2003 ANNUAL REPORT




                               [GRAPHIC OMITTED]




                                  DECATUR FIRST
                                BANK GROUP, INC.






<PAGE>


                         DECATUR FIRST BANK GROUP, INC.

                                Table of Contents



                                                                           Page
                                                                           ----

To  Our  Shareholders  . . . . . . . . . . . . . . . . . . . . . . . . . .    2
Selected  Financial  Data. . . . . . . . . . . . . . . . . . . . . . . . .    3
Management's  Discussion  and  Analysis  of  Financial  Condition
      and  Results  of  Operations . . . . . . . . . . . . . . . . . . . .    4
Report of Independent Certified Public Accountants . . . . . . . . . . . .   15
Consolidated  Financial  Statements. . . . . . . . . . . . . . . . . . . .   16
Notes  to  Consolidated  Financial  Statements . . . . . . . . . . . . . .   21
Corporate  and  Shareholder  Information . . . . . . . . . . . . . . . . .   36


Decatur  First  Bank  Group,  Inc.,  a Georgia Corporation (the "Company"), is a
holding  company  engaged  in  commercial  banking  primarily  in DeKalb County,
Georgia.  The  Company  currently  has  one  subsidiary, Decatur First Bank (the
"Bank"),  which  is  active  in  retail  and  commercial  banking.

There  is  no  established public trading market for the Company's Common Stock.
As  of  March  16,  2004,  the  Company  had  823  shareholders  of  record.

It  is the policy of the Board of Directors to reinvest earnings for such period
of  time as is necessary to ensure the success of the operations of the Company.
The  Company  has  no  current  plans to initiate payment of cash dividends, and
future  dividend  policy  will  depend  on  the  Company's  earnings,  capital
requirements,  financial  condition and other factors considered relevant by the
Board  of  Directors  of the Company.  The Company declared no dividends in 2003
and  is  not  expected  to  do  so  for  the foreseeable future.  Information on
restrictions  on  the  amount  of  dividends payable by the Company and the Bank
appears  in  Note  12  to  the  Company's  Audited  Financial  Statements.

This report serves as our annual disclosure statement as required by the Federal
Deposit  Insurance  Corporation.  This  statement  has  not  been  reviewed,  or
confirmed  for  accuracy  or  relevance,  by  the  Federal  Deposit  Insurance
Corporation.


<PAGE>

To our shareholders:


One million dollars!  Actually, $1,000,490 is the "bottom line".  Decatur First
Bank's pre-tax income for 2003 was over one million dollars!

At the risk of stating the obvious, I would like to say that we are very proud
of this accomplishment.  This is an important milestone in the life of the bank.
This level of earnings allows us to continue to create value for our
shareholders and fund the bank's growth.  Our earnings per share increased from
$.68 per share in 2002 to $.84 per share in 2003.  Book value increased from
$11.01 per share to $11.56 per share.  Our most recent stock sales were at
$17.00 per share and we continue to have a list of people who would like to buy
our stock.

2003 was a year of expansion for Decatur First Bank.  We opened our first Loan
Production Office in Greensboro, across from the entrance to Reynolds
Plantation. Wilbur (Bill) Kurtz, who was formerly the President of Decatur
Federal Bank, joined us in the summer of 2003 to open this office.  Bill is
focusing on lot loans, construction loans, and permanent mortgages for homes in
this area.  Larry Womack, a long-time construction lender, joined Bill in this
office. The office opened in mid-September and by year-end, it had over $5
million in loans.  As of mid-March, this has grown to over $8 million.

During November, we bid on the opportunity to open an office in the new Super
Wal-Mart that is being built at Fairington Rd. and Panola Rd.  We received our
approval from Wal-Mart early this year and have recently been approved by both
the Georgia Department of Banking and Finance and the FDIC.  Grand Opening is
tentatively set for July 18, 2004.  This is a fantastic opportunity!  According
to Wal-Mart's predictions, 50,000 people will be exposed to our bank each week!

While focusing on expanding our business with our current customers, we will
continue to seek opportunities for geographic expansion during 2004 and 2005.
We anticipate flat to decreasing profits during this period of expansion, but
plan to off set some of this effect by offering new products and increasing our
business development efforts.

You may follow our progress by viewing our web site at www.decaturfirstbank.com
                                                       ------------------------
for the latest quarterly numbers.  For more detailed information, go to the
Securities and Exchange Commission web site at
www.sec.gov/cgi-bin/srch-edgar?582254289 and get all the financial details.
----------------------------------------

                                            Sincerely,


                                             /s/ Judy B. Turner
                                             Judy B. Turner
                                             President & CEO


                                        2
<PAGE>
<TABLE>
<CAPTION>
                                DECATUR FIRST BANK


                             SELECTED FINANCIAL DATA
                       (in thousands except per share data)


                                      2003      2002     2001     2000     1999
                                    ---------  -------  -------  -------  -------
<S>                                 <C>        <C>      <C>      <C>      <C>
FOR THE YEAR
  Net interest income               $  3,611    3,362    2,977    2,810    1,772
  Provision for loan losses              185      400      510      250      152
  Noninterest income                     831      706      698      344      376
  Noninterest expense                  3,256    2,789    2,589    2,436    1,880
  Income taxes (benefit)                 226      246      220      178     (411)
  Net earnings                      $    775      633      357      291      527

PER COMMON SHARE
  Basic earnings                    $    .84      .68      .38      .31      .56
  Diluted earnings                       .82      .66      .38      .30      .56
  Cash dividends declared                  -        -        -        -        -
  Book value                        $  11.56    11.01     9.94     9.53     8.91

AT YEAR END
  Loans, net                        $ 71,012   62,395   41,878   34,793   24,600
  Earning assets                      96,526   88,287   78,408   67,045   44,681
  Assets                             102,785   95,284   84,021   73,020   49,759
  Deposits                            83,748   74,445   64,660   58,642   41,224
  Stockholders' equity              $ 10,690   10,177    9,264    8,889    8,397
  Common shares outstanding              924      924      932      933      942

AVERAGE BALANCES
  Loans                             $ 68,704   49,293   39,215   31,440   15,867
  Earning assets                      94,094   81,304   77,794   54,420   37,744
  Assets                             100,518   86,446   83,233   59,144   40,993
  Deposits                            81,600   66,455   65,468   45,926   32,804
  Stockholders' equity              $ 10,598    9,626    9,250    8,573    8,123
  Weighted average shares
    outstanding                          924      932      932      939      942

KEY PERFORMANCE RATIOS
  Return on average assets               .77%     .73%     .43%     .49%    1.29%
  Return on average stockholders'
    equity                              7.31%    6.58%    3.86%    3.39%    6.49%
  Net interest margin                   3.84%    4.14%    3.83%    5.16%    4.69%
</TABLE>


                                        3
<PAGE>
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

                                     GENERAL

Decatur  First  Bank  Group,  Inc.  is  a  bank holding company headquartered in
Decatur,  Georgia  organized  to  own  all  of  the  common  stock  of  its bank
subsidiary,  Decatur  First  Bank.  The  principal  activity  of  the bank is to
provide  banking  services  to  domestic  markets, principally in DeKalb County,
Georgia.  The  bank  is primarily regulated by the Georgia Department of Banking
and Finance and the Federal Deposit Insurance Corporation and undergoes periodic
examinations  by  these  regulatory  agencies.  Our  bank  holding  company  is
regulated  by  the  Federal  Reserve  Bank  and  also  is  subject  to  periodic
examinations.

The  following  discussion  describes  our  results  of  operations  for 2003 as
compared  to  2002  and also analyzes our financial condition as of December 31,
2003  as  compared  to  December 31, 2002.  Like most community banks, we derive
most  of  our income from interest we receive on our loans and investments.  Our
primary  source of funds for making these loans and investments is our deposits,
on  which we pay interest.  Consequently, one of the key measures of our success
is  our  amount  of net interest income, or the difference between the income on
our  interest-earning  assets, such as loans and investments, and the expense on
our  interest-bearing liabilities, such as deposits.  Another key measure is the
spread  between  the yield we earn on these interest-earning assets and the rate
we  pay  on  our  interest-bearing  liabilities.

We  have  included  a  number  of  tables  to assist in our description of these
measures.  For  example,  the "Average Balances" table shows the average balance
during  2003 and 2002 of each category of our assets and liabilities, as well as
the yield we earned or the rate we paid with respect to each category.  A review
of this table shows that our loans typically provide higher interest yields than
do  other  types of interest earning assets, which is why we intend to channel a
substantial  percentage  of  our  earning  assets  into  our  loan  portfolio.
Similarly,  the  "Rate/Volume  Analysis"  table  helps demonstrate the impact of
changing interest rates and changing volume of assets and liabilities during the
years  shown.  We also track the sensitivity of our various categories of assets
and  liabilities  to  changes  in  interest  rates,  and  we  have  included  a
"Sensitivity  Analysis Table" to help explain this.  Finally, we have included a
number of tables that provide detail about our investment securities, our loans,
and  our  deposits.

Of  course,  there  are risks inherent in all loans, so we maintain an allowance
for  loan  losses  to  absorb  possible losses on existing loans that may become
uncollectible.  We establish and maintain this allowance by charging a provision
for  loan  losses  against  our operating earnings.  In the following section we
have  included  a detailed discussion of this process, as well as several tables
describing  our  allowance  for  loan  losses.

In  addition  to  earning  interest on our loans and investments, we earn income
through  fees  and  other  expenses we charge to our customers.  We describe the
various  components  of  this  noninterest  income,  as  well as our noninterest
expense,  in  the  following  discussion.

The  following  discussion and analysis also identifies significant factors that
have  affected  our  financial position and operating results during the periods
included  in  the  accompanying  financial statements.  We encourage you to read
this  discussion  and  analysis in conjunction with the financial statements and
the  related  notes  and the other statistical information also included in this
report.


                                        4
<PAGE>
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS, CONTINUED

                           FORWARD-LOOKING STATEMENTS

This  report  contains  "forward-looking  statements"  relating  to,  without
limitation,  future economic performance, plans and objectives of management for
future  operations,  and  projections of revenues and other financial items that
are  based  on  the  beliefs  of  management, as well as assumptions made by and
information  currently  available  to  management.  The  words  "may,"  "will,"
"anticipate," "should," "would," "believe," "contemplate," "expect," "estimate,"
"continue,"  "may," and "intend," as well as other similar words and expressions
of  the future, are intended to identify forward-looking statements.  Our actual
results  may differ materially from the results discussed in the forward-looking
statements,  and  our  operating  performance each quarter is subject to various
risks  and  uncertainties  that  are discussed in detail in our filings with the
Securities  and  Exchange  Commission,  including,  without  limitation:

     -    the effects of future economic conditions;
     -    governmental monetary and fiscal policies, as well as legislative and
          regulatory changes;
     -    changes in interest rates and their effect on the level and
          composition of deposits, loan demand, and the values of loan
          collateral, securities and other interest-sensitive assets and
          liabilities;
     -    our ability to control costs, expenses, and loan delinquency rates;
          and
     -    the effects of competition from other commercial banks, thrifts,
          mortgage banking firms, consumer finance companies, credit unions,
          securities brokerage firms, insurance companies, money market and
          other mutual funds and other financial institutions operating in our
          market area and elsewhere, including institutions operating
          regionally, nationally, and internationally, together with such
          competitors offering banking products and services by mail, telephone,
          computer and the Internet.

                              RESULTS OF OPERATIONS

Net  income for 2003 was $775,000 compared to $633,000 in 2002.  The increase in
net  income  in  2003  compared to 2002 was primarily due to the increase in net
interest  income.  Our  operational  results  depend  to  a  large degree on net
interest income, which is the difference between the interest income received on
investments (such as loans, investment securities, federal funds sold, etc.) and
the interest expense, which is paid on deposit liabilities.  Net interest income
was  $3,611,000  for  the year ended December 31, 2003 compared to $3,362,000 in
2002.

The provision for loan losses in 2003 was $185,000 compared to $400,000 in 2002.
The provision for loan losses reflects management's estimate of potential losses
inherent  in the loan portfolio and the creation of an allowance for loan losses
adequate  to  absorb  such  losses.

Other  operating  income  for  the year ended December 31, 2003 totaled $831,000
compared  to $706,000 in 2002.  Other operating income includes services charges
on  deposit  accounts,  income  from  our  mortgage  origination  affiliate  and
investment  security  gains.  Declining  interest  rates  during  2003  and 2002
provided  us  with  an  opportunity  to  derive  significant  income  from  the
origination of mortgage loans.  Other operating expenses in 2003 were $3,256,000
compared  to  $2,789,000  in  2002.  The  largest  component  of other operating
expenses  is  salaries and benefits, which totaled $1,732,000 for the year ended
December  31,  2003  compared  to  $1,470,000  in  2002.

NET  INTEREST  INCOME

For  the  years  ended  December  31, 2003 and 2002, net interest income totaled
$3,611,000  and $3,362,000, respectively.  Interest income from loans, including
fees was $4,402,000 representing a yield of 6.41% in 2003 compared to a yield of
7.20% in 2002.  Significant decreases in the prime lending rate in 2002 resulted
in  the decrease in yield on loans.  Interest expense totaled $1,593,000 for the
year  ended  December 31, 2003 compared to $1,451,000 in 2002.  The net interest
margin  realized  on  earning assets and the interest rate spread were 3.84% and
3.29%,  respectively,  for  the  year  ended  December  31,  2003 compared to an
interest  rate  margin  of  4.14%  and  interest  rate  spread of 3.55% in 2002.


