other intangible assets, of 3.0% for bank
holding companies that meet specified criteria. All other bank holding companies generally are required to maintain a leverage ratio of at least 3%, plus an additional cushion of 100 to 200 basis points. The Companys leverage ratio as of
December 31, 2004 was 8.29%. The guidelines also provide that bank holding companies experiencing internal growth or making acquisitions will be expected to maintain strong capital positions substantially above the minimum supervisory levels without
significant reliance on intangible assets. Furthermore, the Federal Reserve has indicated that it will consider a tangible Tier 1 Capital leverage ratio and other indicators of capital strength in evaluating proposals for expansion or
new activities. The Federal Reserve has not advised the Company of any specific minimum leverage ratio or tangible Tier 1 leverage ratio applicable to it.



The Bank also is subject to risk-based and leverage capital requirements adopted by the Federal Deposit Insurance Corporation (FDIC), which
are substantially similar to those adopted by the Federal Reserve for bank holding companies. The Bank was in compliance with applicable minimum capital requirements as of December 31, 2004. We have not been advised by any federal banking agency of
any specific capital ratio requirement applicable to the Bank.



Failure to meet capital guidelines could subject a bank to a variety of enforcement remedies, including issuance of a capital directive, the termination of deposit insurance by the FDIC, a prohibition on the taking of brokered deposits, and
certain other restrictions on its business. As described below, substantial additional restrictions can be imposed upon FDIC-insured depository institutions that fail to meet applicable capital requirements. See Prompt Corrective Action
herein.



The federal bank regulators continue to indicate their
desire to raise capital requirements applicable to banking organizations beyond their current levels. In this regard, the Federal Reserve and the Federal Deposit Insurance Corporation have recently adopted regulations requiring regulators to
consider interest rate risk in the evaluation of a banks capital adequacy. The bank regulatory agencies have recently established a methodology for evaluating interest rate risk which sets forth guidelines for banks with excessive interest
rate risk exposure to hold additional amounts of capital against such exposures.



In addition to the capital standards imposed by federal banking regulators, the Georgia Department of Banking and Finance imposed a requirement for the Bank to maintain a leverage ratio of not less than 8.0% during
the first three years of the Banks operation. Following the expiration of this initial period, the Bank became subject to a 6.0% primary capital ratio. Such standard is calculated as the ratio of total equity to total assets, each as adjusted
for unrealized gains and losses on securities and allowance for loan losses.



Support of Subsidiary Institution



Under Federal Reserve policy, the Company is expected to act as a source of financial strength for, and to commit resources to support, the Bank. This support may be required at times when, absent such Federal Reserve policy, we may not be
inclined to provide such support. In addition, any capital loans by a bank holding company to its banking subsidiary are subordinate in right of payment to deposits and to certain other indebtedness of such bank. In the event of a bank holding
companys bankruptcy, any commitment by a bank holding company to a federal bank regulatory agency to maintain the capital of a banking subsidiary will be assumed by the bankruptcy trustee and entitled to a priority of payment.



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Prompt Corrective Action



The Federal Deposit Insurance Corporation Improvement Act of 1991 was enacted in large measure to improve the supervision
and examination of insured depository institutions in an effort to reduce the number of bank failures and the resulting demands on the deposit insurance system. This law establishes a system of prompt corrective action to resolve the problems of
undercapitalized institutions. Under this system, the federal banking regulators have established five capital categories (well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized)
and are required to take certain mandatory supervisory actions, and are authorized to take other discretionary actions, with respect to institutions in the three undercapitalized categories. The severity of such actions depends upon the capital
category in which the institution is placed. Generally, subject to a narrow exception, the banking regulator is required to appoint a receiver or conservator for an institution that is critically undercapitalized. The federal banking agencies have
specified by regulation the relevant capital level for each category.



Under the regulations, an FDIC-insured bank will be:



| |  |  | well capitalized if it has a total risk-based capital ratio of 10.0% or greater, a tier 1 risk-based capital ratio of 6.0% or greater and a leverage ratio of 5.0% or
greater and is not subject to any order or written directive by the appropriate regulatory authority to meet and maintain a specific capital level for any capital measure;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | adequately capitalized if it has a total risk-based capital ratio of 8.0% or greater, a tier 1 risk-based capital ratio of 4.0% or greater and a leverage ratio of 4.0%
or greater (3.0% in certain circumstances) and is not well capitalized;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | undercapitalized if it has a total risk-based capital ratio of less than 8.0%, a tier 1 risk-based capital ratio of less than 4.0% or a leverage ratio of less than 4.0%
(3.0% in certain circumstances);
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | significantly undercapitalized if it has a total risk-based capital ratio of less than 6.0%, a tier 1 risk-based capital ratio of less than 3.0% or a leverage ratio of
less than 3.0%; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | critically undercapitalized if its tangible equity is equal to or less than 2.0% of average quarterly tangible assets.
| | - |  | ------------------------------------------------------------------------------------------------------------------------



A depository institution may be deemed to be in a capitalization category
that is lower than is indicated by its actual capital position if it receives an unsatisfactory examination rating in any one of four categories. As a depository institution moves downward through the capitalization categories, the degree of
regulatory scrutiny will increase and the permitted activities of the institution will decrease.



An FDIC-insured bank is generally prohibited from making any capital distribution, including dividend payments, or paying any management fee to its
holding company if the bank would thereafter be undercapitalized. Undercapitalized banks are subject to growth limitations and are required to submit a capital restoration plan. The federal regulators may not accept a capital
plan without determining, among other things, that the plan is based on realistic assumptions and is likely to succeed in restoring the banks capital. In addition, for a capital restoration plan to be acceptable, the banks parent holding
company must guarantee that the institution will comply with such capital restoration plan. The aggregate liability of the parent company is limited to the lesser of an amount equal to 5.0% of the banks total assets at the time it became
undercapitalized and the amount necessary to bring the institution into compliance with all applicable capital standards. If a bank fails to submit an acceptable plan, it is treated as if it is significantly undercapitalized.
Significantly undercapitalized institutions may be subject to a number of requirements and restrictions, including orders to sell sufficient voting stock to become adequately capitalized, requirements to reduce total assets,
and cessation of receipt of deposits from correspondent banks. Critically undercapitalized institutions are subject to the appointment of a receiver or conservator. A bank that is not well capitalized is subject to certain
limitations relating to so-called brokered deposits.



As of December 31, 2004, the Bank had the requisite capital levels to qualify as adequately capitalized.



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##### Table of Contents

FDIC Insurance Assessments



The Federal Deposit Insurance Corporation has adopted a risk-based assessment system for insured depository institutions
that takes into account the risks attributable to different categories and concentrations of assets and liabilities. The risk-based assessment system assigns an institution to one of three capital categories: well capitalized, adequately capitalized
and undercapitalized. These three categories are substantially similar to the prompt corrective action categories described above, with the undercapitalized category including institutions that are undercapitalized, significantly
undercapitalized and critically undercapitalized for prompt corrective action purposes. The FDIC also assigns an institution to one of three supervisory subgroups within each capital group. The supervisory subgroup to which an institution is
assigned is based on an evaluation provided to the FDIC by the institutions primary federal regulator and information which the FDIC determines to be relevant to the risk posed to the deposit insurance funds. An institutions insurance
assessment rate is then determined based on the capital category and supervisory category to which it is assigned. The combination of capital groups and supervisory subgroups results in nine assessment risk classifications to which different
assessment rates are applied.



The FDIC may terminate the
insurance of the deposits of the Bank upon finding that the Bank has engaged in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, order or condition the FDIC has
imposed.



Safety and Soundness Standards



The federal bank regulatory agencies have adopted a set of guidelines
prescribing safety and soundness standards. The guidelines establish general standards relating to internal controls and information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth,
asset quality, earnings and compensation, fees and benefits. In general, the guidelines require, among other things, appropriate systems and practices to identify and manage the risks and exposures specified in the guidelines. The guidelines
prohibit excessive compensation as an unsafe and unsound practice and describe compensation as excessive when the amounts paid are unreasonable or disproportionate to the services performed by an executive officer, employee, director, or principal
shareholder. In addition, the agencies adopted regulations that authorize, but do not require, an agency to order an institution that has been given notice by an agency that it is not satisfying any of such safety and soundness standards to submit a
compliance plan. If an institution fails to submit or implement such a plan, the agency must issue an order directing action to correct the deficiency and may require other actions of the types to which an undercapitalized institution is subject
under the prompt corrective action provisions described above. If an institution fails to comply with such an order, the agency may seek to enforce such order in judicial proceedings and to impose civil money penalties.



Community Reinvestment Act



The Community Reinvestment Act requires federal bank regulatory agencies to
encourage financial institutions to meet the credit needs of low- and moderate-income borrowers in their local communities. An institutions size and business strategy determines the type of examination that it will receive. Large,
retail-oriented institutions will be examined using a performance-based lending, investment and service test. Small institutions will be examined using a streamlined approach. All institutions may opt to be evaluated under a strategic plan
formulated with community input and pre-approved by the bank regulatory agency.



