As filed with the Securities and Exchange Commission on September 14, 2004.

                                                  Registration No. 333-______

===============================================================================
                               UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

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

                                 FORM S-1
                         REGISTRATION STATEMENT
                     UNDER THE SECURITIES ACT OF 1933

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

                    HOMETOWN COMMUNITY BANCSHARES, INC.
          (Exact name of registrant as specified in its charter)

        Georgia                     6021                       20-0714112
        -------                    ------                      ----------
    (State or other          (Primary Standard              (I.R.S. Employer
    jurisdiction of             Industrial                  Identification No.)
     incorporation             Classification
    or organization)            Code Number)

                                PO Box 218
                           Braselton, GA 30517
                             (706) 654-3199
       (Address including zip code, and telephone number including area
              code, of registrant's principal executive offices)
                          _____________________

                            C. Sean Childers
                  President and Chief Executive Officer
                   Hometown Community Bancshares, Inc.
                               PO Box 218
                           Braselton, GA 30517
                             (706) 654-3199
   (Name, address including zip code, and telephone number, including area
                     code, of agent for service)
                           _____________________

      Copies of all communications, including copies of all communications
               sent to agent for service, should be sent to:

                          Larry W. Shackelford, Esq.
                       Morris, Manning & Martin, L.L.P.
                         1600 Atlanta Financial Center
                           3343 Peachtree Road, N.E.
                            Atlanta, Georgia 30326
                                (404) 233-7000
                              (404) 365-9532 (Fax)

     Approximate date of commencement of proposed sale to the public:  As soon
as practicable after this Registration Statement becomes effective.

     If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box.   X
                                   ---

     If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering.     333-__________.
                                               --

     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.     333-__________.
                        --

     If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.     333-__________.
                        --

     If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box.
                          ----

                         CALCULATION OF REGISTRATION FEE
===============================================================================
                                                   Proposed
                                        Proposed    Maximum
                                        Maximum    Aggregate
  Title of Each Class    Amount to      Offering    Offering      Amount of
  of Securities to be       be           Price       Price       Registration
      Registered        Registered      Per Unit      (1)            Fee
-------------------------------------------------------------------------------
  Common Stock,
   $.01 par value    Up to 1,200,000     $10.00    $12,000,000    $1,520.40

===============================================================================

(1)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(a) under the Securities Act of 1933.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SUCH SECTION 8(A),
MAY DETERMINE.

===============================================================================


<PAGE>
The information in this prospectus is not complete and may be changed.  We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective.  This prospectus is not an
offer to sell these securities and is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.


<PAGE>
PROSPECTUS                      Subject to Completion, dated September 14, 2004
   2004

                      HOMETOWN COMMUNITY BANCSHARES, INC.
                        A Proposed Holding Company For





                 Maximum of 1,200,000 Shares of Common Stock
                  Minimum of 800,000 Shares of Common Stock

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

     This Prospectus relates to our offer for sale of a minimum of 800,000 and
a maximum of 1,200,000 shares of our common stock.  We will use the proceeds of
the sale of the shares to capitalize HOMETOWN COMMUNITY BANK (Proposed), a new
bank being organized by us and our organizers.  Our organizers filed an
application to organize Hometown Community Bank as a Georgia banking association
with the Georgia Department of Banking and Finance and an application for
deposit insurance with the Federal Deposit Insurance Corporation on September 7,
2004.

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

     These securities have not been approved or disapproved by the Securities
and Exchange Commission or any state securities commission nor has the
Commission or any state securities commission passed upon the accuracy or
adequacy of this prospectus.  Any representation to the contrary is a criminal
offense.  The shares of common stock offered hereby are not deposits or savings
accounts or savings deposits and are not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other governmental agency.


================================================================================
                                                                   Net Proceeds
                                              Underwriting         to Hometown
                              Price to        Discounts and         Community
                             Public (1)      Commissions (2)      Bancshares (3)
--------------------------------------------------------------------------------
Per Share                     $10.00              None               $10.00
--------------------------------------------------------------------------------
Total   (Minimum)           $8,000,000            None             $8,000,000
        (Maximum)          $12,000,000            None            $12,000,000
================================================================================

(1)   We have established the offering price arbitrarily.  See "Risk Factors -
      Because the Offering Price Was Determined Solely by Our Board of Directors
      Without Negotiation With an Underwriter, There is No Assurance That the
      Price is Fair."
(2)   This offering is expected to be made on our behalf solely by certain of
      our directors and executive officers, to whom no commission or other
      compensation will be paid on account of such activity, although they will
      be reimbursed for reasonable expenses incurred in the offering.  We
      believe such participating executive officers and directors will not be
      deemed brokers under the Securities Exchange Act of 1934 based on reliance
      on Rule 3a4-1 of the Exchange Act.
(3)   Before deducting expenses related to this offering, estimated to be
      approximately $140,000.  See "Use of Proceeds - By Hometown Community
      Bancshares."