                                        5
<PAGE>
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS, CONTINUED

AVERAGE BALANCES AND INTEREST RATES

The  table  below  shows  the  average  balance outstanding for each category of
interest  earning  assets and interest-bearing liabilities for 2003 and 2002 and
the average rate of interest earned or paid thereon.  Average balances have been
derived  from  the  daily  balances  throughout  the  period  indicated.

<TABLE>
<CAPTION>
                                           For the Year Ended December 31, 2003          For the Year Ended Dec  ember 31, 2002
                                        ---------------------------------------------  ------------------------------------------
                                               (Amounts presented in thousands)             (Amounts presented in thousands)

                                          Average                          Yield/         Average                      Yield/
                                          Balance        Interest           Rate          Balance      Interest         Rate
                                        ------------  --------------  ----------------  -----------  ------------  ---------------
<S>                                     <C>           <C>             <C>               <C>          <C>           <C>
Assets:
  Interest earning assets:
    Loans (including loan fees)         $    68,704           4,402              6.41%  $    49,293         3,548            7.20%
    Investment securities                    19,924             719              3.61%       25,519         1,131            4.43%
    Interest-bearing deposits                 2,597              45              1.73%        2,164            63            2.91%
    Federal funds sold                        2,869              38              1.32%        4,328            71            1.64%
                                        ------------  --------------                    -----------  ------------
  Total interest earning assets              94,094           5,204              5.53%       81,304         4,813            5.92%
  Other non-interest earnings assets          6,424                                           5,142
                                        ------------                                    -----------

        Total assets                    $   100,518                                     $    86,446
                                        ============                                    ===========

Liabilities and stockholders' equity:
  Interest-bearing liabilities:
    Deposits:
      Interest-bearing demand and
        savings                         $    26,733             125              0.47%  $    24,397           160            0.66%
      Time                                   36,283           1,068              2.94%       27,088           880            3.25%
    Other borrowings                          7,978             400              5.01%        9,805           411            4.19%
                                        ------------  --------------                    -----------  ------------
  Total interest-bearing liabilities         70,994           1,593              2.24%       61,290         1,451            2.37%
                                                      --------------                                 ------------
  Other non-interest bearing
    liabilities                              18,926          15,530
  Stockholders' equity                       10,598           9,626
                                        ------------  --------------

        Total liabilities and
          stockholders' equity          $   100,518                                     $    86,446
                                        ============                                    ===========

Excess of interest-earning assets
  over interest bearing liabilities     $    23,100                                     $    20,014
                                        ============                                    ===========

Ratio of interest-earning assets
  to interest-bearing liabilities               133%                                            133%

Net interest income                                           3,611                                         3,362
                                                      ==============                                  ============

Net interest spread                                                              3.29%                                       3.55%
                                                                          ============                                ============

Net interest margin                                                              3.84%                                       4.14%
                                                                          ============                                ============
</TABLE>

Non-accrual  loans  are  included  in  average  loan balances during the periods
presented  as  the  balances  were  not  significant.


                                        6
<PAGE>
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS, CONTINUED

VOLUME/RATE  ANALYSIS

Net  interest  income  can  also  be analyzed in terms of the impact of changing
rates  and  changing  volume.  The following table describes the extent to which
changes  in  interest rates and changes in the volume of interest-earning assets
and  interest-bearing liabilities have affected our interest income and interest
expense  during  the  periods  indicated.

<TABLE>
<CAPTION>
                                          2003 COMPARED TO 2002
                                INCREASE (DECREASE) DUE TO CHANGES IN NET

                                         VOLUME   RATE   CHANGE
                                        --------  -----  -------
<S>                                     <C>       <C>    <C>
Interest income on:
  Loans (including loan fees)           $ 1,277   (423)     854
  Investment securities                    (223)  (189)    (412)
  Interest-bearing deposits                  11    (29)     (18)
  Federal funds sold                        (21)   (12)     (33)
                                        --------  -----  -------
                                          1,044   (653)     391
                                        --------  -----  -------

Interest expense on:
  Interest-bearing demand and savings        14    (49)     (35)
  Time                                      277    (89)     188
  Other borrowings                         (84)    73      (11)
                                        --------  -----  -------
                                            207    (65)     142
                                        --------  -----  -------

                                        $   837   (588)     249
                                        ========  =====  =======
</TABLE>

INTEREST RATE SENSITIVITY AND ASSET LIABILITY MANAGEMENT

Interest  rate sensitivity measures the timing and magnitude of the repricing of
assets  compared  with  the repricing of liabilities and is an important part of
asset/liability  management  of  a  financial  institution.  The  objective  of
interest  rate  sensitivity  management  is  to  generate  stable  growth in net
interest  income,  and  to  control  the  risks  associated  with  interest rate
movements.  Management  constantly  reviews  interest rate risk exposure and the
expected  interest  rate  environment  so  that  adjustments  in  interest  rate
sensitivity  can be timely made.  Since the assets and liabilities of a bank are
primarily  monetary  in  nature  (payable  in  fixed, determinable amounts), the
performance  of  a  bank  is  affected more by changes in interest rates than by
inflation.  Interest  rates  generally  increase  as  the  rate  of  inflation
increases,  but  the  magnitude  of  the  change  in  rates may not be the same.

Net  interest  income  is  the  primary  component  of  net income for financial
institutions.  Net  interest  income  is affected by the timing and magnitude of
repricing  of as well as the mix of interest sensitive and noninterest sensitive
assets and liabilities.  "Gap" is a static measurement of the difference between
the  contractual  maturities or repricing dates of interest sensitive assets and
interest  sensitive  liabilities  within the following twelve months.  Gap is an
attempt  to  predict  the  behavior of the bank's net interest income in general
terms  during periods of movement in interest rates.  In general, if the bank is
asset  sensitive,  more of its interest sensitive assets are expected to reprice
within  twelve  months  than  its  interest  sensitive liabilities over the same
period.  In a rising interest rate environment, assets repricing more quickly is
expected  to  enhance  net  interest income.  Alternatively, decreasing interest
rates would be expected to have the opposite effect on net interest income since
assets  would  theoretically  be  repricing at lower interest rates more quickly
than  interest  sensitive  liabilities.  Although  it  can  be used as a general
predictor,  Gap  as  a  predictor  of  movements  in  net  interest  income  has
limitations  due  to the static nature of its definition and due to its inherent
assumption  that  all  assets  will  reprice  immediately  and  fully  at  the
contractually  designated  time.  At December 31, 2003, the bank, as measured by
Gap,  is in an asset sensitive position.  Management has several tools available
to  it  to  evaluate  and  affect  interest rate risk, including deposit pricing
policies  and  changes  in  the  mix of various types of assets and liabilities.


                                        7
<PAGE>
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS, CONTINUED

We also measure the actual effects that repricing opportunities have on earnings
through  simulation  modeling,  referred to as earnings at risk.  For short-term
interest  rate  risk,  the  bank's  model  simulates the impact of balance sheet
strategies  on  net  interest income, pre-tax income, and net income.  The model
includes  interest  rate ramps to test the impact of rising and falling interest
rates  on  projected  earnings.  Rates  are  ramped  over  a one-year period and
include a level rate scenario as the benchmark with rising and falling 200 basis
point  scenarios  for  comparison.  The bank determines the assumptions that are
used in the model.  The December 31, 2003 model reflects an increase of 2.94% in
net  interest  income  in  a  200  basis  point increase in interest rates and a
2.11%  decrease in net interest income in a 200 basis point decrease in interest
rates.

The  following  table  summarizes  the  amounts  of  interest-earning assets and
interest-bearing liabilities outstanding at December 31, 2003, that are expected
to  mature,  prepay, or reprice in each of the future time periods shown. Except
as  stated  below,  the  amount  of assets or liabilities that mature or reprice
during  a  particular  period  was determined in accordance with the contractual
terms  of  the  asset  or  liability.  Adjustable rate loans are included in the
period  in  which interest rates are next scheduled to adjust rather than in the
period  in  which  they  are  due,  and  fixed  rate  loans  and mortgage-backed
securities  are  included  in  the  periods  in which they are anticipated to be
repaid  based  on  scheduled  maturities.  The  bank's  savings  accounts  and
interest-bearing  demand accounts (NOW and money market deposit accounts), which
are generally subject to immediate withdrawal, are included in the "Three Months
or  Less"  category, although historical experience has proven these deposits to
be  more  stable  over  the  course  of  a  year.

<TABLE>
<CAPTION>
                                                          At December 31, 2003
                                                        Maturing or Repricing in
                                                        ------------------------
                                                         (dollars in thousands)

                                           Three Months    Four Months   1 to 5   Over 5
                                              or Less      to 12 Months    Years    Years   Total
                                          --------------  -------------  -------  -------  ------
<S>                                       <C>             <C>            <C>      <C>      <C>
Interest-earning assets:
    Federal funds sold                    $       5,268              -                 -    5,268
    Investment securities                             -              -    7,441   10,152   17,593
    Interest-bearing deposits                     1,755              -        -        -    1,755
    Loans                                        39,372          6,819   24,727      992   71,910
                                          --------------  -------------  -------  -------  ------

Total interest-earning assets                    46,395          6,819   32,168   11,144   96,526
                                          --------------  -------------  -------  -------  ------

Interest-bearing liabilities:
  Deposits:
    Savings and demand                           28,905              -        -        -   28,905
    Time deposits                                 7,932         13,644   13,178        -   34,754
  Federal Home Loan Bank advances                 2,500              -      480    5,000    7,980
                                          --------------  -------------  -------  -------  ------

Total interest-bearing liabilities               39,337         13,644   13,658    5,000   71,639
                                          --------------  -------------  -------  -------  ------

Interest sensitive difference per period          7,058         (6,825)  18,510    6,144   24,887
Cumulative interest sensitivity
    difference                            $       7,058            233   18,743   24,887
                                          ==============  =============  =======  =======
Cumulative difference to total
    assets                                            7%             -%      18%      25%
                                          ==============  =============  =======  =======
</TABLE>

At  December  31, 2003, the difference between the bank's liabilities and assets
repricing  or  maturing  within  one  year  was  $233,000.

Certain  shortcomings  are  inherent  in the method of analysis presented in the
foregoing  table.  For example, although certain assets and liabilities may have
similar  maturities  or periods of repricing, they may reflect changes in market
interest  rates  differently.  Additionally,  certain  assets,  such  as
adjustable-rate  mortgages,  have  features  that  restrict  changes in interest
rates,  both on a short-term basis and over the life of the asset. Other factors
which  may  affect the assumptions made in the table include changes in interest
rates,  pre-payment rates, early withdrawal levels, and the ability of borrowers
to  service  their  debt.


                                        8
<PAGE>
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS, CONTINUED

PROVISION  AND  ALLOWANCE  FOR  LOAN  LOSSES

The  provision  for  loan  losses  is  the  charge  to  operating  earnings that
management believes is necessary to maintain the allowance for loan losses at an
adequate  level.  The  provision  charged  to  expense was $185,000 for the year
ended  December 31, 2003 as compared to $400,000 for the year ended December 31,
2002.  The  decrease  in  the provision was due to slower growth in loans during
2003  compared with 2002 as well as less in net charge offs during 2003 compared
with  2002.  The  loan  portfolio increased by approximately $8.8 million during
the  year  ended  December 31, 2003.  The allowance for loan losses was 1.25% of
gross loans at December 31, 2003.  There are risks inherent in making all loans,
including  risks  with  respect  to  the  period of time over which loans may be
repaid,  risks resulting from changes in economic and industry conditions, risks
inherent  in  dealing  with  individual  borrowers,  and,  in  the  case  of  a
collateralized  loan,  risks resulting from uncertainties about the future value
of the collateral.  We anticipate maintaining an allowance for loan losses based
on,  among  other  things,  historical  experience,  an  evaluation  of economic
conditions,  and  regular  reviews  of delinquencies and loan portfolio quality.
Our  judgment  about  the  adequacy  of  the allowance is based upon a number of
assumptions  about  future  events, which we believe to be reasonable, but which
may  not prove to be accurate.  Thus, there is a risk that charge-offs in future
periods  could  exceed  the  allowance  for  loan  losses  or  that  substantial
additional  increases  in  the  allowance  for  loan  losses  could be required.
Additions to the allowance for loan losses would result in a decrease of our net
income  and,  possibly,  our  capital.