Community Reinvestment Act regulations provide for certain disclosure obligations. Each institution must post a notice advising the public of its right to comment to the institution and its regulator on the
institutions Community Reinvestment Act performance and to review the institutions Community Reinvestment Act public file. Each lending institution must maintain for public inspection a public file that includes a listing of branch
locations and services, a summary of lending activity, a map of its communities and any written comments from the public on its performance in meeting community credit needs. The Community Reinvestment Act requires public disclosure of a financial
institutions written Community Reinvestment Act evaluations. This promotes enforcement of Community Reinvestment Act requirements by providing the public with the status of a particular institutions community reinvestment record.



The recently enacted Gramm-Leach-Bliley Act makes various
changes to the CRA. Among other changes, CRA agreements with private parties must be disclosed and annual CRA reports must be made to a banks primary federal regulator. A bank holding company will not be permitted to become a financial holding
company and no new activities authorized under this Act may be commenced by a holding company if any of its bank subsidiaries received less than a satisfactory CRA rating in its latest CRA examination.



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Recent Significant Changes in Banking Laws and Regulations



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



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



Sarbanes-Oxley Act of 2002. On July 30, 2002, the Sarbanes-Oxley Act of 2002 was enacted to address corporate and accounting fraud. The act
established a new accounting oversight board that enforces auditing standards and restricts the scope of services that accounting firms may provide to their public company audit clients. Among other things, it also (i) requires chief executive
officers and chief financial officers to certify to the accuracy of periodic reports filed with the Securities and Exchange Commission (the SEC); (ii) imposes new disclosure requirements regarding internal controls, off-balance-sheet
transactions, and pro forma (non-GAAP) disclosures; (iii) accelerates the time frame for reporting of insider transactions and periodic disclosures by certain public companies; and (iv) requires companies to disclose whether or not they have adopted
a code of ethics for senior financial officers and whether the audit committee includes at least one audit committee financial expert.



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



ITEM 2. DESCRIPTION OF PROPERTY



As of December 31, 2004, the principal offices of the Company and the Bank were located at 145 Millard Farmer Industrial Blvd., Newnan, Georgia 30263. This property is owned by the Bank. Property for the Downtown Branch located at 60
Salbide Avenue, Newnan, Georgia 30263 is leased by the Bank with a purchase option. The loan production office located at 401 West Park Court, Peachtree City, Georgia 30269 is leased by the Bank.



ITEM 3. LEGAL PROCEEDINGS



The
Bank may, periodically, be involved as a plaintiff or defendant in various legal actions in the ordinary course of its business. Management believes that such claims against the Bank are without merit or that the ultimate liability, if any,
resulting from them will not materially affect the Banks financial condition. At December 31, 2004, management was not aware of any legal actions against the Bank.



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



No matters were submitted to a vote of shareholders of the Company during the fourth quarter of the Companys fiscal year ended December 31, 2004.



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PART II



ITEM 5. MARKET FOR THE COMMON EQUITY AND RELATED STOCKHOLDER MATTERS



Market Information



Morgan Keegan is the market maker for the Companys stock which trades on the pink sheets under the symbol NWCB. Subsequent to the initial offering, shares have been traded infrequently; therefore, information available as to prices at
which common stock has traded is limited. Management has reviewed the limited information available as to the ranges at which the Companys common stock has been sold. The data contained in the table below was compiled from information
furnished to management from The Seawell Group, an office of Morgan Keegan. The following table sets forth the estimated price range for sales of common stock for each quarter of the last two years. The following data regarding the Companys
common stock is provided for information purposes only and should not be viewed as indicative of the actual or market value of the common stock.



|               |  |                                |       |     |   |      
|-------------- |  | ------------------------------ | ----- | --- | - | -----
|               |  | Estimated PriceRange Per Share
|2004:          |  | High                           |       | Low
|First Quarter  |  | $                              | 13.00 |     | $ | 11.00
|Second Quarter |  | $                              | 14.00 |     | $ | 12.00
|Third Quarter  |  | $                              | 15.00 |     | $ | 15.00
|Fourth Quarter |  | $                              | 15.00 |     | $ | 15.00
|               |  |                               
|2003:          |  | High                           |       | Low
|First Quarter  |  | $                              | 11.50 |     | $ | 12.00
|Second Quarter |  | $                              | 12.00 |     | $ | 12.00
|Third Quarter  |  | $                              | 12.50 |     | $ | 12.50
|Fourth Quarter |  | $                              | 12.00 |     | $ | 11.00



Holders



There were approximately 668 holders of record of the common stock as of
December 31, 2004.



Dividends



The Bank is subject to restrictions on the payment of dividends under
Georgia law and the regulations of the DBF. The Company is also subject to limits on payment of dividends by the rules, regulations and policies of federal banking authorities. The primary source of funds available for the payment of cash dividends
by the Company are dividends from the Bank. There are various statutory and regulatory limitations on the payment of dividends by the Bank, as well as by the Company to its shareholders. No assurance can be given that any dividends will be declared
by the Company in the future, or if declared, what amounts would be declared or whether such dividends would continue. The Company has paid $90,000 in cash dividends to date.



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##### Table of Contents

Securities Authorized for Issuance under Equity Compensation Plans



The following table sets forth information relating to the Companys
equity compensation plans as of December 31, 2004:



|                                                           |  |                                                                                               |  |                                                                              |       |                                                                                                                                            |        
|---------------------------------------------------------- |  | --------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------- | ----- | ------------------------------------------------------------------------------------------------------------------------------------------ | -------
|EQUITY COMPENSATION PLAN INFORMATION                      
|                                                           |  | Number of securitiesto be issued upon exercise ofoutstanding options, warrants and
rights (a) |  | Weighted-averageexercise price ofoutstanding options,warrants and
rights (b) |       | Number of securitiesremaining availablefor future issuanceunder equitycompensation
plans(excluding securities reflected in column (a)) (c)
|Equity compensation plans approved by security holders     |  | 45,000                                                                                        |  | $                                                                            | 10.00 |                                                                                                                                            | 105,000
|Equity compensation plans not approved by security holders |  | 40,000                                                                                        |  | $                                                                            | 10.00 |                                                                                                                                            | -0-    
|Total                                                      |  | 85,000                                                                                        |  | $                                                                            | 10.00 |                                                                                                                                            | 105,000



Recent Sales of Unregistered
Securities



The Company has sold no unregistered
securities within the past three years.



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##### Table of Contents

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



The following is a discussion of our financial condition and the financial condition of our bank subsidiary, Newnan Coweta Bank, at December 31, 2004 and
2003 and the results of operations for the years then ended. The purpose of this discussion is to focus on information about our financial condition and results of operations that are not otherwise apparent from our audited financial statements.



FORWARD-LOOKING STATEMENTS



We may from time to time make written or oral forward-looking statements,
including statements contained in our filings with the Securities and Exchange Commission and reports to stockholders. Statements made in this Annual Report or Form 10-KSB, other than those concerning historical information, should be considered
forward-looking and subject to various risks and uncertainties. Such forward-looking statements are made based upon managements belief as well as assumptions made by, and information currently available to, management pursuant to safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. Our actual results may differ materially from the results anticipated in forward-looking statements due to a variety of factors, including governmental monetary and
fiscal policies, deposit levels, loan demand, loan collateral values, securities portfolio values, interest rate risk management, the effects of competition in the banking business from other commercial banks, thrifts, mortgage banking firms,
consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market funds and other financial institutions operating in our market area and elsewhere, including institutions operating through the Internet,
changes in governmental regulation relating to the banking industry, including regulations relating to branching and acquisitions, failure of assumptions underlying the establishment of reserves for loan losses, including the value of collateral
underlying delinquent loans and other factors. We caution that such factors are not exclusive. We do not undertake to update any forward-looking statement that may be made from time to time by us, or on our behalf.



CRITICAL ACCOUNTING POLICIES



We have adopted various accounting policies which govern the application of
accounting principles generally accepted in the United States of America in the preparation of our financial statements. Our significant accounting policies are described in the footnotes to the consolidated financial statements at December 31, 2004
which are included in this Annual Report on Form 10-KSB.



Certain accounting policies involve significant judgments and assumptions by us which have a material impact on the carrying value of certain assets and liabilities. We consider these accounting policies to be critical accounting policies.
The judgments and assumptions we use are based on historical experience and other factors, which we believe to be reasonable under the circumstances. Because of the nature of the judgments and assumptions we make, actual results could differ from
these judgments and estimates which could have a material impact on our carrying values of assets and liabilities and our results of operations.



We believe the allowance for loan losses is a critical accounting policy that requires the most significant judgments and estimates used in the
preparation of our consolidated financial statements. Refer to the portion of this discussion that addresses our allowance for loan losses for a description of our processes and methodology for determining our allowance for loan losses.



OVERVIEW



The year 2004 was highlighted by significant loan and deposit growth. Our
primary market area of Coweta County, Georgia continues to grow, and we are strategically positioned to take advantage of that growth. The areas growth should provide a base for continued profitability.



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OFF-BALANCE SHEET ARRANGEMENTS



Off-balance sheet arrangements are generally contractual arrangements
involving an entity that is not consolidated with the Company under which the Company has or in the future may have (i) any obligation under a direct or indirect guarantee or similar arrangement; (ii) a retained or contingent interest in assets
transferred to an unconsolidated entity or similar arrangement; (iii) derivative arrangements, to the extent that their fair value is not fully reflected as a liability or an asset in the Companys financial statements or (iv) any other
obligation, including contingent obligations, that are not fully reflected in the Companys financial statements.