The following table summarizes information concerning the allowance for loan
losses:

<TABLE>
<CAPTION>

                                                             December 31,
                                                             ------------
                                                   2003          2002           2001
                                               ------------  -------------  -------------
                                                  (Amounts are presented in thousands)
<S>                                            <C>           <C>            <C>

Balance at beginning of year                   $       812            595            535
Charge-offs:
  Commercial                                            11             26            375
  Real estate - construction                             -            157              -
  Real estate - mortgage                                89              -             76
  Consumer                                              16              -              -
                                               ------------  -------------  -------------

    Total charge-offs                                  116            183            451

Recoveries:
  Commercial                                            14              -              -
  Real estate - construction                             -              -              -
  Real estate - mortgage                                 -              -              -
  Consumer                                               4              -              1
                                               ------------  -------------  -------------

    Total recoveries                                    18              -              1
                                               ------------  -------------  -------------

Net charge-offs                                         98            183            450

Additions charged to operations                        185            400            510
                                               ------------  -------------  -------------

Balance at end of year                         $       899            812            595
                                               ============  =============  =============
Ratio of net charge-offs during the period to
  average loans outstanding during the period          .14%           .37%          1.15%
                                               ============  =============  =============
</TABLE>

The following table summarizes past due and non-accrual loans, other real estate
and repossessions, and income that would have been reported on non-accrual loans
as  of  December  31,  2003  and  2002  (amounts  are  presented  in thousands):

<TABLE>
<CAPTION>
                                        December 31,
                                        ------------
                                         2003   2002
                                         -----  ----
<S>                                      <C>    <C>
Other real estate and repossessions      $   -    45
Accruing loans 90 days or more past due      -     -
Non-accrual loans                           35   121
Interest on non-accrual loans which
 would have been reported                    1    12
</TABLE>


                                        9
<PAGE>
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS, CONTINUED

NONINTEREST  INCOME  AND  EXPENSE

Noninterest  income  for  the  year  ended December 31, 2003 totaled $831,000 as
compared  to  $706,000  for  the year ended December 31, 2002.  This increase in
noninterest  income  was  primarily  due  to an increase in gains on the sale of
securities  as well as an increase in mortgage origination income.  The increase
in  gains  on  sale  of securities was due to the bank needing liquidity to fund
loan  demand  and  a  repositioning  of  the  securities  portfolio.  Mortgage
origination  income  increased  in  2003 compared to 2002 due to the increase in
refinancing  of mortgage loans because of the low long term rates offered by the
permanent  mortgage  brokers.  The  bank  expects  less in both gains of sale of
securities  and  mortgage  origination  income  in  2004.

Total noninterest expense for the year ended December 31, 2003 was $3,256,000 as
compared  to $2,789,000 for the same period in 2002.  Salaries and benefits, the
largest  component of noninterest expense, totaled $1,732,000 for the year ended
December  31,  2003,  compared  to  $1,470,000  for  the same period a year ago.
Salary and benefits expense primarily increased due to the addition of employees
in  2003  and normal salary increases.  Other operating expenses were $1,233,000
for  the  year  ended  December  31, 2003 as compared to $1,040,000 for the year
ended  December  31,  2002.  This increase in noninterest expense was due to the
continued  growth  of  the  bank.

INCOME  TAXES

For  the  year  ended  December  31,  2003,  we recognized income tax expense of
$226,000  compared  to  income  tax  expense of $246,000 in 2002.  Our effective
income  tax  rate  was approximately 23% in 2003 and 28% in 2002.  Our effective
tax  rate decreased in 2003 due to the addition of non-taxable investments added
to  the  investment  portfolio.

                               FINANCIAL CONDITION

Total  assets increased $7,501,000, or 8% from December 31, 2002 to December 31,
2003.  The  primary  source  of  growth in assets was net loans, which increased
$8,617,000  or  14%,  during  the  year  ended  December  31,  2003.  Investment
securities  available-for-sale  decreased  $3,563,000  from December 31, 2002 to
$17,019,000  at  December  31,  2003.  This  decrease  in  investment securities
available-for-sale  was the result of the loan growth.  Total deposits increased
$9,302,000,  or  12%  during  2003.

INTEREST-EARNING  ASSETS

LOANS

Gross  loans totaled $71,911,000 at December 31, 2003, an increase of $8,703,000
or  14%  since  December  31,  2002.  The  largest increase in loans was in real
estate-mortgage  loans,  which  increased  $5,499,000  or  13% to $46,404,000 at
December  31,  2003.  The  majority of these loans are owner occupied commercial
buildings.  Real  estate-construction  loans  increased  $3,159,000 during 2003.
Balances  within  the  major loans receivable categories as of December 31, 2003
and  December  31,  2002  are  as  follows:

<TABLE>
<CAPTION>
                               2003                2002
                            -----------         ----------
<S>                         <C>          <C>    <C>         <C>
Commercial and financial    $10,957,599    15%  10,914,521   17%
Real estate - mortgage       46,404,071    64%  40,905,257   65%
Real estate - construction   11,905,865    17%   8,746,849   14%
Consumer                      2,643,140     4%   2,641,326    4%
                            -----------  -----  ----------  ----

                            $71,910,675   100%  63,207,953  100%
                            ===========  =====  ==========  ====
</TABLE>

As  of  December  31, 2003, maturities of loans in the indicated classifications
were  as  follows:

<TABLE>
<CAPTION>
                            Real Estate
               Commercial   Construction    Total
               -----------  ------------  ----------
<S>            <C>          <C>           <C>
Maturity
--------
Within 1 year  $ 6,965,763     9,963,432  16,929,195
1 to 5 years     3,488,973     1,942,433   5,431,406
Over 5 years       502,863             -     502,863
               -----------  ------------  ----------

  Totals       $10,957,599    11,905,865  22,863,464
               ===========  ============  ==========
</TABLE>


                                       10
<PAGE>
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS, CONTINUED

As  of  December  31,  2003,  the  interest  terms  of  loans  in  the indicated
classification  for  the  indicated  maturity  ranges  are  as  follows:

<TABLE>
<CAPTION>
                            Fixed Interest   Variable Interest
                                 Rates             Rates          Total
                            ---------------  -----------------  ---------
<S>                         <C>              <C>                <C>
Commercial
  1 to 5 years              $     2,593,305            895,668  3,488,973
  Over 5 years                      162,095            340,768    502,863

Real estate - construction
  1 to 5 years                    1,892,083             50,350  1,942,433
                            ---------------  -----------------  ---------

                            $     4,647,483          1,286,786  5,934,269
                            ===============  =================  =========

</TABLE>

INVESTMENT SECURITIES

Investment  securities  available-for-sale  decreased to $17,019,000 at December
31, 2003 from $20,582,000 at December 31, 2002.  This decrease was the result of
sales  of  investments  during  2003  to  fund  loan  growth.  All of the bank's
marketable  investment  securities  were  designated  as  available-for-sale  at
December  31,  2003.

The  following  table  presents the investments by category at December 31, 2003
and  2002  (Amounts  are  presented  in  thousands):

<TABLE>
<CAPTION>

                                                2003                        2002
                                                ----                        ----

                                                     Estimated                   Estimated
                                   Amortized Cost   Fair Value  Amortized Cost  Fair Value
                                   ---------------  ----------  --------------  ----------
<S>                                <C>              <C>         <C>             <C>
United States government agencies  $         5,870       5,948           7,037       7,296
Mortgage-backed                              6,540       6,436           6,168       6,256
State, county and municipals                 4,510       4,635           6,849       7,030
                                   ---------------  ----------  --------------  ----------

                                   $        16,920      17,019          20,054      20,582
                                   ===============  ==========  ==============  ==========
</TABLE>

The following table presents the maturities of investment securities at carrying
value  and  the  weighted  average yields for each range of maturities presented
(Amounts  are  presented  in  thousands):

<TABLE>
<CAPTION>
                                     US        Weighted      State      Weighted     Mortgage    Weighted
                                 Government    Average     County and    Average      Backed      Average
                                  Agencies      Yields     Municipals    Yields     Securities    Yields
                                 -----------  ----------  ------------  ---------  ------------  ---------
<S>                              <C>          <C>         <C>           <C>        <C>           <C>
Maturities at December 31, 2003
-------------------------------

Within 1 year                    $         -          -   $         -          -   $         -          -
After 1 through 5 years                5,483       3.61%        1,391       2.93%          844       3.83%
After 5 through 10 years                 387       3.18%        2,717       4.34%        5,323       3.53%
After 10 years                             -                      402       4.47%          373       2.70%
                                 -----------              ------------             -----------

Totals                           $     5,870              $     4,510              $     6,540
                                 ===========              ============             ============
</TABLE>


                                       11
<PAGE>
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS, CONTINUED

DEPOSITS

At  December  31,  2003  total  deposits  increased  by  $9,303,000, or 12% from
December 31, 2002.   Noninterest-bearing demand deposits increased $3,642,000 or
22%  and  interest-bearing  deposits  increased  $5,660,000  or  10%.

Balances  within  the  major  deposit  categories  as  of  December 31, 2003 and
December  31,  2002  as  follows:

<TABLE>
<CAPTION>
                                        2003         2002
                                     -----------  ----------
<S>                                  <C>          <C>
Noninterest-bearing demand deposits  $20,088,794  16,446,422
Interest-bearing demand deposits      25,941,961  24,825,981
Savings deposits                       2,962,890   1,888,421
Time                                  20,215,641  17,855,247
Time over $100,000                    14,538,706  13,429,247
                                     -----------  ----------

                                     $83,747,992  74,445,318
                                     ===========  ==========
</TABLE>

The average balance of deposits and the average rates paid on such deposits are
summarized for the periods indicated in the following table.

<TABLE>
<CAPTION>
                                              December 31,
                                              ------------
                                          2003             2002
                                          ----             ----
                                  (Amounts are presented in thousands)

                                     Amount    Rate    Amount  Rate
                                     -------  -------  ------  -----
<S>                                  <C>      <C>      <C>     <C>
Noninterest-bearing demand           $18,584       -   14,970     -
Interest-bearing demand and savings   26,733    0.47%  24,397  0.66%
Time deposits                         36,283    2.94%  27,088  3.25%
                                     -------           ------

Totals                               $81,600           66,455
                                     =======           =======
</TABLE>

Maturities of time certificates of deposit of $100,000 or more outstanding at
December 31, 2003, are summarized as follows:


                Within 3 months             $2,469,605
                After 3 through 6 months       736,085
                After 6 through 12 months    4,094,453
                After 12 months              7,238,563
                                           -----------

                                   Total   $14,538,706
                                           ===========


CAPITAL  RESOURCES

Total  shareholders'  equity  increased from $10,177,000 at December 31, 2002 to
$10,690,000  at  December  31,  2003.  This  increase  was  attributable  to net
earnings  for  the period partially offset by a decrease of $266,000 in the fair
value of securities available-for-sale, net of tax, and by purchases of treasury
stock  totaling  $1,450.

Bank  holding companies, such as us, and their banking subsidiaries are required
by  banking regulators to meet certain minimum levels of capital adequacy, which
are  expressed  in the form of certain ratios.  Capital is separated into Tier 1
capital  (essentially  common  shareholders'  equity less intangible assets) and
Tier  2  capital  (essentially the allowance for loan losses limited to 1.25% of
risk-weighted  assets).  The  first two ratios, which are based on the degree of
credit  risk  in  our  assets, provide the weighting of assets based on assigned
risk  factors  and  include off-balance sheet items such as loan commitments and
stand-by  letters  of  credit.


                                       12
<PAGE>
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS, CONTINUED

The  ratio  of  Tier 1 capital to risk-weighted assets must be at least 4.0% and
the ratio of total capital (Tier 1 capital plus Tier 2 capital) to risk-weighted
assets  must  be  at  least  8.0%.  The  capital  leverage ratio supplements the
risk-based  capital  guidelines.

Banks  and  bank  holding  companies are required to maintain a minimum ratio of
Tier  1  capital  to  adjusted  quarterly  average  total  assets  of  3.0%.

The  following table summarizes the bank's risk-based capital ratios at December
31,  2003:

      Tier 1 capital (to risk-weighted assets)              10.36%
      Total capital (to risk-weighted assets)               11.42%
      Tier 1 capital (to total average assets)               9.57%

LIQUIDITY

The  bank  must  maintain,  on  a  daily  basis,  sufficient  funds to cover the
withdrawals  from  depositors'  accounts and to supply new borrowers with funds.
To  meet  these  obligations,  the  bank  keeps  cash on hand, maintains account
balances with its correspondent banks, and purchases and sells federal funds and
other short-term investments. Asset and liability maturities are monitored in an
attempt  to  match  the maturities to meet liquidity needs.  It is the policy of
the  bank  to  monitor  its  liquidity to meet regulatory requirements and their
local  funding  requirements.

Cash  and  cash  equivalents  as  of December 31, 2003 increased $2,588,000 from
December  31,  2002. Cash provided by operating activities totaled $1,074,000 in
2003,  while  inflows  from  financing activities totaled $7,301,000, which were
attributable  to  net deposit increases partially offset by repayment of Federal
Home  Loan  Bank  Advances.

During  2003,  investing  activities  used  $5,787,000.  Investing  activities
included  net  loans made to customers of approximately $8,801,000, purchases of
investment  securities  available-for-sale  of  $13,133,000  and  purchases  of
premises  and equipment of $130,000, partially offset by maturities and sales of
investment  securities  available-for-sale  of  approximately  $16,216,000.