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



The Companys exposure to credit loss in the event of nonperformance by
the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional
obligations as it does for on-balance sheet instruments. For a summary of the Companys off-balance sheet arrangements, see Note 10, Commitments and Contingencies, to consolidated financial statements attached hereto.



FINANCIAL CONDITION AT DECEMBER 31, 2004 AND 2003



The following is a summary of our balance sheets for the periods indicated:



|                        |  |                        |         |      |   |        
|----------------------- |  | ---------------------- | ------- | ---- | - | -------
|                        |  | December 31,          
|                        |  | 2004                   |         | 2003
|                        |  | (Dollars in Thousands)
|Cash and due from banks |  | $                      | 2,379   |      | $ | 1,800  
|Federal funds sold      |  |                        | 5,633   |      |   | 5,223  
|Securities              |  |                        | 4,108   |      |   | 5,482  
|Loans, net              |  |                        | 121,710 |      |   | 96,748 
|Premises and equipment  |  |                        | 4,339   |      |   | 3,219  
|Other assets            |  |                        | 3,623   |      |   | 1,174  
|                        |  |                        |         |      |   |        
|                        |  | $                      | 141,792 |      | $ | 113,646
|                        |  |                        |         |      |   |        
|Total deposits          |  | $                      | 125,006 |      | $ | 102,973
|Other borrowed funds    |  |                        | 5,000   |      |   |       
|Other liabilities       |  |                        | 445     |      |   | 571    
|Stockholders equity    |  |                        | 11,341  |      |   | 10,102 
|                        |  |                        |         |      |   |        
|                        |  | $                      | 141,792 |      | $ | 113,646
|                        |  |                        |         |      |   |        



As of December 31,
2004, we had total assets of $141.8 million, an increase of 24.76% over December 31, 2003. Total interest-earning assets were $131.5 million at December 31, 2004, or 92.71% of total assets, which declined from 94.55% at December 31, 2003. Our
primary interest-earning assets at December 31, 2004 were loans, which made up 92.59% of total interest-earning assets as compared to 90.04% at December 31, 2003. Our loan to deposit ratio was 98.65% at December 31, 2004, as compared to 95.14% at
December 31, 2003. Deposit growth of $22 million has been used primarily to fund loan growth of $25 million.



Our securities portfolio, consisting of U.S. Agency securities and mortgage-backed securities, totaled $4.1 million at December 31, 2004, compared to $5.5
million at December 31, 2003.



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##### Table of Contents

At December 31, 2004, eighty percent of our loan portfolio was collateralized, primarily by real estate
located in our market area of Coweta County and surrounding counties. A breakdown of our real estate loan portfolio as at December 31, 2004 is as follows: Our construction and land development loans, which comprise twenty-eight percent of the real
estate loan portfolio, consisted of loans primarily collateralized by one-to-four family residential properties. Real estate loans secured by one-to-four family residential properties comprised nine percent of the real estate loan portfolio, and
nonresidential real estate loans consisting primarily of small business commercial properties totaled sixty-two percent of the real estate loan portfolio. We generally require that loans collateralized by real estate not exceed eighty percent of the
collateral value.



The remaining twenty percent of the loan
portfolio consists of commercial, consumer and other loans. We require collateral commensurate with the repayment ability and creditworthiness of the borrower.



The specific economic and credit risks associated with our loan portfolio, especially the real estate portfolio, include, but are not limited to, a
general downturn in the economy which could affect unemployment rates in our market area, general real estate market deterioration, interest rate fluctuations, deteriorated or nonexisting collateral, title defects, inaccurate appraisals, financial
deterioration of borrowers, fraud, and any violation of banking protection laws. Construction lending can also present other specific risks to the lender such as whether developers can find builders to buy lots for home construction, whether the
builders can obtain financing for the construction, whether the builders can sell the home to a buyer, and whether the buyer can obtain permanent financing. Currently, real estate values and employment trends in our market area are stable with no
significant indications of a downturn in the local economy.



We
attempt to reduce these economic and credit risks not only by adhering to loan to value guidelines, but also by investigating the creditworthiness of the borrower and monitoring the borrowers financial position. Also, we establish and
periodically review our lending policies and procedures. State banking regulations limit exposure by prohibiting secured loan relationships that exceed twenty-five percent of the Banks statutory capital and unsecured loan relationships that
exceed fifteen percent of the Banks statutory capital.



LIQUIDITY AND CAPITAL RESOURCES



The purpose of liquidity management is to ensure that there are sufficient cash flows to satisfy demands for credit, deposit withdrawals, and our other needs. Traditional sources of liquidity include asset maturities and growth in core
deposits. A company may achieve its desired liquidity objectives from the management of assets and liabilities and through funds provided by operations. Funds invested in short-term marketable instruments and the continuous maturing of other earning
assets are sources of liquidity from the asset perspective. The liability base provides sources of liquidity through deposit growth, the maturity structure of liabilities, and accessibility to market sources of funds.



Scheduled loan payments are a relatively stable source of funds, but loan
payoffs and deposit flows fluctuate significantly, being influenced by interest rates, general economic conditions and competition. We attempt to price deposits to meet asset/liability objectives consistent with local market conditions.



Our liquidity and capital resources are monitored on a periodic basis by
management, state and federal regulatory authorities. As determined under guidelines established by regulatory authorities and internal policy, our liquidity was considered satisfactory at December 31, 2004.



At December 31, 2004, we had loan commitments outstanding of $26 million.
Because these commitments generally have fixed expiration dates and many will expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. If needed, we have the ability on a short-term basis
to borrow and purchase federal funds from other financial institutions. At December 31, 2004, we had arrangements with two commercial banks for additional short-term advances of $4.4 million.



At December 31, 2004, our capital ratios were considered adequate based on
regulatory minimum capital requirements. Stockholders equity increased in 2004 due to net income of $1,362,000, which was offset by a decrease in accumulated other comprehensive income in the amount of $33,002, net of the related tax effect
and payment of our first ever dividend totaling $90,000. Other comprehensive income consists of unrealized gains and losses on securities available for sale. For regulatory purposes, the net unrealized gains and losses on securities available for
sale are excluded in the computation of regulatory capital ratios.



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##### Table of Contents

The primary source of funds available to the Company is the payment of dividends by the Bank. Banking
regulations limit the amount of the dividends that may be paid without prior approval of the Banks regulatory agency. At December 31, 2004, the bank can pay approximately $681,000 dividends without regulatory approval.



The minimum capital requirements to be considered well capitalized under
prompt corrective action provisions and the actual capital ratios for the Company and the Bank as of December 31, 2004 are as follows:



|                           |  |                               |   |  |                   |   |  |                        |  
|-------------------------- |  | ----------------------------- | - |  | ----------------- | - |  | ---------------------- | -
|                           |  | Actual                        |  
|                           |  | Newnan CowetaBancshares, Inc. |   |  | NewnanCoweta Bank |   |  | RegulatoryRequirements |  
|Leverage capital ratio     |  | 8.29                          | % |  | 8.28              | % |  | 5.00                   | %
|Risk-based capital ratios: |  |                               |   |  |                   |   |  |                        |  
|Core capital               |  | 8.75                          | % |  | 8.74              | % |  | 6.00                   | %
|Total capital              |  | 10.00                         | % |  | 9.98              | % |  | 10.00                  | %



These ratios may
decline as asset growth continues, but are expected to exceed the regulatory minimum requirements. Anticipated future earnings will assist in keeping these ratios at satisfactory levels.



We believe that our liquidity and capital resources are adequate and will meet our foreseeable short- and long-term needs.
We anticipate that we will have sufficient funds available to meet current loan commitments and to fund or refinance, on a timely basis, our other material commitments and liabilities.



We are not aware of any other known trends, events or uncertainties, other than those discussed above, that will have or
that are reasonably likely to have a material effect on our liquidity, capital resources or operations. We are also not aware of any current recommendations by the regulatory authorities that, if they were implemented, would have such an effect.



EFFECTS OF INFLATION



The impact of inflation on banks differs from its impact on nonfinancial
institutions. Banks, as financial intermediaries, have assets that are primarily monetary in nature and that tend to fluctuate in concert with inflation. A bank can reduce the impact of inflation if it can manage its rate sensitivity gap. This gap
represents the difference between rate sensitive assets and rate sensitive liabilities. We, through our investment committee which oversees our asset-liability management, attempt to structure the assets and liabilities and manage the rate
sensitivity gap, thereby seeking to minimize the potential effects of inflation. For information on the management of the Banks interest rate sensitive assets and liabilities, see the Asset/Liability Management section.