OFF  BALANCE  SHEET  ARRANGEMENTS

We  are  a  party  to  financial  instruments with off-balance-sheet risk in the
normal  course  of business to meet the financing needs of our customers.  These
financial  instruments  consist  of  commitments  to  extend  credit and standby
letters  of  credit.  Commitments  to  extend credit are agreements to lend to a
customer  as  long  as there is no violation of any condition established in the
contract.  Standby  letters of credit are written conditional commitments issued
by  the  bank to guarantee the performance of a customer to a third party. Those
guarantees  are  primarily  issued  to  support  public  and  private  borrowing
arrangements.  Most letters of credit extend for less than one year.  The credit
risk  involved  in  issuing  letters  of  credit is essentially the same as that
involved  in extending loan facilities to customers.  Commitments generally have
fixed expiration dates or other termination clauses and may require payment of a
fee.  A commitment involves, to varying degrees, elements of credit and interest
rate  risk  in  excess  of  the  amount  recognized  in the balance sheets.  Our
exposure  to  credit  loss in the event of non-performance by the other party to
the  instrument  is  represented  by  the  contractual  notional  amount  of the
instrument.

Since  certain  commitments are expected to expire without being drawn upon, the
total  commitment amounts do not necessarily represent future cash requirements.
We  use the same credit policies in making commitments to extend credit as we do
for  on-balance-sheet  instruments.  Collateral  held  for commitments to extend
credit  varies  but may include accounts receivable, inventory, property, plant,
equipment,  and  income-producing  commercial  properties.

The following table summarizes our off-balance-sheet financial instruments whose
contract  amounts  represent  credit  risk  as  of  December  31,  2003:

      Commitments to extend credit         $  18,795,000
      Standby letters of credit            $      61,000

Management is not aware of any significant concentrations of loans to classes of
borrowers or industries that would be affected similarly by economic conditions.
Although  the bank's loan portfolio is diversified, a substantial portion of its
borrowers'  ability  to  honor  the  terms  of  their  loans is dependent on the
economic  conditions  in  DeKalb  County  and  surrounding  areas.


                                       13
<PAGE>
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS, CONTINUED

The bank maintains relationships with correspondent banks that can provide funds
to  it  on  short  notice,  if needed. Presently, the bank has arrangements with
commercial  banks  for  short  term  unsecured  advances  up  to  $7,000,000.

INFLATION

Inflation  impacts the growth in total assets in the banking industry and causes
a  need  to  increase equity capital at higher than normal rates to meet capital
adequacy  requirements.  We  cope  with  the  effects  of  inflation through the
management  of interest rate sensitivity gap position, by periodically reviewing
and  adjusting  our  pricing  of  services to consider current costs and through
managing  our  level  of  net  income  relative  to  our dividend payout policy.

SELECTED RATIOS

The following table sets out certain ratios of the Company for the years
indicated.

<TABLE>
<CAPTION>
                                    2003    2002
                                   ------  ------
<S>                                <C>     <C>
Net income to:
  Average stockholders' equity     7.31%   6.58%
  Average assets                    .77%    .73%
Dividends to net income               -       -
Average equity to average assets  10.54%  11.14%
</TABLE>

RECENT ACCOUNTING PRONOUNCEMENTS

Accounting  standards  that  have  been  issued  or  proposed  by  the Financial
Accounting  Standards  Board  and  other  standard  setting entities that do not
require  adoption until a future date are not expected to have a material impact
on  our  consolidated  financial  statements  upon  adoption.


                                       14
<PAGE>

                            Porter Keadle Moore, LLP


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



To the Board of Directors
Decatur First Bank Group, Inc.

We  have  audited  the accompanying consolidated balance sheets of Decatur First
Bank  Group,  Inc.  and  subsidiary  as  of  December 31, 2003 and 2002, and the
related  statements  of earnings, comprehensive income, changes in shareholders'
equity  and  cash flows for each of the three years in the period ended December
31,  2003.  These  financial  statements are the responsibility of the Company's
management.  Our  responsibility  is  to  express  an opinion on these financial
statements  based  on  our  audits.

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

In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all material respects, the financial position of Decatur First Bank
Group,  Inc.  and subsidiary as of December 31, 2003 and 2002 and the results of
their  operations and their cash flows for each of the three years in the period
ended  December  31,  2003  in  conformity  with accounting principles generally
accepted  in  the  United  States  of  America.



                                                  /s/  Porter Keadle Moore, LLP


Atlanta, Georgia
February 13, 2004


                          Certified Public Accountants
--------------------------------------------------------------------------------
Suite 1800  235 Peachtree Street NE   Atlanta, Georgia 30303  Phone 404-588-4200
                         Fax 404-588-4222   www.pkm.com


                                       15
<PAGE>
<TABLE>
<CAPTION>
                                  DECATUR FIRST BANK GROUP, INC.

                                   CONSOLIDATED BALANCE SHEETS

                                    DECEMBER 31, 2003 AND 2002


                                                                           2003          2002
                                                                       -------------  -----------
<S>                                                                    <C>            <C>
                                          Assets
                                          ------

Cash and due from banks, including reserve requirements of
     $564,000 and $508,000                                             $  2,713,089    2,427,343
Federal funds sold                                                        5,268,000    2,966,000
                                                                       -------------  -----------

               Cash and cash equivalents                                  7,981,089    5,393,343

Interest-bearing deposits                                                 1,755,094    1,750,318
Investment securities available-for-sale                                 17,018,541   20,582,054
Other investments                                                           573,512      593,509
Loans, net                                                               71,011,524   62,395,446
Premises and equipment, net                                               2,368,264    2,423,991
Accrued interest receivable and other assets                              2,077,385    2,145,027
                                                                       -------------  -----------

                                                                       $102,785,409   95,283,688
                                                                       =============  ===========

                    Liabilities and Shareholders' Equity
                    -------------------------------------

Deposits:
    Demand                                                             $ 20,088,794   16,446,422
    Money market and NOW accounts                                        25,941,961   24,825,981
    Savings                                                               2,962,890    1,888,421
    Time                                                                 20,215,641   17,855,247
    Time over $100,000                                                   14,538,706   13,429,247
                                                                       -------------  -----------

              Total deposits                                             83,747,992   74,445,318

Federal Home Loan Bank advances                                           7,980,000    9,980,000
Accrued interest payable and other liabilities                              367,123      680,901
                                                                       -------------  -----------

              Total liabilities                                          92,095,115   85,106,219
                                                                       -------------  -----------

Commitments

Shareholders' equity:
  Preferred stock, no par value; 2,000,000 shares
     authorized; no shares issued and outstanding                                 -            -
   Common stock, par value $5; 10,000,000 shares authorized;
     945,057 and 944,687 shares issued in 2003 and 2002, respectively     4,725,285    4,723,435
   Additional paid-in capital                                             4,696,097    4,692,452
   Retained earnings                                                      1,467,580      692,693
  Treasury stock, at cost; 20,600 and 20,500 shares in 2003 and
     2002, respectively                                                    (259,950)    (258,500)
  Accumulated other comprehensive income                                     61,282      327,389
                                                                       -------------  -----------

              Total shareholders' equity                                 10,690,294   10,177,469
                                                                       -------------  -----------

                                                                       $102,785,409   95,283,688
                                                                       =============  ===========
</TABLE>


See  accompanying  notes  to  consolidated  financial  statements.


                                       16
<PAGE>
<TABLE>
<CAPTION>
                                 DECATUR FIRST BANK GROUP, INC.

                               CONSOLIDATED STATEMENTS OF EARNINGS

                      FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001



                                                                2003          2002       2001
                                                           ---------------  ---------  ---------
<S>                                                        <C>              <C>        <C>
Interest income:
  Interest and fees on loans                               $     4,402,324  3,547,850  3,428,035
  Interest on investment securities:
    Taxable                                                        471,491    900,455  1,570,546
    Nontaxable                                                     247,237    230,967    147,256
  Other interest                                                    83,153    134,294    286,969
                                                           ---------------  ---------  ---------

      Total interest income                                      5,204,205  4,813,566  5,432,806
                                                           ---------------  ---------  ---------

Interest expense:
  Interest on money market and NOW accounts                        113,969    146,472    299,245
  Interest on savings and time deposits                          1,079,511    894,282  1,735,073
  Other                                                            399,972    410,717    421,398
                                                           ---------------  ---------  ---------

      Total interest expense                                     1,593,452  1,451,471  2,455,716
                                                           ---------------  ---------  ---------

      Net interest income                                        3,610,753  3,362,095  2,977,090

Provision for loan losses                                          185,000    400,000    510,000
                                                           ---------------  ---------  ---------

      Net interest income after provision for loan losses        3,425,753  2,962,095  2,467,090
                                                           ---------------  ---------  ---------

Other income:
  Service charges on deposit accounts                              400,002    390,254    312,013
  Gain on sale of securities                                       130,934    119,349    184,536
  Other income                                                     300,130    196,789    201,662
                                                           ---------------  ---------  ---------

      Total other income                                           831,066    706,392    698,211
                                                           ---------------  ---------  ---------

Other expenses:
  Salaries and employee benefits                                 1,732,193  1,469,693  1,293,331
  Occupancy and equipment                                          291,252    279,142    338,251
  Other operating                                                1,232,884  1,040,194    956,948
                                                           ---------------  ---------  ---------

      Total other expenses                                       3,256,329  2,789,029  2,588,530
                                                           ---------------  ---------  ---------

      Earnings before income taxes                               1,000,490    879,458    576,771

Income tax expense                                                 225,603    246,194    219,551
                                                           ---------------  ---------  ---------

      Net earnings                                         $       774,887    633,264    357,220
                                                           ===============  =========  =========

      Basic earnings per share                             $           .84        .68        .38
                                                           ===============  =========  =========

      Diluted earnings per share                           $           .82        .66        .38
                                                           ===============  =========  =========
</TABLE>


See  accompanying  notes  to  consolidated  financial  statements.


                                       17
<PAGE>
<TABLE>
<CAPTION>
                                  DECATUR FIRST BANK GROUP, INC.

                         CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

                       FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001



                                                                   2003        2002       2001
                                                                ----------  ----------  ---------
<S>                                                             <C>         <C>         <C>
Net earnings                                                    $ 774,887     633,264    357,220
                                                                ----------  ----------  ---------

Other comprehensive income (loss), net of tax:
  Unrealized gains on investment securities
    available-for-sale:
      Unrealized gains arising during the period, net of
        tax of $113,344, $276,682and $89,606, respectively       (184,928)    451,429    146,199
      Reclassification adjustment for gains included in net
        earnings, net of tax of $49,755, $45,353 and $70,124,
        respectively                                              (81,179)    (73,996)  (114,412)
                                                                ----------  ----------  ---------

            Total other comprehensive income (loss) net of tax   (266,107)    377,433     31,787
                                                                ----------  ----------  ---------

            Total comprehensive income                          $ 508,780   1,010,697    389,007
                                                                ==========  ==========  =========
</TABLE>


See  accompanying  notes  to  consolidated  financial  statements.


                                       18
<PAGE>
<TABLE>
<CAPTION>
                                       DECATUR FIRST BANK GROUP, INC.

                         CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

                            FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001


                                                        Retained                 Accumulated
                                           Additional   Earnings                    Other
                                 Common     Paid-in   (Accumulated   Treasury   Comprehensive
                                 Stock      Capital     Deficit)       Stock    Income (Loss)      Total
                               ----------  ---------  -------------  ---------  --------------  -----------
<S>                            <C>         <C>        <C>            <C>        <C>             <C>

Balance, December 31, 2000     $4,715,010  4,678,378      (297,791)  (125,000)        (81,831)   8,888,766

Issuance of common stock            4,790      7,716             -          -               -       12,506
Purchase of treasury stock,
     2,000 shares                       -          -             -    (26,000)              -      (26,000)
Change in unrealized gain/
  loss on securities available
  for sale, net of tax                  -          -             -          -          31,787       31,787
Net earnings                            -          -       357,220          -               -      357,220
                               ----------  ---------  -------------  ---------  --------------  -----------

Balance, December 31, 2001      4,719,800  4,686,094        59,429   (151,000)        (50,044)   9,264,279

Issuance of common stock            3,635      6,358             -          -               -        9,993
Purchase of treasury stock,
     8,500 shares                       -          -             -   (107,500)              -     (107,500)
Change in unrealized gain/
  loss on securities available
  for sale, net of tax                  -          -             -          -         377,433      377,433
Net earnings                            -          -       633,264          -               -      633,264
                               ----------  ---------  -------------  ---------  --------------  -----------

Balance, December 31, 2002      4,723,435  4,692,452       692,693   (258,500)        327,389   10,177,469

Issuance of common stock            1,850      3,645             -          -               -        5,495
Purchase of treasury stock,
     100 shares                         -          -             -     (1,450)              -       (1,450)
Change in unrealized gain/
  loss on securities available
  for sale, net of tax                  -          -             -          -        (266,107)    (266,107)
Net earnings                            -          -       774,887          -               -      774,887
                               ----------  ---------  -------------  ---------  --------------  -----------

Balance, December 31, 2003     $4,725,285  4,696,097     1,467,580   (259,950)         61,282   10,690,294
                               ==========  =========  =============  =========  ==============  ===========
</TABLE>


See accompanying notes to consolidated financial statements.


                                       19
<PAGE>
<TABLE>
<CAPTION>
                                        DECATUR FIRST BANK GROUP, INC.

                                    CONSOLIDATED STATEMENTS OF CASH FLOWS

                             FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

                                                                        2003           2002          2001
                                                                    -------------  ------------  ------------
<S>                                                                 <C>            <C>           <C>
Cash flows from operating activities:
  Net earnings                                                      $    774,887       633,264       357,220
  Adjustments to reconcile net earnings to net
    cash provided by operating activities:
      Depreciation, amortization and accretion                           367,414       284,886       117,307
      Provision for loan losses                                          185,000       400,000       510,000
      Provision for stock awards                                           5,495         9,993        12,506
      Provision for deferred income taxes (benefit)                      (42,969)         (609)       50,676
      Gain on sale of securities                                        (130,934)     (119,349)     (184,536)
      Increase in cash surrender value of life insurance                 (68,782)       (1,442)            -
      Change in:
        Accrued interest receivable and other assets                     134,393       (77,140)      (31,118)
        Accrued interest payable and other liabilities                  (150,679)      233,833       (41,482)
                                                                    -------------  ------------  ------------

            Net cash provided by operating activities                  1,073,825     1,363,436       790,573
                                                                    -------------  ------------  ------------

Cash flows from investing activities:
  Net change in interest-bearing deposits                                 (4,776)      444,013    (2,194,331)
  Proceeds from calls and maturities of investment securities
    available-for-sale                                                 6,586,095    13,525,088    22,404,916
  Proceeds from sales of investment securities available-for-sale      9,630,133    10,634,518    25,529,715
  Purchases of investment securities available-for-sale              (13,132,864)  (17,022,909)  (52,426,691)
  Proceeds from the sale of other investments                             19,997             -             -
  Net change in loans                                                 (8,801,078)  (20,917,886)   (7,595,020)
  Purchase of bank owned life insurance                                        -    (1,300,000)            -
  Proceeds from the sale of other real estate                             45,000             -             -
  Purchase of premises and equipment                                    (129,810)     (660,764)      (43,254)
                                                                    -------------  ------------  ------------

            Net cash used by investing activities                     (5,787,303)  (15,297,940)  (14,324,665)
                                                                    -------------  ------------  ------------

Cash flows from financing activities:
  Net change in deposits                                               9,302,674     9,785,715     6,017,208
  Net change in other borrowings                                               -    (4,650,000)    4,650,000
  Proceeds from Federal Home Loan Bank advances                                -     4,980,000             -
  Repayment of Federal Home Loan Bank advance                         (2,000,000)            -             -
  Purchase of treasury stock                                              (1,450)     (107,500)      (26,000)
                                                                    -------------  ------------  ------------

            Net cash provided by financing activities                  7,301,224    10,008,215    10,641,208
                                                                    -------------  ------------  ------------

Net increase (decrease) in cash and cash equivalents                   2,587,746    (3,926,289)   (2,892,884)

Cash and cash equivalents at beginning of year                         5,393,343     9,319,632    12,212,516
                                                                    -------------  ------------  ------------

Cash and cash equivalents at end of year                            $  7,981,089     5,393,343     9,319,632
                                                                    =============  ============  ============

Supplemental schedule of noncash investing and financing
    activities
  Change in net unrealized gain/loss on investment securities
    available-for-sale, net of tax                                  $   (266,107)      377,433        31,787

Supplemental disclosures of cash flow information
  Cash paid during the year for interest                            $  1,597,758     1,445,302     2,464,345
  Cash paid during the year for income taxes                        $    352,230       240,000       152,000
</TABLE>


See accompanying notes to consolidated financial statements.


                                       20
<PAGE>
                         DECATUR FIRST BANK GROUP, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     Basis  of  Presentation  and  Nature  of  Operations
     ----------------------------------------------------
     The consolidated financial statements include the accounts of Decatur First
     Bank  Group,  Inc. (the "Company") and its wholly owned subsidiary, Decatur
     First  Bank  (the  "Bank").  All  significant  intercompany  accounts  and
     transactions  have  been  eliminated  in  consolidation.

     The  Bank  commenced  business  on  September  2,  1997 upon receipt of its
     banking  charter  from  the  Georgia Department of Banking and Finance (the
     "DBF").  The Bank is primarily regulated by the DBF and the Federal Deposit
     Insurance  Corporation  and  undergoes  periodic  examinations  by  these
     regulatory  agencies.  The Company is regulated by the Federal Reserve Bank
     of  Atlanta and also is subject to periodic examinations. The Bank provides
     a  full  range  of  commercial and consumer banking services throughout the
     Decatur  and  DeKalb  County  area  in  Georgia.  During  2003, the Company
     established  a  loan  production  office  in  Greene  County,  Georgia.

     The  accounting  principles  followed  by the Company and the Bank, and the
     methods  of  applying  these principles, conform with accounting principles
     generally  accepted  in  the  United  States  of  America ("GAAP") and with
     general  practices  in  the  banking  industry.  In preparing the financial
     statements  in  conformity  with  GAAP,  management  is  required  to  make
     estimates and assumptions that affect the reported amounts in the financial
     statements. Actual results could differ significantly from these estimates.
     Material  estimates  common  to  the banking industry that are particularly
     susceptible  to  significant  change  in the near term include, but are not
     limited  to,  the  determination  of  the  allowance  for  loan losses, the
     valuation  of  real  estate  acquired  in  connection  with  or  in lieu of
     foreclosure  on  loans,  and  valuation  allowances  associated  with  the
     realization  of  deferred  tax  assets,  which  are based on future taxable
     income.

     Cash  and  Cash  Equivalents
     ----------------------------
     Cash  equivalents  include  amounts  due from banks and federal funds sold.
     Generally,  federal  funds  are  sold  for  one-day  periods.

     Investment  Securities
     ----------------------
     The  Company classifies its securities in one of three categories: trading,
     available-for-sale,  or held-to-maturity. Trading securities are bought and
     held  principally  for  the  purpose  of  selling  them  in  the near term.
     Held-to-maturity  securities are those securities for which the Company has
     the  ability and intent to hold until maturity. All securities not included
     in  trading  or  held-to-maturity  are classified as available-for-sale. At
     December  31,  2003  and  2002,  all  securities  were  classified  as
     available-for-sale.

     Trading  and  available-for-sale  securities  are  recorded  at fair value.
     Held-to-maturity  securities  are  recorded  at  cost,  adjusted  for  the
     amortization  or  accretion  of premiums or discounts. Unrealized gains and
     losses on trading securities are recognized in earnings. Unrealized holding
     gains  and  losses,  net  of  the  related  tax  effect,  on  securities
     available-for-sale  are  excluded  from  earnings  and  are  reported  as a
     separate  component  of  shareholders'  equity until realized. Transfers of
     securities  between  categories  are  recorded at fair value at the date of
     transfer.

     A decline in the market value of any available-for-sale or held-to-maturity
     security  below  cost  that  is  deemed  other than temporary is charged to
     earnings  and  establishes  a  new  cost  basis  for  the  security.

     Premiums  and  discounts  are  amortized  or  accreted over the life of the
     related  securities  as adjustments to the yield. Realized gains and losses
     for  securities  classified  as available-for-sale and held-to-maturity are
     included  in  earnings  and  are  derived using the specific identification
     method  for  determining  the  cost  of  securities  sold.

     Other  Investments
     ------------------
     Other  investments  include Federal Home Loan Bank ("FHLB") stock and other
     equity  securities  with  no  readily  determinable  fair  value.  These
     investments  are  carried  at  cost,  which  approximates  fair  value.

     Loans  and  Allowance  for  Loan  Losses
     ----------------------------------------
     Loans  are stated at principal amount outstanding, net of the allowance for
     loan  losses. Unearned interest on discounted loans is recognized as income
     over  the  term  of  the  loans  using a method, which approximates a level
     yield.  Interest  on other loans is calculated by using the simple interest
     method  on  daily  balances  of  the  principal  amount  outstanding.


                                       21
<PAGE>
                         DECATUR FIRST BANK GROUP, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

(1)  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED
     Loans  and  Allowance  for  Loan  Losses,  continued
     ----------------------------------------------------
     A  loan  is  considered  impaired  when,  based  on current information and
     events,  it  is  probable that all amounts due according to the contractual
     terms  of  the  loan  agreement  will  not be collected. Impaired loans are
     measured  based  on  the  present  value  of  expected  future  cash  flows
     discounted  at  the  loan's  effective  interest  rate,  or  at  the loan's
     observable market price, or at the fair value of the collateral of the loan
     if the loan is collateral dependent. Accrual of interest is discontinued on
     a  loan  when  management believes, after considering economic and business
     conditions  and  collection efforts that the borrower's financial condition
     is  such  that  collection  of  interest  is  doubtful.

     Servicing  assets  and liabilities are assessed for impairment or increased
     obligation based upon their fair values. When the Bank sells the portion of
     a  loan  guaranteed  by the U.S. Small Business Administration ("SBA"), the
     investment  in  the  entire  loan  is  allocated between the guaranteed and
     unguaranteed  portions  of  the  loan,  as well as the servicing assets and
     interest-only  strip  receivable,  based  upon their respective fair market
     values  at  the date of sale. Gains on sales of loans, calculated by taking
     the net proceeds from the sale less the allocated sold portion of the loan,
     are  presented  in  the  statement of operations net of brokerage expenses.

     Servicing  assets  and  interest-only strips receivable recognized from the
     sales  of the portion of loans guaranteed by SBA with the retention of loan
     servicing  are  carried  at  the  present  value  of  estimated  future net
     servicing  income  over  the estimated lives of the related SBA loans, less
     amounts  amortized.  Amortization of these assets is computed using a level
     yield  method  over  the estimated remaining lives of the related SBA loans
     taking into consideration assumed prepayment patterns. Servicing assets and
     interest-only  strips  receivable  are measured for impairment periodically
     via stratification of the assets by predominant risk characteristic such as
     loan  term  and  interest rate. No valuation allowances were required based
     upon  the evaluation for impairment at December 31, 2003. There were no SBA
     loans  held-for-sale  at  December  31,  2003  or  2002.

     The  allowance  for loan losses is established through a provision for loan
     losses charged to expense. Loans are charged against the allowance for loan
     losses when management believes that the collectibility of the principal is
     unlikely.  The  allowance  represents  an  amount,  which,  in management's
     judgment, will be adequate to absorb probable losses on existing loans that
     may  become  uncollectible.

     Management's judgment in determining the adequacy of the allowance is based
     on  evaluations of the collectibility of loans. These evaluations take into
     consideration  such factors as changes in the nature and volume of the loan
     portfolio,  current  economic  conditions  that  may  affect the borrower's
     ability  to  pay,  overall portfolio quality and review of specific problem
     loans.  In  determining  the  adequacy  of  the  allowance  for loan losses
     management  uses four different methods as indicators of the reasonableness
     of  the  allowance.  The methods used include a risk method (using internal
     classifications  along  with  regulatory  classifications),  historical
     charge-offs,  comparison to a peer group, and current classifications based
     on  the  loan grading system. The combination of these results are compared
     quarterly  to the recorded allowance for loan losses for reasonableness and
     material differences are adjusted by increasing or decreasing the provision
     for  loan  losses.  Management  uses  an  external  loan  review program to
     challenge  and  corroborate  the  internal  loan grading system and provide
     additional  analysis  in  determining the adequacy of the allowance and the
     future  provisions  for  estimated  loan  losses.

     Management  believes  that the allowance for loan losses is adequate. While
     management  uses available information to recognize losses on loans, future
     additions  to  the  allowance may be necessary based on changes in economic
     conditions.  In  addition, various regulatory agencies, as an integral part
     of  their examination process, periodically review the Bank's allowance for
     loan  losses.  Such agencies may require the Bank to recognize additions to
     the  allowance  based  on  judgments  different  than  those of management.


                                       22
<PAGE>
                         DECATUR FIRST BANK GROUP, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

(1)  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED
     Premises  and  Equipment
     ------------------------
     Premises  and  equipment  are stated at cost less accumulated depreciation.
     Depreciation  is provided using the straight-line method over the estimated
     useful  lives of the assets. Costs incurred for maintenance and repairs are
     expensed  currently.  Depreciation  expense  is  computed  using  the
     straight-line  method  over  the  following  estimated  useful  lives:

                 Buildings  and  improvements     10  -  40  years
                 Furniture  and  equipment         3  -  10  years

     Income  Taxes
     -------------
     Deferred  tax  assets  and  liabilities  are  recognized for the future tax
     consequences  attributable  to  differences between the financial statement
     carrying  amounts  of  existing assets and liabilities and their respective
     tax  bases  and  operating  loss and tax credit carryforwards. Deferred tax
     assets  and  liabilities  are  measured using enacted tax rates expected to
     apply  to  taxable income in the years in which those temporary differences
     are  expected to be recovered or settled. The effect on deferred tax assets
     and  liabilities  of  a  change in tax rates is recognized in income in the
     period  that  includes  the  enactment  date.

     In  the  event  the  future  tax  consequences  of  differences between the
     financial  reporting  bases and the tax bases of the assets and liabilities
     results  in  deferred tax assets, an evaluation of the probability of being
     able  to realize the future benefits indicated by such asset is required. A
     valuation  allowance  is provided for the portion of the deferred tax asset
     when  it  is  more likely than not that some portion or all of the deferred
     tax  asset  will  not  be  realized.  In assessing the realizability of the
     deferred  tax  assets,  management  considers  the  scheduled  reversals of
     deferred tax liabilities, projected future taxable income, and tax planning
     strategies.