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RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003



The following is a summary of our operations for the years indicated.



|                          |  |                          |       |      |   |      
|------------------------- |  | ------------------------ | ----- | ---- | - | -----
|                          |  | Years Ended December 31,
|                          |  | 2004                     |       | 2003
|                          |  | (Dollars in Thousands)  
|Interest income           |  | $                        | 7,760 |      | $ | 6,061
|Interest expense          |  |                          | 2,521 |      |   | 2,202
|                          |  |                          |       |      |   |      
|Net interest income       |  |                          | 5,239 |      |   | 3,859
|Provision for loan losses |  |                          | 382   |      |   | 366  
|Other income              |  |                          | 637   |      |   | 443  
|Other expenses            |  |                          | 3,344 |      |   | 2,574
|                          |  |                          |       |      |   |      
|Pretax income             |  |                          | 2,150 |      |   | 1,362
|Income taxes              |  |                          | 788   |      |   | 504  
|                          |  |                          |       |      |   |      
|Net income                |  | $                        | 1,362 |      | $ | 858  
|                          |  |                          |       |      |   |      



NET
INTEREST INCOME



Our results of operations are determined by
our ability to manage interest income and expense effectively, to minimize loan and investment losses, to generate noninterest income, and to control operating expenses. Because interest rates are determined by market forces and economic conditions
beyond our control, our ability to generate net interest income depends on our ability to obtain an adequate net interest spread between the rate we pay on interest-bearing liabilities and the rate we earn on interest-earning assets.



The net yield on average interest-earning assets was 4.40% in 2004, as
compared to 4.02% in 2003. Average loans increased by $26.5 million, which was the primary change in average interest-earning assets that increased overall by $23.2 million. The rate earned on average interest-earning assets increased to 6.51% in
2004 from 6.32% in 2003. Average interest-bearing liabilities increased by $21.9 million, with average time deposits accounting for the majority of this increase. The rate paid on average interest-bearing liabilities decreased to 2.39% in 2004, as
compared to 2.64% in 2003.



PROVISION FOR LOAN
LOSSES



The provision for loan losses was $382,000 in 2004, as
compared to $366,000 in 2003. The increase is due to maintaining our allowance for loan losses at a level based upon the application of our monthly calculation of the allowance for loan loss methodology. The allowance for loan loss methodology is
calculated by segmenting the loan portfolio into risk classifications. Our assignment of risk classifications to individual loans considers significant factors relative to the credit risk and loss exposure in the loan portfolio, including past due
and classified loans, historical experience, underlying collateral values, and current economic conditions that may affect the borrowers ability to repay. An allowance percentage is applied to each risk classification category to establish a
general allowance for loan losses. The allowance percentage determined for each risk classification is based upon our experience specifically and the historical experience of the banking industry generally. Based upon our evaluation of the loan
portfolio through our allowance for loan loss methodology, we believe the allowance for loan losses to be adequate to absorb losses on existing loans that may become uncollectible. In addition, classified loans, including impaired loans, are
analyzed individually in order to establish a specific allowance for loan losses. The total of these allowances are recorded as the allowance for loan losses on a monthly basis. The allowance for loan losses as a percentage of total loans was 1.30%
as of December 31, 2004, compared to 1.24% at December 31, 2003.



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##### Table of Contents

NONINTEREST INCOME



Noninterest income consists of service charges on deposit accounts and other miscellaneous revenues and fees. Noninterest
income was $637,000 in 2004, as compared to $443,000 in 2003, resulting in an increase of $194,000. The increase is primarily due to mortgage origination fees generated from the mortgage origination department which was established during 2003,
increase in service charges on deposit accounts related to overall deposit growth and recognition of income generated from Bank Owned Life Insurance. Gains on sales of securities were $0 during 2004 and $5,000 during 2003.



NONINTEREST EXPENSES



Noninterest expenses were $3,344,000 in 2004, as compared to $2,574,000 in
2003, or an increase of $770,000. Salaries and employees benefits increased by $438,000 due to an increase in the number of full time equivalent employees to 37 at December 31, 2004 from 28 at December 31, 2003, other annual salary increases,
and increased costs of employee benefits. Equipment and occupancy expenses increased by $153,000 due to increased depreciation and occupancy costs of our new branch office located in downtown Newnan, Georgia, which was completed in November 2003,
and lease expense for our loan production office in Peachtree City, Georgia. Other expenses increased by $178,000, due primarily to increased data processing costs of $63,000, increase telephone and communications cost of $20,000 and increased
accounting fees of $23,500. The increases in all other expenses were directly related to the overall growth of the Bank.



INCOME TAXES



Income tax expense was $788,000 for the year ended December 31, 2004, which resulted in an effective tax rate of 36.6% as compared to $504,000 for the
year ended December 31, 2003.



ASSET/LIABILITY
MANAGEMENT



Our objective is 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 are charged with the responsibility for monitoring policies and procedures
designed to ensure acceptable composition of the asset/liability mix. Managements overall philosophy is to support asset growth primarily through growth of core deposits of all categories made by local individuals, partnerships, and
corporations.



Our asset/liability mix is monitored on a
regular basis. The objective of our policy is to monitor interest rate-sensitive assets and liabilities so as to minimize the impact of substantial movements in interest rates on earnings. An asset or liability is considered to be interest
rate-sensitive if it will re-price or mature within the time period analyzed, usually one year or less. The interest rate-sensitivity gap is the difference between the interest-earning assets and interest-bearing liabilities scheduled to mature or
re-price within such time period. A gap is considered positive when the amount of interest rate-sensitive assets exceeds the amount of interest rate-sensitive liabilities. A gap is considered negative when the amount of interest rate-sensitive
liabilities exceeds the interest rate-sensitive assets. During a period of rising interest rates, a negative gap would tend to affect net interest income adversely, while a positive gap would tend to result in an increase in net interest income.
Conversely, during a period of falling interest rates, a negative gap would tend to result in an increase in net interest income, while a positive gap would tend to affect net interest income adversely. If our assets and liabilities were equally
flexible and moved concurrently, the impact of any increase or decrease in interest rates on net interest income would be minimal.



A simple interest rate gap analysis by itself may not be an accurate indicator of how net interest income will be affected by changes in
interest rates. Accordingly, we also evaluate how the repayment of particular assets and liabilities is impacted by changes in interest rates. Income associated with interest-earning assets and costs associated with interest-bearing liabilities may
not be affected uniformly by changes in interest rates. In addition, the magnitude and duration of changes in interest rates may have a significant impact on net interest income. For example, although certain assets and liabilities may have similar
maturities or periods of re-pricing, they may react in different degrees to changes in market interest rates. Interest rates on certain types of assets and liabilities fluctuate in advance of changes in general market rates, while interest rates on
other types may lag behind changes in general market rates. In addition, certain assets, such as adjustable rate mortgage loans, have features (generally referred to as interest rate caps and floors) that limit changes in interest rates.
Prepayment and early withdrawal levels also could deviate significantly from those assumed in calculating the interest rate gap. The ability of many borrowers to service their debts also may decrease during periods of rising interest rates.



Changes in interest rates also affect our liquidity position.
We currently price deposits in response to market rates and it is managements intention to continue this policy. If deposits are not priced in response to market rates, a loss of deposits could occur that would negatively affect our liquidity
position.



At December 31, 2004, our cumulative one-year
interest rate-sensitivity gap ratio was 110%. Our targeted ratio is 80% to 120% in this time horizon. This indicates that our interest-bearing assets will re-price during this period at a rate faster than our interest-earning liabilities.



19



---

##### Table of Contents

The following table sets forth the distribution of the re-pricing of our interest-earning assets and
interest-bearing liabilities as of December 31, 2004, the interest rate-sensitivity gap, the cumulative interest rate-sensitivity gap, the interest rate-sensitivity gap ratio and the cumulative interest rate-sensitivity gap ratio. The table also
sets forth the time periods in which interest-earning assets and interest-bearing liabilities will mature or may re-price in accordance with their contractual terms. However, the table does not necessarily indicate the impact of general interest
rate movements on the net interest margin as the re-pricing of various categories of assets and liabilities is subject to competitive pressures and the needs of our customers. In addition, various assets and liabilities indicated as re-pricing
within the same period may in fact re-price at different times within such period and at different rates.



|                                               |  |                        |        |                                     |   |         |                                    |  |   |                 |   |       |   |        |  |   |        
|---------------------------------------------- |  | ---------------------- | ------ | ----------------------------------- | - | ------- | ---------------------------------- |  | - | --------------- | - | ----- | - | ------ |  | - | -------
|                                               |  | WithinThree Months     |        | AfterThree Monthsbut WithinOne Year |   |         | After One Yearbut WithinFive Years |  |   | AfterFive Years |   | Total
|                                               |  | (Dollars in Thousands)
|Interest-earning assets:                       |  |                        |        |                                     |   |         |                                    |  |   |                 |   |       |   |        |  |   |        
|FHLB & FRB Stock                               |  | $                      | 722    |                                     | $ |        |                                    |  | $ |                |   |       | $ |       |  | $ | 722    
|Federal Funds Sold                             |  |                        | 5,633  |                                     |   |        |                                    |  |   |                |   |       |   |       |  |   | 5,633  
|Securities                                     |  |                        |       |                                     |   |        |                                    |  |   | 4,108           |   |       |   |       |  |   | 4,108  
|Loans                                          |  |                        | 82,386 |                                     |   | 13,311  |                                    |  |   | 25,562          |   |       |   | 2,212  |  |   | 123,471
|                                               |  |                        |        |                                     |   |         |                                    |  |   |                 |   |       |   |        |  |   |        
|                                               |  |                        | 88,741 |                                     |   | 13,311  |                                    |  |   | 29,670          |   |       |   | 2,212  |  |   | 133,934
|                                               |  |                        |        |                                     |   |         |                                    |  |   |                 |   |       |   |        |  |   |        
|Interest-bearing liabilities:                  |  |                        |        |                                     |   |         |                                    |  |   |                 |   |       |   |        |  |   |        
|Interest-bearing demand deposits and savings   |  |                        | 25,295 |                                     |   |        |                                    |  |   |                |   |       |   |       |  |   | 25,295 
|Time deposits                                  |  |                        | 18,928 |                                     |   | 24,337  |                                    |  |   | 46,179          |   |       |   |       |  |   | 89,444 
|Other borrowed funds                           |  |                        | 5,000  |                                     |   |        |                                    |  |   |                |   |       |   |       |  |   | 5,000  
|                                               |  |                        |        |                                     |   |         |                                    |  |   |                 |   |       |   |        |  |   |        
|                                               |  |                        | 49,223 |                                     |   | 24,337  |                                    |  |   | 46,179          |   |       |   |       |  |   | 119,739
|                                               |  |                        |        |                                     |  
|Interest rate sensitivity gap                  |  | $                      | 39,518 |                                     | $ | (11,026 | )                                  |  | $ | (16,509         | ) |       | $ | 2,212  |  | $ | 14,195 
|                                               |  |                        |        |                                     |   |         |                                    |  |   |                 |   |       |   |        |  |   |        
|Cumulative interest rate sensitivity gap       |  | $                      | 39,518 |                                     | $ | 28,492  |                                    |  | $ | 11,983          |   |       | $ | 14,195 |  |   |        
|                                               |  |                        |        |                                     |   |         |                                    |  |   |                 |   |       |   |        |  |   |        
|Interest rate sensitivity gap ratio            |  |                        | 1.80   |                                     |   | 0.54    |                                    |  |   | 0.64            |   |       |   |       |  |   |        
|                                               |  |                        |        |                                     |   |         |                                    |  |   |                 |   |       |   |        |  |   |        
|Cumulative interest rate sensitivity gap ratio |  |                        | 1.80   |                                     |   | 1.39    |                                    |  |   | 1.10            |   |       |   | 1.12   |  |   |        
|                                               |  |                        |        |                                     |   |         |                                    |  |   |                 |   |       |   |        |  |   |        



SELECTED FINANCIAL INFORMATION AND STATISTICAL DATA



The tables and schedules on the following pages set forth certain significant financial information and statistical data with respect to: the distribution of our assets, liabilities and stockholders equity; the interest rates we
experience; our investment portfolio; our loan portfolio, including types of loans, maturities, and sensitivities of loans to changes in interest rates and information on nonperforming loans; summary of the loan loss experience and allowance for
loan losses; types of deposits; and the return on equity and assets.



20



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##### Table of Contents

DISTRIBUTION OF ASSETS, LIABILITIES, AND STOCKHOLDERS EQUITY:

INTEREST RATES AND INTEREST DIFFERENTIALS



|                                             |  |                        |         |   |                |       |              |      |   |                    |   |         |                |  |              |       |  |      |  
|-------------------------------------------- |  | ---------------------- | ------- | - | -------------- | ----- | ------------ | ---- | - | ------------------ | - | ------- | -------------- |  | ------------ | ----- |  | ---- | -
|                                             |  | 2004                   |         |   | 2003           |      
|                                             |  | (dollars in thousands) |        
|                                             |  | AverageBalances(1)     |         |   | Income/Expense |       | Yields/Rates |      |   | AverageBalances(1) |   |         | Income/Expense |  | Yields/Rates |      
|Cash and due from banks                      |  | $                      | 2,249   |   |                |      |              |     | % |                    | $ | 1,910   |                |  | $            |      |  |     | %
|Taxable securities                           |  |                        | 4,805   |   |                | 183   |              | 3.81 |   |                    |   | 6,817   |                |  |              | 255   |  | 3.74 |  
|Unrealized gains on securities               |  |                        | 61      |   |                |      |              |     |   |                    |   | 149     |                |  |              |      |  |     |  
|Federal funds sold                           |  |                        | 5,160   |   |                | 66    |              | 1.29 |   |                    |   | 6,272   |                |  |              | 67    |  | 1.06 |  
|Loans (2) (3)                                |  |                        | 109,171 |   |                | 7,510 |              | 6.88 |   |                    |   | 82,704  |                |  |              | 5,739 |  | 6.94 |  
|Allowance for loan losses                    |  |                        | (1,335  | ) |                |      |              |     |   |                    |   | (995    | )              |  |              |      |  |     |  
|Other assets                                 |  |                        | 6,406   |   |                |       |              |      |   |                    |   | 3,493   |                |  |              |      |  |     |  
|                                             |  |                        |         |   |                |       |              |      |   |                    |   |         |                |  |              |       |  |      |  
|                                             |  | $                      | 126,517 |   |                |       |              |      |   |                    | $ | 100,350 |                |  |              |       |  |      |  
|                                             |  |                        |         |   |                |       |              |      |   |                    |   |         |                |  |              |       |  |      |  
|Total interest-earning assets                |  | $                      | 119,197 |   |                | 7,759 |              | 6.51 | % |                    | $ | 95,942  |                |  | $            | 6,061 |  | 6.32 | %
|                                             |  |                        |         |   |                |       |              |      |   |                    |   |         |                |  |              |       |  |      |  
|Noninterest-bearing demand                   |  | $                      | 9,459   |   |                |      |              |     | % |                    | $ | 6,697   |                |  | $            |      |  |     | %
|Interest-bearing demand and savings          |  |                        | 25,732  |   |                | 336   |              | 1.31 |   |                    |   | 19,662  |                |  |              | 253   |  | 1.29 |  
|Time deposits                                |  |                        | 78,410  |   |                | 2,161 |              | 2.76 |   |                    |   | 63,576  |                |  |              | 1,948 |  | 3.06 |  
|                                             |  |                        |         |   |                |       |              |      |   |                    |   |         |                |  |              |       |  |      |  
|Total deposits                               |  | $                      | 113,601 |   |                | 2,497 |              |      |   |                    | $ | 89,935  |                |  | $            | 2,201 |  |      |  
|                                             |  |                        |         |   |                |      
|Other borrowings                             |  |                        | 1,110   |   |                | 23    |              | 2.07 |   |                    |   | 34      |                |  |              | 1     |  | 2.94 |  
|Other liabilities                            |  |                        | 582     |   |                |      |              |     |   |                    |   | 682     |                |  |              |      |  |     |  
|Stockholders equity (4)                     |  |                        | 10,762  |   |                |      |              |     |   |                    |   | 9,699   |                |  |              |      |  |     |  
|                                             |  |                        |         |   |                |       |              |      |   |                    |   |         |                |  |              |       |  |      |  
|                                             |  | $                      | 126,055 |   |                |       |              |      |   |                    | $ | 100,350 |                |  |              |       |  |      |  
|                                             |  |                        |         |   |                |       |              |      |   |                    |   |         |                |  |              |       |  |      |  
|Total interest-bearing liabilities           |  | $                      | 105,252 |   |                | 2,520 |              | 2.39 | % |                    | $ | 83,272  |                |  | $            | 2,202 |  | 2.64 | %
|                                             |  |                        |         |   |                |       |              |      |   |                    |   |         |                |  |              |       |  |      |  
|Net interest income                          |  |                        |         |   |                | 5,239 |              |      |   |                    |   |         |                |  | $            | 3,859 |  |      |  
|                                             |  |                        |         |   |                |       |              |      |   |                    |   |         |                |  |              |       |  |      |  
|Net interest spread                          |  |                        |         |   |                |       |              | 4.12 | % |                    |   |         |                |  |              |       |  | 3.68 | %
|                                             |  |                        |         |   |                |       |              |      |   |                    |   |         |                |  |              |       |  |      |  
|Net yield on average interest-earning assets |  |                        |         |   |                |       |              | 4.40 | % |                    |   |         |                |  |              |       |  | 4.02 | %
|                                             |  |                        |         |   |                |       |              |      |   |                    |   |         |                |  |              |       |  |      |  

---

|(1) | Average balances were determined using the daily average balances.
|--- | ------------------------------------------------------------------

|(2) | Includes nonaccrual loans with average balances of $52,138 and $2,136 for the years ended December 31, 2004 and 2003, respectively.
|--- | -----------------------------------------------------------------------------------------------------------------------------------

|(3) | Interest and fees on loans includes $784,000 and $527,000 of loan fee income for the years ended December 31, 2004 and 2003, respectively. There was no interest income recognized on
nonaccrual loans during 2004 or 2003.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Average unrealized gains on securities available for sale are included in stockholders equity, net of tax.
|--- | -----------------------------------------------------------------------------------------------------------