     Stock-Based  Compensation
     -------------------------
     At December 31, 2003, the Company sponsors a stock-based compensation plan,
     which is described more fully in Note 9. The Company accounts for this plan
     under  the  recognition and measurement principles of Accounting Principles
     Board ("APB") Opinion No. 25, Accounting for Stock Issued to Employees, and
     related  Interpretations.  No  stock-based  employee  compensation  cost is
     reflected  in net earnings, as all options granted under those plans had an
     exercise  price equal to the market value of the underlying common stock on
     the  date  of  grant.  The  following  table  illustrates the effect on net
     earnings  and  earnings per share if the Company had applied the fair value
     recognition  provisions  of  Statement  of  Financial  Accounting Standards
     ("SFAS")  No.  123, Accounting for Stock-Based Compensation, to stock-based
     employee compensation for the years ended December 31, 2003, 2002 and 2001.


<TABLE>
<CAPTION>
                                                                 December 31,
                                                       -------------------------------
                                                           2003        2002     2001
                                                       -------------  -------  -------
<S>                                                    <C>            <C>      <C>
   Net earnings as reported                            $    774,887   633,264  357,220
   Deduct: Total stock-based employee compensation
     expense determined under fair-value based method
     for all awards                                        (137,000)        -        -
                                                       -------------  -------  -------
   Pro forma net earnings                              $    637,887   633,264  357,220
                                                       =============  =======  =======
   Basic earnings per share:
     As reported                                       $        .84       .68      .38
                                                       =============  =======  =======
     Pro forma                                         $        .69       .68      .38
                                                       =============  =======  =======
   Diluted earnings per share:
     As reported                                       $        .82       .66      .38
                                                       =============  =======  =======
     Pro forma                                         $        .68       .66      .38
                                                       =============  =======  =======
</TABLE>

The weighted average grant-date fair value of options granted in 2003 was $3.79.
The  fair  value  of  each  option  is  estimated on the date of grant using the
Minimum  Value  pricing  model with the following assumptions: dividend yield of
0%;  risk  free  interest  rate  of  4%  and  an  expected  life  of  ten years.


                                       23
<PAGE>
                         DECATUR FIRST BANK GROUP, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

(1)  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED
     Net  Earnings  Per  Common  Share
     ---------------------------------
     The  Company  is  required  to  report  earnings  per common share with and
     without  the  dilutive  effects  of  potential  common stock issuances from
     instruments  such  as  options,  convertible securities and warrants on the
     face  of  the  statements  of earnings. Basic earnings per common share are
     based  on  the  weighted average number of common shares outstanding during
     the  period while the effects of potential common shares outstanding during
     the  period  are  included in diluted earnings per share. Additionally, the
     Company  must  reconcile the amounts used in the computation of both "basic
     earnings per share" and "diluted earnings per share". At December 31, 2003,
     a total of 58,275 potential common shares related to stock options were not
     included  in  the  computation  of  diluted earnings per share because they
     would  have  been  antidilutive.  Earnings per common share amounts for the
     years  ended  December  31,  2003,  2002  and  2001  are  as  follows:

<TABLE>
<CAPTION>

FOR THE YEAR ENDED DECEMBER 31, 2003             Net Earnings   Common Shares    Per Share
                                                 (Numerator)    (Denominator)     Amount
                                                --------------  --------------  -----------
<S>                                             <C>             <C>             <C>
Basic earnings per share                        $      774,887         924,246  $      .84
Effect of dilutive securities - stock options                -          18,507        (.02)
                                                --------------  --------------  -----------

Diluted earnings per share                      $      774,887         942,753  $      .82
                                                ==============  ==============  ===========


FOR THE YEAR ENDED DECEMBER 31, 2002            Net Earnings    Common Shares   Per Share
                                                 (Numerator)    (Denominator)     Amount
----------------------------------------------  --------------  --------------  -----------

Basic earnings per share                        $      633,264         932,352  $      .68
Effect of dilutive securities - stock options                -          20,804        (.02)
                                                --------------  --------------  -----------

Diluted earnings per share                      $      633,264         953,156  $      .66
                                                ==============  ==============  ===========

FOR THE YEAR ENDED DECEMBER 31, 2001            Net Earnings    Common Shares   Per Share
                                                 (Numerator)    (Denominator)     Amount
----------------------------------------------  --------------  --------------  -----------

Basic earnings per share                        $      357,220         932,347  $      .38
Effect of dilutive securities - stock options                -          18,469           -
                                                --------------  --------------  -----------

Diluted earnings per share                      $      357,220         950,816  $      .38
                                                ==============  ==============  ===========
</TABLE>

     Recent  Accounting  Pronouncements
     ----------------------------------
     Accounting  standards  that  have  been issued or proposed by the Financial
     Accounting  Standards Board and other standard setting entities that do not
     require  adoption  until  a future date are not expected to have a material
     impact  on  the  Company's consolidated financial statements upon adoption.


                                       24
<PAGE>
                         DECATUR FIRST BANK GROUP, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

(2)  INVESTMENT  SECURITIES
     Investment  securities available-for-sale at December 31, 2003 and 2002 are
     as  follows:

<TABLE>
<CAPTION>

                                              December 31, 2003
                              -----------------------------------------------
                                             Gross       Gross     Estimated
                               Amortized   Unrealized  Unrealized     Fair
                                 Cost        Gains       Losses      Value
                              -----------  ----------  ----------  ----------
<S>                           <C>          <C>         <C>         <C>
U.S. Government agencies      $ 5,869,401      97,097      18,982   5,947,516
Mortgage-backed securities      6,540,350      22,476     126,968   6,435,858
State, county and municipals    4,509,950     131,305       6,088   4,635,167
                              -----------  ----------  ----------  ----------

                              $16,919,701     250,878     152,038  17,018,541
                              ===========  ==========  ==========  ==========

                                              December 31, 2002
                              -----------------------------------------------
                                             Gross       Gross     Estimated
                               Amortized   Unrealized  Unrealized     Fair
                                 Cost        Gains       Losses      Value
                              -----------  ----------  ----------  ----------

U.S. Government agencies      $ 7,037,285     258,882           -   7,296,167
Mortgage-backed securities      6,168,063      87,794           -   6,255,857
State, county and municipals    6,848,660     196,379      15,009   7,030,030
                              -----------  ----------  ----------  ----------

                              $20,054,008     543,055      15,009  20,582,054
                              ===========  ==========  ==========  ==========
</TABLE>

At  December  31, 2003, unrealized losses in the investment portfolio related to
debt  securities.  The  unrealized  losses  on  the debt securities arose due to
changing interest rates and market conditions and are considered to be temporary
because of acceptable investment grades where the repayment sources of principal
and  interest  are largely backed by the U.S. Government.  At December 31, 2003,
five  out  of  thirteen  U.S.  Government agency securities contained unrealized
losses,  seven  out  of  twelve  mortgage backed securities contained unrealized
losses  and  one  out of twelve state, county and municipal securities contained
unrealized  losses.  The  fair  value  of  these  investment  securities  with
unrealized  losses  as  of  December  31,  2003 are as follows:  U.S. Government
agencies  $2,655,659;  mortgage  backed securities $5,771,864; and state, county
and  municipal  securities $393,912.  The Company did not have any securities as
of  December  31,  2003 that had been in an unrealized loss position for greater
than  twelve  months.

The  amortized  cost  and  estimated  fair  value  of  investment  securities
available-for-sale  at  December  31,  2003,  by contractual maturity, are shown
below.  Expected  maturities  will  differ  from  contractual maturities because
borrowers  have  the right to call or prepay obligations with or without call or
prepayment  penalties.

<TABLE>
<CAPTION>

                                                             Amortized   Estimated
                                                               Cost      Fair Value
                                                            -----------  ----------
<S>                                                         <C>          <C>
U.S. Government agencies and state, county and municipals:
   1 to 5 years                                             $ 6,471,745   6,596,990
   6 to 10 years                                              2,096,804   2,163,369
   More than 10 years                                         1,810,802   1,822,325
Mortgage-backed securities                                    6,540,350   6,435,858
                                                            -----------  ----------

                                                            $16,919,701  17,018,541
                                                            ===========  ==========
</TABLE>


                                       25
<PAGE>
                         DECATUR FIRST BANK GROUP, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

(2)  INVESTMENT  SECURITIES,  CONTINUED
     The  following  summarizes  investment  securities sales activities for the
     years  ended  December  31,  2003,  2002  and  2001:

<TABLE>
<CAPTION>
                                                   2003         2002        2001
                                               ------------  ----------  ----------
<S>                                            <C>           <C>         <C>
 Proceeds from sales of securities             $  9,630,133  10,634,518  25,529,715
                                               ============  ==========  ==========
 Gross gains on sales and calls of securities       206,439     119,349     184,536
 Gross losses on sales of securities                 75,505           -           -
                                               ------------  ----------  ----------
 Net gains on sales of securities              $    130,934     119,349     184,536
                                               ============  ==========  ==========
</TABLE>

     Securities  with  a  carrying  value  of  approximately  $10,098,000  and
     $10,681,000 as of December 31, 2003 and 2002, respectively, were pledged to
     secure  public deposits as required by law as well as the Federal Home Loan
     Bank  advances.

(3)  LOANS
     Major classifications of loans at December 31, 2003 and 2002 are summarized
     as  follows:

<TABLE>
<CAPTION>
                                           2003         2002
                                        -----------  ----------
<S>                                     <C>          <C>
Commercial, financial and agricultural  $10,957,599  10,914,521
Real estate - construction               11,905,865   8,746,849
Real estate - mortgage                   46,404,071  40,905,257
Consumer                                  2,643,140   2,641,326
                                        -----------  ----------

                                         71,910,675  63,207,953

 Less allowance for loan losses             899,151     812,507
                                        -----------  ----------

                                        $71,011,524  62,395,446
                                        ===========  ==========
</TABLE>

     The Bank grants loans and extensions of credit to individuals and a variety
     of  businesses  and  corporations  located in its general trade area of the
     city  of  Decatur,  DeKalb  County,  Georgia and Greene County, Georgia and
     adjoining  counties.  Although the Bank has a diversified loan portfolio, a
     substantial portion of the loan portfolio is collateralized by improved and
     unimproved  real  estate  and  is  dependent  upon  the real estate market.

     An  analysis of the activity in the allowance for loan losses for the years
     ended  December  31,  2003,  2002  and  2001  is  presented  below:

<TABLE>
<CAPTION>

                                    2003       2002       2001
                                 ----------  ---------  ---------
<S>                              <C>         <C>        <C>
Balance at beginning of year     $ 812,507    595,279    534,568
Provision charged to operations    185,000    400,000    510,000
Loans charged off                 (116,612)  (183,036)  (450,159)
Recoveries                          18,256        264        870
                                 ----------  ---------  ---------

Balance at end of year           $ 899,151    812,507    595,279
                                 ==========  =========  =========
</TABLE>

     Mortgage loans totaling approximately $2,178,000 were pledged as collateral
     for  outstanding  Federal  Home Loan Bank advances as of December 31, 2003.


                                       26
<PAGE>
                         DECATUR FIRST BANK GROUP, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

(4)  PREMISES  AND  EQUIPMENT
     Major  classifications of premises and equipment are summarized as follows:

<TABLE>
<CAPTION>
                                  2003       2002
                               ----------  ---------
<S>                            <C>         <C>
Land                           $  442,053    442,053
Building and improvements       1,972,497  1,933,967
Furniture and equipment           895,168    803,888
                               ----------  ---------

                                3,309,718  3,179,908
Less accumulated depreciation     941,454    755,917
                               ----------  ---------

                               $2,368,264  2,423,991
                               ==========  =========
</TABLE>

     Depreciation  expense  amounted  to  approximately  $186,000,  $189,000 and
     $198,000  in  2003,  2002  and  2001,  respectively.

(5)  DEPOSITS
     Maturities  of  time  deposits  at  December  31,  2003  are  as  follows:

<TABLE>
<CAPTION>
Maturing in:
<S>            <C>
2004           $21,575,953
2005             1,909,283
2006             1,107,027
2007             9,881,013
2008               281,071
               -----------

               $34,754,347
               ===========
</TABLE>

(6)  FEDERAL  HOME  LOAN  BANK  ADVANCES
     The  Federal  Home  Loan  Bank  advances  at December 31, 2003 and 2002 are
     summarized  as  follows:

<TABLE>
<CAPTION>

                                                                            2003       2002
                                                                         ----------  ---------
<S>                                                                      <C>         <C>
Advance maturing September 9, 2003.  Interest is paid monthly at 2.06%.  $        -  4,500,000
Due on demand, interest is paid monthly at the stated FHLB rate.          2,500,000          -
Advance maturing May 6, 2008. Interest is paid monthly at 5.45%.            480,000    480,000
Advance maturing March 1, 2010. Interest is paid quarterly at 5.29%.      5,000,000  5,000,000
                                                                         ----------  ---------
                                                                         $7,980,000  9,980,000
                                                                         ==========  =========
</TABLE>

     The  advances  are  collateralized  by  a pledge of certain mortgage loans,
     securities  and  the  Bank's  Federal  Home  Loan  Bank  stock.

(7)  INCOME  TAXES
     The components of income tax expense for the years ended December 31, 2003,
     2002  and  2001  are  as  follows:

<TABLE>
<CAPTION>
                                  2003       2002     2001
                                ---------  --------  -------
<S>                             <C>        <C>       <C>
Currently payable               $268,572   246,803   168,875
Deferred tax expense (benefit)   (42,969)     (609)   50,676
                                ---------  --------  -------

                                $225,603   246,194   219,551
                                =========  ========  =======
</TABLE>


                                       27
<PAGE>
                         DECATUR FIRST BANK GROUP, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

(7)  INCOME  TAXES,  CONTINUED
     The  differences  between  income  tax  expense  and the amount computed by
     applying the statutory federal income tax rate to earnings before taxes for
     the  years  ended  December  31,  2003,  2002  and  2001  are  as  follows:

<TABLE>
<CAPTION>
                                                       2003       2002      2001
                                                     ---------  --------  --------
<S>                                                  <C>        <C>       <C>
Pretax income at statutory rate                      $340,167   299,016   196,102
Add (deduct):
  Tax-exempt interest income                          (67,742)  (58,078)  (36,814)
  Increase in cash surrender value of life insurance  (22,604)        -         -
  Non-deductible interest expense                       5,807     4,911     3,113
 Other                                                (30,025)      345    57,150
                                                     ---------  --------  --------

                                                     $225,603   246,194   219,551
                                                     =========  ========  ========
</TABLE>

     The  following  summarizes the components of deferred taxes at December 31,
     2003  and  2002.

<TABLE>
<CAPTION>
                                                          2003     2002
                                                        --------  -------
<S>                                                     <C>       <C>
Deferred income tax assets:
  Allowance for loan losses                             $243,635  206,863
  Nonaccrual loan interest                                     -      951
  Deferred compensation                                   22,769        -
  Operating loss carryforwards and credits                20,467   43,371
  Discount on SBA loans, net                                 343      478
                                                        --------  -------

Total gross deferred income tax assets                   287,214  251,663
                                                        --------  -------

Deferred income tax liabilities:
  Premises and equipment                                  28,582   28,582
  Net unrealized gains on securities available-for-sale   37,560  200,658
  Other                                                   11,843   19,261
                                                        --------  -------
Total gross deferred income tax liabilities               77,985  248,501
                                                        --------  -------
Net deferred tax assets                                 $209,229    3,162
                                                        ========  =======
</TABLE>

(8)  COMMITMENTS
     The Bank 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. Those instruments involve, to varying degrees,
     elements  of  credit  risk  in  excess  of  the  amount  recognized  in the
     consolidated  balance  sheet.  The contractual amounts of those instruments
     reflect  the  extent  of  involvement the Bank has in particular classes of
     financial  instruments.

     Commitments  to  extend credit are agreements to lend to a customer as long
     as  there  is  no  violation  of any condition established in the contract.
     Commitments  generally  have  fixed  expiration  dates or other termination
     clauses and may require payment of a fee. Since many of the commitments are
     expected  to  expire without being drawn upon, the total commitment amounts
     do  not  necessarily represent future cash requirements. The Bank evaluates
     each  customer's  creditworthiness  on  a case-by-case basis. The amount of
     collateral  obtained,  if  deemed  necessary  by the Bank upon extension of
     credit, is based on management's credit evaluation of the counterparty. The
     Bank's  loans  are  primarily  collateralized by residential and other real
     properties,  automobiles,  savings deposits, accounts receivable, inventory
     and  equipment.

     Standby letters of credit are written conditional commitments issued by the
     Bank  to  guarantee  the  performance of a customer to a third party. Those
     guarantees  are  primarily  issued  to support public and private borrowing
     arrangements.  Most  letters  of  credit extend for less than one year. The
     credit  risk  involved in issuing letters of credit is essentially the same
     as  that  involved  in  extending  loan  facilities  to  customers.


                                       28
<PAGE>
                         DECATUR FIRST BANK GROUP, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

(8)  COMMITMENTS,  CONTINUED
     The  Bank's  exposure to credit loss in the event of non-performance 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  Bank  uses  the  same  credit  policies in making
     commitments  and  conditional  obligations  as it does for on-balance-sheet
     instruments.  In  most  cases,  the  Bank  requires  collateral  to support
     financial  instruments  with  credit  risk.

<TABLE>
<CAPTION>
                                                 2003         2002
                                              -----------  ----------
<S>                                           <C>          <C>
Financial instruments whose contract amounts
 represent credit risk:
   Commitments to extend credit               $18,795,000  15,967,000
   Standby letters of credit                  $    61,000      22,000
</TABLE>

     The  Company  maintains  relationships  with  correspondent  banks that can
     provide  funds to it on short notice, if needed. Presently, the Company has
     arrangements  with commercial banks for short term unsecured advances up to
     $7,000,000.

(9)  EMPLOYEE  BENEFIT  PROGRAMS
     Defined  Contribution  Plan
     ---------------------------
     The Company sponsors a 401(k) plan for the benefit of its employees subject
     to  certain  minimum  age  and  service  requirements.  The  Company's
     contributions  to  the  plan  are  discretionary  and totaled approximately
     $14,000,  $17,000  and  $10,000 for the years ended December 31, 2003, 2002
     and  2001,  respectively.

     Director  Deferred  Compensation  Agreement
     -------------------------------------------
     During  2002,  the  Bank  established  a  Director  Deferred  Compensation
     Agreement  with  each  director that allows the directors to defer the fees
     that  they  receive  for  services  that  they provide as a director. These
     deferred  fees  will  accumulate  interest  at the prime interest rate less
     three  quarters  of  one percent annually. Deferral of these fees is at the
     discretion  of  each  director  and will accumulate until retirement of the
     director  at  which  time  the deferred fees plus interest will be paid out
     over  a  period  of  ten  years.  The Bank accrued approximately $60,000 in
     deferred  fees  under this plan during the year ended December 31, 2003 and
     did  not  accrue  any  fees  under  this  plan  in  2002.

     The  Bank  is  also the owner and beneficiary of life insurance policies on
     the  lives of its directors. The Bank intends to use these policies to fund
     the  benefit  plan  described above. The carrying value of the policies was
     approximately  $1,370,000  and  $1,301,000  at  December 31, 2003 and 2002,
     respectively.  The  Bank accrued income of approximately $69,000 and $1,000
     for  the  years  ended  December  31,  2003 and 2002, respectively, for the
     increase  in  the  cash  surrender  value  of  these  policies.

     Stock  Incentive  Plan
     ----------------------
     The  Company  adopted a Stock Incentive Plan in 1998 covering up to 143,000
     shares  of  the  Company's  common  stock.  The  Plan  is administered by a
     committee of the Board of Directors and provides for the granting of shares
     of  common  stock,  options  to  purchase  shares of common stock and other
     stock-based  incentives  to  officers,  directors  and key employees of the
     Company  and Bank. The exercise price of each option granted under the Plan
     will  not  be less than the fair market value of the shares of common stock
     subject  to  the  option on the date of grant as determined by the Board of
     Directors.  Options  are exercisable in whole or in part upon such terms as
     may  be  determined by the committee, and are exercisable no later than ten
     years  after  the  date  of  grant.

     During  2003,  2002  and  2001,  the Board awarded 185, 727 and 985 shares,
     respectively,  to  certain  employees based upon their tenure with the Bank
     under  the  Stock Incentive Plan. The fair value of these shares of $5,495,
     $9,993  and  $12,506, respectively, was charged to operations upon issuance
     of  the  shares.


                                       29
<PAGE>
                         DECATUR FIRST BANK GROUP, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

(9)  EMPLOYEE  BENEFIT  PROGRAMS,  CONTINUED
     Stock  Incentive  Plan,  continued
     ----------------------------------
     A  summary  status  of  the  Company's stock option plan as of December 31,
     2003,  2002  and  2001,  and changes during the years, are presented below:

<TABLE>
<CAPTION>
                                       2003            2002            2001
                                 ---------------  ---------------  --------------
                                         Weighted        Weighted        Weighted
                                         Average         Average         Average
                                         Exercise        Exercise        Exercise
                                 Shares   Price   Shares  Price   Shares  Price
                                 -------  ------  ------  ------  ------  ------
<S>                              <C>      <C>     <C>     <C>     <C>     <C>
Outstanding, beginning of year    80,531  $10.00  80,531  $10.01  80,531  $10.01
Granted during the year           58,275   15.00       -       -       -       -
                                 -------  ------  ------  ------  ------  ------

Outstanding, end of year         138,806  $12.11  80,531  $10.01  80,531  $10.01
                                 =======  ======  ======  ======  ======  ======

Options exercisable at year end  138,606  $12.11  64,225  $10.00  48,119  $10.00
                                 =======  ======  ======  ======  ======  ======
</TABLE>

     The  weighted average remaining contractual life of these stock options was
     approximately  seven  years  as  of  December  31,  2003.

(10) RELATED  PARTY  TRANSACTIONS
     The  Bank  conducts transactions with its directors and executive officers,
     including  companies  in which they have beneficial interest, in the normal
     course  of  business.  It  is the policy of the Bank that loan transactions
     with  directors  and  executive  officers be made on substantially the same
     terms  as  those  prevailing  at  the  time  for  comparable loans to other
     persons. The following is a summary of activity for related party loans for
     2003.

              Balance at December 31, 2002     $  606,476
              New loans                            42,324
              Repayments                          123,532
                                                  -------

              Balance at December 31, 2003     $  525,268
                                                  =======

     At  December 31, 2003 and 2002, deposits from directors, executive officers
     and  their  related  interests  aggregated  $3,479,185  and  $2,760,294,
     respectively. These deposits were taken in the normal course of business at
     market  interest  rates.

(11) MISCELLANEOUS  OPERATING  INCOME  AND  EXPENSES
     Components of other operating income and expenses which are greater than 1%
     of  interest  income  and  other  operating  income  are  as  follows:

<TABLE>
<CAPTION>
                                                                   2003     2002     2001
                                                                 --------  -------  -------
<S>                                                              <C>       <C>      <C>
Other income:
  Increase in cash surrender value of bank owned life insurance   $ 68,782    1,442        -

Other expenses:
  ATM surcharge                                                   $ 77,955   72,708   67,474
  Data processing                                                 $226,141  198,277  159,487
  Professional fees                                               $154,421  158,791  175,062
  Stationery & supplies                                           $ 60,444   51,718   52,887
</TABLE>


                                       30
<PAGE>
                         DECATUR FIRST BANK GROUP, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

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

     Quantitative  measures established by regulation to ensure capital adequacy
     require  the  Company  and  the Bank to maintain minimum amounts and ratios
     (set  forth  in the table below) of Total and Tier 1 Capital (as defined in
     the  regulations)  to  risk-weighted  assets  (as  defined),  and of Tier 1
     Capital  (as  defined) to average assets (as defined). Management believes,
     as  of  December  31, 2003 and 2002, that the Company and the Bank meet all
     capital  adequacy  requirements  to  which  they  are  subject.

     As  of  December  31,  2003 and 2002, the most recent notification from the
     Federal  Deposit  Insurance  Corporation  categorized  the  Bank  as  well
     capitalized under the regulatory framework for prompt corrective action. To
     be  categorized  as  well  capitalized the Bank must maintain minimum total
     risk-based,  Tier  1  risk-based and Tier 1 leverage ratios as set forth in
     the  table.  There are no conditions or events since that notification that
     management  believes  have  changed  the  Bank's  category.

     The  actual  capital  amounts  and  ratios are also presented in the table.

<TABLE>
<CAPTION>
                                                                         To Be Well
                                                                     Capitalized Under
                                                     For Capital     Prompt Corrective
                                   Actual         Adequacy Purposes  Action Provisions
                            -------------------  ------------------  ------------------
                              Amount     Ratio     Amount    Ratio   Amount    Ratio
                            -----------  ------  ----------  ------  ------  ----------
<S>                         <C>          <C>     <C>         <C>     <C>     <C>
AS OF DECEMBER 31, 2003:
Total Capital
 (to Risk Weighted Assets)
   Consolidated             $11,648,000   13.8%  $6,767,000    8.0%     N/A      N/A
   Bank                     $ 9,653,000   11.4%  $6,761,000    8.0%  $8,452,000  10.0%
Tier 1 Capital
 (to Risk Weighted Assets)
   Consolidated             $10,749,000   12.7%  $3,383,000    4.0%     N/A       N/A
   Bank                     $ 8,754,000   10.4%  $3,381,000    4.0%  $5,071,000   6.0%
Tier 1 Capital
 (to Average Assets)
   Consolidated             $10,749,000   10.7%  $4,021,000    4.0%     N/A       N/A
   Bank                     $ 8,754,000    9.6%  $3,658,000    4.0%  $4,573,000   5.0%

AS OF DECEMBER 31, 2002:
Total Capital
 (to Risk Weighted Assets)
   Consolidated             $10,772,000   13.6%  $6,318,000    8.0%     N/A      N/A
   Bank                     $ 9,566,000   12.3%  $6,246,000    8.0%  $7,808,000  10.0%
Tier 1 Capital
 (to Risk Weighted Assets)
   Consolidated             $10,085,000   12.8%  $3,159,000    4.0%     N/A       N/A
   Bank                     $ 8,753,000   11.2%  $3,123,000    4.0%  $4,685,000   6.0%
Tier 1 Capital
 (to Average Assets)
   Consolidated             $10,085,000   11.5%  $3,498,000    4.0%     N/A       N/A
   Bank                     $ 8,753,000    9.6%  $3,658,000    4.0%  $4,573,000   5.0%
</TABLE>


                                       31
<PAGE>
                         DECATUR FIRST BANK GROUP, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

(12) REGULATORY  MATTERS,  CONTINUED
     Dividends paid by the Bank are the primary source of funds available to the
     Company. Banking regulations limit the amount of dividends that may be paid
     without  prior  approval  of the regulatory authorities. These restrictions
     are  based  on  the level of regulatory classified assets, the prior years'
     net earnings, and the ratio of equity capital to total assets. In 2004, the
     Bank  can  pay  dividends  totaling  approximately  $403,000 to the Company
     without  prior  regulatory  approval.