21



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##### Table of Contents

RATE AND VOLUME ANALYSIS



The following table describes the extent to which changes in interest rates and changes in volume of interest-earning assets and interest-bearing
liabilities have affected our interest income and expense during the year indicated. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (1) change in volume (change in
volume multiplied by old rate); (2) change in rate (change in rate multiplied by old volume); and (3) a combination of change in rate and change in volume. The changes in interest income and interest expense attributable to both volume and rate have
been allocated proportionately on a consistent basis to the change due to volume and the change due to rate.



|                                                         |  |                                                       |      |   |        |   |       |     |  |   |       |  
|-------------------------------------------------------- |  | ----------------------------------------------------- | ---- | - | ------ | - | ----- | --- |  | - | ----- | -
|                                                         |  | Year Ended December 31, 2004 vs. 2003 Changes Due To: |     
|                                                         |  | Rate                                                  |      |   | Volume |   |       | Net | 
|                                                         |  | (Dollars in Thousands)                                |     
|Increase (decrease) in:                                  |  |                                                       |      |   |        |   |       |     |  |   |       |  
|Income from interest-earning assets:                     |  |                                                       |      |   |        |   |       |     |  |   |       |  
|Interest and fees on loans                               |  | $                                                     | (66  | ) |        | $ | 1,837 |     |  | $ | 1,771 |  
|Interest on taxable securities                           |  |                                                       | 22   |   |        |   | (94   | )   |  |   | (72   | )
|Interest on federal funds sold                           |  |                                                       | 11   |   |        |   | (12   | )   |  |   | (1    | )
|                                                         |  |                                                       |      |   |        |   |       |     |  |   |       |  
|Total interest income                                    |  |                                                       | (33  | ) |        |   | 1,731 |     |  |   | 1,698 |  
|                                                         |  |                                                       |      |   |        |   |       |     |  |   |       |  
|Expense from interest-bearing liabilities:               |  |                                                       |      |   |        |   |       |     |  |   |       |  
|Interest on interest-bearing demand deposits and savings |  |                                                       | 5    |   |        |   | 78    |     |  |   | 83    |  
|Interest on time deposits                                |  |                                                       | (241 | ) |        |   | 454   |     |  |   | 213   |  
|Interest on other borrowings                             |  |                                                       | (10  | ) |        |   | 32    |     |  |   | 22    |  
|                                                         |  |                                                       |      |   |        |   |       |     |  |   |       |  
|Total interest expense                                   |  |                                                       | (246 | ) |        |   | 564   |     |  |   | 318   |  
|                                                         |  |                                                       |      |   |        |   |       |     |  |   |       |  
|Net interest income                                      |  | $                                                     | 213  |   |        | $ | 1,167 |     |  | $ | 1,380 |  
|                                                         |  |                                                       |      |   |        |   |       |     |  |   |       |  



INVESTMENT PORTFOLIO



The carrying amounts of securities at the dates indicated, which are all
classified as available for sale, are summarized as follows:



|                           |  |                        |       |      |   |      
|-------------------------- |  | ---------------------- | ----- | ---- | - | -----
|                           |  | December 31,          
|                           |  | 2004                   |       | 2003
|                           |  | (Dollars in Thousands)
|U.S. Government agencies   |  | $                      | 3,892 |      | $ | 4,863
|Mortgage backed securities |  |                        | 216   |      |   | 619  
|                           |  |                        |       |      |   |      
|                           |  | $                      | 4,108 |      | $ | 5,482
|                           |  |                        |       |      |   |      



22



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##### Table of Contents

MATURITIES



The amounts of debt securities in each category as of December 31, 2004 are shown in the following table according to contractual maturity classifications
(1) one year or less, (2) after one through five years, (3) after five through ten years and (4) after ten years.



|                           |  |                  |   |                              |  |        |                              |          |  |      |        |  |          |   |  |   |  
|-------------------------- |  | ---------------- | - | ---------------------------- |  | ------ | ---------------------------- | -------- |  | ---- | ------ |  | -------- | - |  | - | -
|                           |  | One year or less |   | After one through five years |  |        | After five through ten years |         
|                           |  | Amount           |   | Yield(1)                     |  | Amount |                              | Yield(1) |  |      | Amount |  | Yield(1) |  
|U.S. Government agencies   |  | $                |  |                              |  |        | $                            | 3,892    |  | 4.02 | %      |  | $        |  |  |  | %
|Mortgage backed securities |  |                  |  |                              |  |        |                              | 216      |  | 4.21 | %      |  |          |  |  |  |  
|                           |  |                  |   |                              |  |        |                              |          |  |      |        |  |          |   |  |   |  
|                           |  | $                |  |                              |  |        | $                            | 4,108    |  | 4.03 | %      |  | $        |  |  |  | %
|                           |  |                  |   |                              |  |        |                              |          |  |      |        |  |          |   |  |   |  



|                           |  |                 |   |          |       |   |        |   |          |  |      |  
|-------------------------- |  | --------------- | - | -------- | ----- | - | ------ | - | -------- |  | ---- | -
|                           |  | After ten years |   |          | Total |  
|                           |  | Amount          |   | Yield(1) |       |   | Amount |   | Yield(1) | 
|U.S. Government agencies   |  | $               |  |          |      | % |        | $ | 3,892    |  | 4.02 | %
|Mortgage backed securities |  |                 |  |          |       |   |        |   | 216      |  | 4.21 | %
|                           |  |                 |   |          |       |   |        |   |          |  |      |  
|                           |  | $               |  |          |      | % |        | $ | 4,108    |  | 4.03 | %
|                           |  |                 |   |          |       |   |        |   |          |  |      |  

---

|(1) | The weighted average yields were computed using coupon interest, adding discount accretion or subtracting premium amortization, as appropriate, on a ratable basis over the life of
each security.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



LOAN PORTFOLIO



TYPES OF LOANS



The amounts of loans outstanding at the indicated dates are shown in the following table according to the type of loan.



|                               |  |                        |         |   |      |   |        |  
|------------------------------ |  | ---------------------- | ------- | - | ---- | - | ------ | -
|                               |  | December 31,           |        
|                               |  | 2004                   |         |   | 2003 |  
|                               |  | (Dollars in Thousands) |        
|Commercial and financial       |  | $                      | 18,676  |   |      | $ | 17,214 |  
|Real estate construction       |  |                        | 36,412  |   |      |   | 20,680 |  
|Real estate mortgage           |  |                        | 65,577  |   |      |   | 57,177 |  
|Consumer installment and other |  |                        | 2,806   |   |      |   | 3,026  |  
|                               |  |                        |         |   |      |   |        |  
|                               |  |                        | 123,471 |   |      |   | 98,097 |  
|Deferred loan fees             |  |                        | (155    | ) |      |   | (131   | )
|Allowance for loan losses      |  |                        | (1,606  | ) |      |   | (1,218 | )
|                               |  |                        |         |   |      |   |        |  
|Net loans                      |  | $                      | 121,710 |   |      | $ | 96,748 |  
|                               |  |                        |         |   |      |   |        |  



23



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##### Table of Contents

MATURITIES AND SENSITIVITIES OF LOANS TO CHANGES IN INTEREST RATES



Total loans as of December 31, 2004 are shown in the following table
according to contractual maturity classifications (1) one year or less, (2) after one through five years, and (3) after five years.





|                             |  |                        |        
|---------------------------- |  | ---------------------- | -------
|                             |  | (Dollars in Thousands)
|Commercial and Financial     |  |                        |        
|One year or less             |  | $                      | 12,620 
|After one through five years |  |                        | 6,056  
|After five years             |  |                        |       
|                             |  |                        |        
|                             |  |                        | 18,676 
|                             |  |                        |        
|Construction                 |  |                        |        
|One year or less             |  |                        | 35,506 
|After one through five years |  |                        | 906    
|After five years             |  |                        |       
|                             |  |                        |        
|                             |  |                        | 36,412 
|                             |  |                        |        
|Other                        |  |                        |        
|One year or less             |  |                        | 47,366 
|After one through five years |  |                        | 18,805 
|After five years             |  |                        | 2,212  
|                             |  |                        |        
|                             |  |                        | 68,383 
|                             |  |                        |        
|                             |  | $                      | 123,471
|                             |  |                        |        



The following table
summarizes loans at December 31, 2004 with the due dates after one year that have predetermined and floating or adjustable interest rates.



|                                      |  |                        |       
|------------------------------------- |  | ---------------------- | ------
|                                      |  | (Dollars in Thousands)
|Predetermined interest rates          |  | $                      | 2,511 
|Floating or adjustable interest rates |  |                        | 25,468
|                                      |  |                        |       
|                                      |  | $                      | 27,979
|                                      |  |                        |       



24



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##### Table of Contents

RISK ELEMENTS



Information with respect to non-accrual, past due, restructured and other problem loans at December 31, 2004 and 2003 is as follows:



|                                                                                                                               |  |                        |     |      |   |  
|------------------------------------------------------------------------------------------------------------------------------ |  | ---------------------- | --- | ---- | - | -
|                                                                                                                               |  | December 31,          
|                                                                                                                               |  | 2004                   |     | 2003
|                                                                                                                               |  | (Dollars in Thousands)
|Nonaccrual loans                                                                                                               |  | $                      | 270 |      | $ | 0
|Loans contractually past due ninety days or more as to interest or principal payments and still accruing                       |  |                        | 0   |      |   | 0
|Restructured loans                                                                                                             |  |                        | 0   |      |   | 0
|Loans, now current, about which there are serious doubts as to the ability of the borrower to comply with loan repayment terms |  |                        | 0   |      |   | 0
|Interest income that would have been recorded on nonaccrual and restructured loans under original terms                        |  |                        | 20  |      |   | 0
|Interest income that was recorded on nonaccrual and restructured loans                                                         |  |                        | 0   |      |   | 0



It is our policy to
discontinue the accrual of interest income when, in our opinion, collection of interest becomes doubtful. We will generally discontinue the accrual of interest income when (1) there is a significant deterioration in the financial condition of the
borrower and full repayment of principal and interest is not expected and (2) the principal or interest is more than ninety days past due, unless the loan is both well-secured and in the process of collection.