(13) FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS
     The  Company is required to disclose fair value information about financial
     instruments,  whether  or  not recognized on the face of the balance sheet,
     for which it is practicable to estimate that value. The assumptions used in
     the estimation of the fair value of the Company's financial instruments are
     detailed  below.  Where  quoted  prices  are not available, fair values are
     based  on  estimates  using  discounted  cash  flows  and  other  valuation
     techniques.  The use of discounted cash flows can be significantly affected
     by  the  assumptions  used,  including  the  discount rate and estimates of
     future  cash  flows.  The  following disclosures should not be considered a
     surrogate  of the liquidation value of the Company, but rather a good-faith
     estimate of the increase or decrease in value of financial instruments held
     by  the  Company  since  purchase,  origination  or  issuance.

     Cash  and  Cash  Equivalents
     ----------------------------
     For  cash,  due from banks and federal funds sold, the carrying amount is a
     reasonable  estimate  of  fair  value.

     Interest-bearing  Deposits  with  Other  Banks
     ----------------------------------------------
     The  carrying  value  of  interest-bearing  deposits  with other banks is a
     reasonable  estimate  of  fair  value.

     Investment  Securities  Available-for-sale
     ------------------------------------------
     Fair  values  for  securities available-for-sale are based on quoted market
     prices.

     Other  Investments
     ------------------
     The  carrying  amount  of  other  investments  approximates  fair  value.

     Loans
     -----
     The  fair  value of fixed rate loans is estimated by discounting the future
     cash  flows using the current rates at which similar loans would be made to
     borrowers  with  similar  credit  ratings.  For  variable  rate  loans, the
     carrying  amount  is  a  reasonable  estimate  of  fair  value.

     Cash  Surrender  Value  of  Life  Insurance
     -------------------------------------------
     The  carrying  value of cash surrender value of life insurance approximates
     fair  value.

     Deposits
     --------
     The  fair  value  of  demand  deposits,  savings  accounts and money market
     deposits  is  the  amount payable on demand at the reporting date. The fair
     value of fixed maturity certificates of deposit is estimated by discounting
     the  future  cash  flows  using the rates currently offered for deposits of
     similar  remaining  maturities.

     Federal  Home  Loan  Bank  Advances
     -----------------------------------
     The  fair  value  of  the  Federal Home Loan Bank fixed rate borrowings are
     estimated  using  discounted  cash  flows, based on the current incremental
     borrowing  rates  for  similar  types  of  borrowing  arrangements.

     Commitments  to  Extend  Credit  and  Standby  Letters  of  Credit
     ------------------------------------------------------------------
     Commitments  to  extend  credit and standby letters of credit are generally
     short-term  and  at  variable  interest rates. Therefore, both the carrying
     value  and  estimated  fair  value  associated  with  these instruments are
     immaterial.


                                       32
<PAGE>
                         DECATUR FIRST BANK GROUP, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

(13) FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS,  CONTINUED
     Limitations
     -----------
     Fair  value  estimates  are  made  at  a  specific  point in time, based on
     relevant market information and information about the financial instrument.
     These  estimates  do  not reflect any premium or discount that could result
     from  offering  for  sale  at  one  time the Company's entire holdings of a
     particular financial instrument. Because no market exists for a significant
     portion  of  the  Company's financial instruments, fair value estimates are
     based  on  many  judgments.  These  estimates  are subjective in nature and
     involve  uncertainties  and  matters  of significant judgment and therefore
     cannot  be  determined  with  precision.  Changes  in  assumptions  could
     significantly  affect  the  estimates.

     Fair  value  estimates  are  based  on  existing  on  and off-balance-sheet
     financial  instruments  without  attempting  to  estimate  the  value  of
     anticipated  future  business  and the value of assets and liabilities that
     are  not  considered  financial  instruments.  Significant  assets  and
     liabilities  that are not considered financial instruments include deferred
     income taxes and premises and equipment. In addition, the tax ramifications
     related  to  the  realization of the unrealized gains and losses can have a
     significant  effect on fair value estimates and have not been considered in
     the  estimates.

     The  carrying  amount  and estimated fair values of the Company's financial
     instruments  as  of  December  31, 2003 and 2002 are as follows (amounts in
     thousands):

<TABLE>
<CAPTION>
                                                    2003                  2002
                                             ---------------------  --------------------
                                             Carrying   Estimated   Carrying  Estimated
                                              Amount    Fair Value   Amount   Fair Value
                                             ---------  ----------  --------  ----------
<S>                                          <C>        <C>         <C>       <C>
Assets:
  Cash and cash equivalents                   $   7,981      7,981     5,393       5,393
  Interest-bearing deposits with other banks      1,755      1,755     1,750       1,750
  Investment securities available-for-sale       17,019     17,019    20,582      20,582
  Other investments                                 574        574       595         595
  Loans, net                                     71,012     71,232    62,395      62,909
  Cash surrender value of life insurance          1,370      1,370     1,301       1,301
Liabilities:
  Deposits                                    $  83,748     85,102    74,445      76,770
  Federal Home Loan Bank advances                 7,980      8,782     9,980      10,955
</TABLE>


(14) STOCKHOLDERS'  EQUITY
     Shares  of  preferred  stock may be issued from time to time in one or more
     series  as  established  by  resolution  of  the  Board of Directors of the
     Company, up to a maximum of 2,000,000 shares. Each resolution shall include
     the number of shares issued, preferences, special rights and limitations as
     determined  by  the  Board.


                                       33
<PAGE>
                         DECATUR FIRST BANK GROUP, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

(15) DECATUR  FIRST BANK GROUP, INC. (PARENT COMPANY ONLY) FINANCIAL INFORMATION

<TABLE>
<CAPTION>

                                 Balance Sheets

                           December 31, 2003 and 2002

                                     Assets
                                     ------
                                                2003         2002
                                             -----------  ----------
<S>                                          <C>          <C>
Cash and cash equivalents                    $   119,097     114,714
Interest-bearing deposit                         105,377     102,701
Investment in Bank                             9,712,214   9,158,487
Investment securities available-for-sale         721,594     740,281
Other assets                                      32,012      61,286
                                             -----------  ----------

                                             $10,690,294  10,177,469
                                             ===========  ==========

              Liabilities and Shareholders' Equity
              ------------------------------------

Shareholders' equity                         $10,690,294  10,177,469
                                             ===========  ==========
</TABLE>


<TABLE>
<CAPTION>
                             Statements of Earnings

              For the Years Ended December 31, 2003, 2002 and 2001

                                                    2003       2002      2001
                                                 ----------  --------  --------
<S>                                              <C>         <C>       <C>
Income:
  Interest income                                $  31,262    40,889    52,548
                                                 ----------  --------  --------

Expenses:
  Salaries and employee benefits                     5,495     9,993    12,507
  Other operating                                   76,330    49,927    49,844
                                                 ----------  --------  --------

    Total expenses                                  81,825    59,920    62,351
                                                 ----------  --------  --------

    Loss before equity in undistributed earnings
      of Bank and income tax benefit               (50,563)  (19,031)   (9,803)

Equity in undistributed earnings of Bank           806,237   645,063   363,682

Income tax benefit                                  19,213     7,232     3,341
                                                 ----------  --------  --------

     Net earnings                                $ 774,887   633,264   357,220
                                                 ==========  ========  ========
</TABLE>


                                       34
<PAGE>
                         DECATUR FIRST BANK GROUP, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

(15) DECATUR FIRST BANK GROUP, INC. (PARENT COMPANY ONLY) FINANCIAL INFORMATION,
     CONTINUED

<TABLE>
<CAPTION>
                                   Statements of Cash Flows

                     For the Years Ended December 31, 2003, 2002 and 2001

                                                                2003       2002        2001
                                                             ----------  ---------  ----------
<S>                                                          <C>         <C>        <C>
Cash flows from operating activities:
  Net earnings                                                $ 774,887    633,264     357,220
  Adjustments to reconcile net earnings to net cash provided
    by operating activities:
      Equity in undistributed earnings of Bank                 (806,237)  (645,063)   (363,682)
      Provision for stock awards                                  5,495      9,993      12,506
      Change in other assets                                     42,760      5,698       6,079
                                                              ----------  ---------  ----------

       Net cash provided by operating activities                 16,905      3,892      12,123
                                                              ----------  ---------  ----------

Cash flows from investing activities:
  Net change in interest-bearing deposits                        (2,676)  (102,701)          -
  Proceeds from sales, maturities and calls of securities
    available-for-sale                                          400,000    202,219   1,005,384
  Purchase of securities available-for-sale                    (408,396)         -    (927,475)
                                                              ----------  ---------  ----------

       Net cash provided (used) by investing activities         (11,072)    99,518      77,909
                                                              ----------  ---------  ----------

Cash flows from financing activities consisting of purchase
  of treasury stock                                              (1,450)  (107,500)    (26,000)
                                                              ----------  ---------  ----------

Net change in cash and cash equivalents                           4,383     (4,090)     64,032

Cash and cash equivalents at beginning of year                  114,714    118,804      54,772
                                                              ----------  ---------  ----------

Cash and cash equivalents at end of year                      $ 119,097    114,714     118,804
                                                              ==========  =========  ==========
</TABLE>


                                       35
<PAGE>
<TABLE>
<CAPTION>
                      CORPORATE AND SHAREHOLDER INFORMATION

======================================================================================================
                                              DIRECTORS
======================================================================================================
<S>                                    <C>                             <C>

JOHN L. ADAMS, JR.                     MERRIELL AUTREY                 JAMES A. BASKETT
President & Managing Broker            Retired Banker                  Business Owner
Columbia Asset Mgmt. Corp.             Prolific Impressions, Inc.

M. BOBBIE BAILEY                       JOHN WALTER DRAKE               WILLIAM F. FLOYD
Business Owner                         Attorney                        President
Entertainment Resources, Inc.          McCurdy & Candler, LLC          W.F. Floyd Construction., Inc.
  & Bailey Design Co.

ROBERT E. LANIER                       CAROL NICKOLA                   LYNN PASQUALETTI
President                              Chief Nursing Officer           President and Co-Owner
REL Properties, Inc.                   Atlanta Medical Center          HLM Accounting & Tax, Inc.

ROGER K. QUILLEN                       JAMES T. SMITH, III             KIRBY A. THOMPSON
Attorney                               Business Owner                  Vice President
                                       Rutland Contracting Co.         Equifax

JUDY B. TURNER
President and Chief Executive Officer
Decatur First Bank Group, Inc.

======================================================================================================
                                         OFFICERS AND STAFF
======================================================================================================

OFFICERS
JUDY B. TURNER                         GREG M. AUTREY                  ANN S. RANDALL
President and Chief Executive Officer  Executive Vice President &      Executive Vice President &
                                       Senior Lender                   Cashier

DAVID E. SENIOR                        JAMIE ENSLEY                    JACK REGAN
Executive Vice President               Vice President/                 Vice President/
Senior Credit Manager                  Commercial Lender               Commercial Lender

KENNETH W. HORNE                       DORIS M. SHELTON                JUANITA MARZETTE
Vice President/                        Assistant Corporate Secretary   Retail Manager
Credit Analyst

WILBUR (BILL) G. KURTZ, III            LARRY WOMACK
Region President                       Region Vice President
Tri-County LPO                         Tri-County LPO

STAFF

PAM BRADLEY                            ANGELA CARTER                   RAY MCDONALD
Assistant Retail Manager               Teller/Customer Service         Operations Specialist

CALE RANDALL                           RON RICE                        MARY JACKSON
Customer Service Specialist            Courier (Part-time)             Operations Specialist

JACQUELINE TODD                        LISA THOMPSON                   ARLIA SLOTKIN
Customer Service Specialist            Customer Service Specialist     Customer Service Specialist

RENEE WILSON                           GLENNA WOODARD                  YVONNE REEVES
Loan Administrator I                   Loan Administrator I            Loan Administrator I - LPO

LARON WILLIAMSON                       ANTHONY KEMP                    SANDRA WILLIAMS
Teller                                 Teller/Cust. Service - Kroger   Teller/Cust. Service - Kroger

JOHNETTA BUSH                          SHARON HARRIS-STOKES
Teller                                 Teller
</TABLE>


                                       36
<PAGE>