Loans classified for regulatory purposes as loss, doubtful, substandard or
special mention that have not been included in the table above do not represent or result from trends or uncertainties which we reasonably expect will materially impact future operating results, liquidity, or capital resources. These classified
loans do not represent material credits about which we are aware of any information that causes us to have serious doubts as to the ability of such borrowers to comply with the loan repayment terms.



25



---

##### Table of Contents

SUMMARY OF LOAN LOSS EXPERIENCE



The following table summarizes average loan balances for the year determined
using the daily average balances during the year; changes in the allowance for loan losses arising from loans charged off; recoveries on loans previously charged off; additions to the allowance which have been charged to operating expense; and the
ratio of net charge-offs during the year to average loans.



|                                                                            |  |                        |         |    |      |   |        |  
|--------------------------------------------------------------------------- |  | ---------------------- | ------- | -- | ---- | - | ------ | -
|                                                                            |  | December 31,           |        
|                                                                            |  | 2004                   |         |    | 2003 |  
|                                                                            |  | (Dollars in Thousands) |        
|Average amount of loans outstanding                                         |  | $                      | 109,171 |    |      | $ | 82,704 |  
|                                                                            |  |                        |         |    |      |   |        |  
|Balance of allowance for loan losses at beginning of year                   |  | $                      | 1,218   |    |      | $ | 854    |  
|                                                                            |  |                        |         |    |      |   |        |  
|Loans charged off                                                           |  |                        |         |    |      |   |        |  
|Commercial                                                                  |  |                        | 0       |    |      |   | 0      |  
|Real estate mortgage                                                        |  |                        | 0       |    |      |   | 2      |  
|Installment                                                                 |  |                        | 14      |    |      |   | 5      |  
|                                                                            |  |                        |         |    |      |   |        |  
|                                                                            |  |                        | 14      |    |      |   | 7      |  
|                                                                            |  |                        |         |    |      |   |        |  
|Loans recovered                                                             |  |                        |         |    |      |   |        |  
|Commercial                                                                  |  |                        | 0       |    |      |   | 0      |  
|Real estate mortgage                                                        |  |                        | 0       |    |      |   | 2      |  
|Installment                                                                 |  |                        | 20      |    |      |   | 3      |  
|                                                                            |  |                        |         |    |      |   |        |  
|                                                                            |  |                        | 20      |    |      |   | 5      |  
|                                                                            |  |                        |         |    |      |   |        |  
|Net charge-offs                                                             |  |                        | (6      | )  |      |   | 2      |  
|                                                                            |  |                        |         |    |      |   |        |  
|Additions to allowance charged to operating expense during year             |  |                        | 382     |    |      |   | 366    |  
|                                                                            |  |                        |         |    |      |   |        |  
|Balance of allowance for loan losses at end of year                         |  | $                      | 1,606   |    |      | $ | 1,218  |  
|                                                                            |  |                        |         |    |      |   |        |  
|Ratio of net loans charged off during the year to average loans outstanding |  |                        | (.0055  | )% |      |   | .0024  | %
|                                                                            |  |                        |         |    |      |   |        |  



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ALLOWANCE FOR LOAN LOSSES



The allowance for loan losses is maintained at a level that is deemed appropriate by management to adequately cover all
known and inherent risks in the loan portfolio. Managements evaluation of the loan portfolio includes a periodic review of loan loss experience, current economic conditions that may affect the borrowers ability to pay and the underlying
collateral value of the loans.



Based on our best estimate, the
allocation of the allowance for loan losses to types of loans, as of the indicated dates, is as follows:



|                               |  |                                                                   |       |         |                                                                   |   |        |   |         |  |     |  
|------------------------------ |  | ----------------------------------------------------------------- | ----- | ------- | ----------------------------------------------------------------- | - | ------ | - | ------- |  | --- | -
|                               |  | December 31, 2004Percent of loans in each category to total
loans |       |         | December 31, 2003Percent of loans in each category to total
loans |  
|                               |  | Amount                                                            |       | Percent |                                                                   |   | Amount |   | Percent | 
|                               |  | (Dollars in Thousands)                                            |      
|Commercial and Financial       |  | $                                                                 | 241   |         | 15                                                                | % |        | $ | 212     |  | 17  | %
|Real estate  construction     |  |                                                                   | 546   |         | 30                                                                | % |        |   | 272     |  | 22  | %
|Real estate  mortgage         |  |                                                                   | 786   |         | 53                                                                | % |        |   | 697     |  | 57  | %
|Consumer installment and other |  |                                                                   | 33    |         | 2                                                                 | % |        |   | 37      |  | 4   | %
|                               |  |                                                                   |       |         |                                                                   |   |        |   |         |  |     |  
|                               |  | $                                                                 | 1,606 |         | 100                                                               | % |        | $ | 1,218   |  | 100 | %
|                               |  |                                                                   |       |         |                                                                   |   |        |   |         |  |     |  



DEPOSITS



Average amount of deposits and average
rates paid thereon, classified as to noninterest-bearing demand deposits, interest-bearing demand and savings deposits and time deposits is presented below. (1)



|                                    |  |                          |         |         |      |   |        |   |         |  |      |  
|----------------------------------- |  | ------------------------ | ------- | ------- | ---- | - | ------ | - | ------- |  | ---- | -
|                                    |  | Years Ended December 31, |        
|                                    |  | 2004                     |         |         | 2003 |  
|                                    |  | Amount                   |         | Percent |      |   | Amount |   | Percent | 
|                                    |  | (Dollars in Thousands)   |        
|Noninterest-bearing demand          |  | $                        | 9,459   |         |     | % |        | $ | 6,697   |  |     | %
|Interest-bearing demand and savings |  |                          | 25,732  |         | 1.31 | % |        |   | 19,662  |  | 1.29 | %
|Time deposits                       |  |                          | 78,410  |         | 2.76 | % |        |   | 63,576  |  | 3.06 | %
|                                    |  |                          |         |         |      |   |        |   |         |  |      |  
|                                    |  | $                        | 113,601 |         |      |   |        | $ | 89,935  |  |      |  
|                                    |  |                          |         |         |      |   |        |   |         |  |      |  

---

|(1) | Average balances were determined using the daily average balances during the year.
|--- | ----------------------------------------------------------------------------------



The amounts of time certificates of deposit issued in amounts of $100,000 or more as of December 31, 2004 are shown below by
category, which is based on time remaining until maturity of (1) three months or less, (2) over three months through twelve months, and (3) over twelve months.



|                                        |  |                        |       
|--------------------------------------- |  | ---------------------- | ------
|                                        |  | (Dollars in Thousands)
|Three months or less                    |  | $                      | 6,995 
|Over three months through twelve months |  |                        | 7,079 
|Over twelve months                      |  |                        | 16,612
|                                        |  |                        |       
|Total                                   |  |                        | 30,686
|                                        |  |                        |       



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RETURN ON ASSETS AND STOCKHOLDERS EQUITY



The following rate of return information for the year indicated is presented
below.



|                           |  |                         |   |  |      |  
|-------------------------- |  | ----------------------- | - |  | ---- | -
|                           |  | Year Ended December 31, |  
|                           |  | 2004                    |   |  | 2003 |  
|Return on assets (1)       |  | 1.08                    | % |  | .86  | %
|Return on equity (2)       |  | 12.66                   | % |  | 8.85 | %
|Dividend payout ratio (3)  |  | 6.62                    | % |  |     |  
|Equity to assets ratio (4) |  | 8.51                    | % |  | 9.67 | %

---

|(1) | Net income divided by average total assets.
|--- | -------------------------------------------

|(2) | Net income divided by average equity.
|--- | -------------------------------------

|(3) | Dividends declared per share of common stock divided by net income per share.
|--- | -----------------------------------------------------------------------------

|(4) | Average equity divided by average total assets.
|--- | -----------------------------------------------



CONTRACTUAL OBLIGATIONS



The Company and the Bank have various contractual obligations that they must fund as part of their normal operations. The following table discloses
aggregate information about their contractual obligations and the periods in which payments are due. The amounts and time periods are measured from December 31, 2003.



|                                                                                |  |                                       |       |                 |   |          |  |          |    |                   |   |   |  |   |  
|------------------------------------------------------------------------------- |  | ------------------------------------- | ----- | --------------- | - | -------- |  | -------- | -- | ----------------- | - | - |  | - | -
|                                                                                |  | Payments due by period (in Thousands)
|                                                                                |  | Total                                 |       | Less than1 year |   | 1-3years |  | 3-5years |    | More than 5 years
|Long-Term Debt                                                                  |  | $                                     | 5,000 |                 | $ | 5,000    |  | $        | 0  |                   | $ | 0 |  | $ | 0
|Capital Lease Obligations                                                       |  |                                       | 0     |                 |   | 0        |  |          | 0  |                   |   | 0 |  |   | 0
|Operating Lease Obligations                                                     |  |                                       | 57    |                 |   | 18       |  |          | 36 |                   |   | 3 |  |   | 0
|Other Long-Term Liabilities Reflected on the Companys Balance Sheet under GAAP |  |                                       | 0     |                 |   | 0        |  |          | 0  |                   |   | 0 |  |   | 0
|                                                                                |  |                                       |       |                 |   |          |  |          |    |                   |   |   |  |   |  
|Total                                                                           |  | $                                     | 5,057 |                 | $ | 5,018    |  | $        | 36 |                   | $ | 3 |  | $ | 0
|                                                                                |  |                                       |       |                 |   |          |  |          |    |                   |   |   |  |   |  



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##### Table of Contents

ITEM 7. FINANCIAL STATEMENTS



The following consolidated financial statements of the Company and its subsidiary, together with the Report of Independent Registered Public Accounting Firm thereon, are included as Exhibit 99.1 hereto and are incorporated herein by
reference.



Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements



Consolidated Balance Sheets as of December 31, 2004 and 2003



Consolidated Statements of Income for the years ended December 31, 2004 and 2003



Consolidated Statements of Comprehensive Income for the years ended December 31, 2004 and 2003



Consolidated Statements of Stockholders Equity for the years ended December 31, 2004 and 2003



Consolidated Statements of Cash Flows for the years ended December 31, 2004 and 2003



Notes to Consolidated Financial Statements



ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE



During the past two years, the Company did not change accountants nor have any disagreements with its accountants on any matters of accounting principles
or practices or financial statement disclosure.



ITEM 8A. CONTROLS AND PROCEDURES



As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and the Principal Financial and Accounting Officer, of the design and
operation of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Principal Financial and Accounting Officer concluded that our disclosure controls and procedures are effective for gathering, analyzing
and disclosing the information that we are required to disclose in the reports we file under the Securities Exchange Act of 1934, within the time periods specified in the SECs rules and forms. Our Chief Executive Officer and Principal
Financial and Accounting Officer also concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to our company required to be included in our periodic SEC filings. In connection with
the new rules, we are in process of further reviewing and documenting our disclosure controls and procedures, including our internal controls and procedures for financial reporting, and may from time to time make changes designed to enhance their
effectiveness and to ensure that our system evolves with our business.



There have been no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the date of this evaluation.



ITEM 8B. OTHER INFORMATION



Not applicable.



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##### Table of Contents

PART III



ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT



Upon written request, a copy of the Companys Code of Ethics shall be furnished to shareholders without charge. Please direct your requests to Ann Bledsoe, Newnan Coweta Bancshares, Inc., 145 Millard Farmer
Industrial Boulevard, Newnan, Georgia 30263.



The information appearing under
the heading Election of Directors Executive Officers, Section 16(a) Beneficial Ownership Reporting Compliance and Corporate Governance and Board Matters in the Proxy Statement (the 2004 Proxy
Statement) relating to the annual meeting of shareholders of the Company, expected to be held June 8, 2005, is incorporated herein by reference.



ITEM 10. EXECUTIVE COMPENSATION



The information appearing under the heading Compensation of Executive Officers and Directors in the 2005 Proxy Statement is incorporated herein by reference.



ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



The information appearing under the heading Ownership of Common Stock in the 2005 Proxy Statement is incorporated herein by reference.



ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



The information appearing under the caption Related Party Transactions in the 2005 Proxy Statement is incorporated herein by reference.



ITEM 13. EXHIBITS



(a) The following exhibits
are filed as a part of or incorporated by reference in this report:



|            |  |                                                                                                                                                                                                                                                                                   
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                       
|2.1         |  | Reorganization Agreement dated April 12, 2001 by and among the Registrant, Newnan Coweta Bank and Newnan Interim Corporation (filed as Exhibit 2.1 to the Registrants Form 8-K12g3
previously filed with the Commission on October 11, 2001 and incorporated herein by reference)
|            | 
|3.1         |  | Articles of Incorporation of the Company (filed as Exhibit 3.1 to the Registrants Form 8-K12g3 previously filed with the Commission on October 11, 2001 and incorporated herein by
reference)                                                                                    
|            | 
|3.2         |  | Bylaws of the Company, as amended (filed as Exhibit 3.2 to the Registrants Form 8-K12g3 previously filed with the Commission on October 11, 2001 and incorporated herein by
reference)                                                                                           
|            | 
|10.1        |  | 2001 Incentive Stock Option Plan (filed as Exhibit 10.1 of Registrants Form 10-KSB previously filed with the Commission on March 29, 2002 and incorporated herein by
reference)*                                                                                                 
|            | 
|10.2        |  | Employment Agreement of James B. Kimsey (filed as Exhibit 6.2 to the Registrants Form 10-SB previously filed with the Commission on April 30, 2001 and incorporated herein by
reference)*                                                                                        
|            | 
|16          |  | Letter on changes in certifying accountant (filed as Exhibit 16.1 to the Registrants Current Report on Form 8-K/A previously filed with the Commission on April 17, 2003 and incorporated
herein by reference)                                                                   
|            | 
|21          |  | Subsidiaries of the Registrant                                                                                                                                                                                                                                                    
|            | 
|23          |  | Consent of McNair, McLemore, Middlebrooks & Co., LLP                                                                                                                                                                                                                              
|            | 
|31.1        |  | Certificate of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                      
|            | 
|31.2        |  | Certificate of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                      



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##### Table of Contents

|     |  |                                                                             
|---- |  | ----------------------------------------------------------------------------
|32.1 |  | Certificate of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|     | 
|32.2 |  | Certificate of CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|     | 
|99.1 |  | Consolidated Financial Statements                                           

---

|* | Denotes a management contract or compensatory plan or arrangement.
|- | ------------------------------------------------------------------



ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES



The information appearing under the heading Independent Public Accountants in the 2005 Proxy Statement is incorporated herein by reference.



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##### Table of Contents

SIGNATURES



In accordance with
Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



NEWNAN COWETA BANCSHARES, INC.(Registrant)By:

\s\ James B. KimseyJames B. KimseyPresident and Chief Executive OfficerDate: March 24, 2005




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.



|                                     |  |                     
|------------------------------------ |  | --------------------
|\s\ James B. Kimsey                  |  | Date: March 24, 2005
|James B. Kimsey, President,          |  |                     
|Chief Executive Officer and Director |  |                     
|[Principal Executive Officer]        |  |                     
|                                     | 
|\s\ Ann B. Bledsoe                   |  | Date: March 24, 2005
|Ann B. Bledsoe,                      |  |                     
|Chief Financial Officer              |  |                     
|[Principal Financial Officer and     |  |                     
|Principal Accounting Officer]        |  |                     
|                                     | 
|\s\ Robert E. Cordle                 |  | Date: March 24, 2005
|Robert E. Cordle, Director           |  |                     
|                                     | 
|\s\ Joe S. Crain                     |  | Date: March 24, 2005
|Joe S. Crain, Jr., Director          |  |                     
|                                     | 
|\s\ Douglas T. Daviston              |  | Date: March 24, 2005
|Douglas T. Daviston, Director        |  |                     
|                                     | 
|\s\ Otis F. Jones                    |  | Date: March 24, 2005
|Otis F. Jones, Director              |  |                     
|                                     | 
|\s\ David LaGuardia                  |  | Date: March 24, 2005
|David LaGuardia, Director            |  |                     
|                                     | 
|\s\ Bob B. Mann                      |  | Date: March 24, 2005
|Bob B. Mann, Jr., Director           |  |                     
|                                     | 
|\s\ Theo D. Mann                     |  | Date: March 24, 2005
|Theo D. Mann, Director               |  |                     



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##### Table of Contents

|                                    |  |                      
|----------------------------------- |  | ---------------------
|\s\ Dennis H. McDowell              |  | Date: March 24, 2005 
|Dennis H. McDowell, II, Director    |  |                      
|                                    | 
|\s\ J. Walker Moody                 |  | Date: March 24, 2005 
|J. Walker Moody, Director           |  |                      
|                                    | 
|\s\ James Van S. Mottola            |  | Date: March 24, 2005 
|James Van S. Mottola                |  |                      
|Director & Chairman of the Board    |  |                      
|                                    | 
|\s\ Melvin Samuels                  |  | Date : March 24, 2005
|Melvin Samuels, Director            |  |                      
|                                    | 
|\s\ Donald L. Sprayberry            |  | Date: March 24, 2005 
|Donald L. Sprayberry, Jr., Director |  |                      
|                                    | 
|\s\ Jennifer J. Thomasson           |  | Date: March 24, 2005 
|Jennifer J. Thomasson, Director     |  |                      
|                                    | 
|\s\ Woodie T. Wood                  |  | Date: March 24, 2005 
|Woodie T. Wood, Director            |  |                      



33