     Investment in these securities involves significant risk.  See "Risk
Factors" on page 5.  After completion of the offering, but prior to our
obtaining all final regulatory approvals for Hometown Community Bank to commence
banking operations and receive its charter, it is possible that Hometown
Community Bank may not be able to commence banking operations, and in such event
upon liquidation of Hometown Community Bancshares shareholders could receive
less than their original subscription price.  See "Risk Factors - If the Minimum
Offering Amount is Raised and the Funds are Released from Escrow but the Net
Offering Proceeds are Returned to Investors, Investors Will Receive Less Than
Their Full Subscription Amount."


<PAGE>
     This is a "best efforts" offering by us, and we will terminate it upon the
sale of 1,200,000 shares or March 31, 2005, whichever occurs first, unless the
offering is extended, in our sole discretion, for additional periods ending no
later than September 30, 2005.  We reserve the right to terminate the offering
at any time after the sale of the minimum offering of 800,000 shares.

     This prospectus sets forth information that a prospective investor should
know about Hometown Community Bancshares and Hometown Community Bank before
investing.  Prospective investors should carefully review this prospectus before
subscribing for shares.  Subscribers must warrant in the subscription agreement
by which they subscribe for shares that they have received a copy of this
prospectus.  See "The Offering - How to Subscribe."  We have established a
minimum subscription of 1,000 shares.  However, we reserve the right to waive
this limit without notifying any subscriber.  Our organizers (together with
members of their immediate families) intend to purchase an aggregate of at least
141,500 shares (17.7% if the minimum number of shares is sold and 11.8% if the
maximum number is sold) of the common stock to be sold in the offering.  In
addition, the organizers reserve the right to purchase up to 100% of the shares
of stock being offered hereunder if necessary to complete the offering.

     We will deposit proceeds of the offering in an escrow account under the
control of Nexity Bank, NA, as escrow agent, pending receipt of subscriptions
and subscription proceeds for a minimum of 800,000 shares and satisfaction of
certain other conditions of the offering.  See "The Offering - Conditions of the
Offering and Release of Funds."  If the offering is terminated prior to
completion, we will promptly return subscription payments to subscribers.  Any
subscription proceeds accepted after satisfaction of the conditions set forth
above but before termination of this offering will not be deposited in escrow
but will be available for immediate use by us to fund offering and
organizational expenses and for working capital.

             The date of this Prospectus is _________ ____, 2004


<PAGE>
                             PROSPECTUS SUMMARY

    The following summary is qualified in its entirety by the more detailed
             information contained elsewhere in this Prospectus.

  ---------------------------------------------------------------------------
 |       The shares of common stock offered hereby are not deposits or       |
 |  savings accounts or savings deposits and are not insured or guaranteed   |
 |  by the FDIC or any other governmental agency.                            |
  ---------------------------------------------------------------------------

                       HOMETOWN COMMUNITY BANCSHARES

     Hometown Community Bancshares, Inc. was incorporated under the laws of the
State of Georgia on May 12, 2004, primarily to hold all of the capital stock
of its proposed Georgia banking subsidiary, Hometown Community Bank (Proposed).
We may not acquire the capital stock of Hometown Community Bank without the
prior approval of the Federal Reserve Bank of Atlanta and the Georgia Department
of Banking and Finance (the "Georgia Department").  Hometown Community
Bancshares, Inc. will file an application for Federal Reserve and Georgia
Department approval once it obtains preliminary approval of the application for
the charter for Hometown Community Bank from the Georgia Department.  Hometown
Community Bancshares, Inc. initially will engage in no business other than
owning and managing Hometown Community Bank.  Our mailing address and telephone
number are currently PO Box 218, Braselton, Georgia 30517, (706) 654-3199.


                           HOMETOWN COMMUNITY BANK

     Hometown Community Bank is being formed to engage in a general commercial
banking business, emphasizing personalized banking services to independent
developers, contractors, subcontractors, and suppliers and homeowners, consumers
and small-to-medium businesses.   Our organizers filed an application with the
Georgia Department on September 7, 2004 to charter Hometown Community Bank as a
Georgia banking corporation.  The organizers also filed an application on
September 7, 2004 with the FDIC for insurance of the deposits of Hometown
Community Bank.  Hometown Community Bank may not conduct any banking business
until the Georgia Department grants final approval of Hometown Community Bank's
application and issues its charter and the FDIC grants it deposit insurance.
The issuance of a charter will depend, among other things, upon compliance with
certain legal requirements that may be imposed by the Georgia Department,
including initial capitalization of Hometown Community Bank of an amount which
we believe will be not less than $8,000,000.  In order to receive deposit
insurance, Hometown Community Bank must also comply with certain legal
requirements that may be imposed by the FDIC.  See "The Offering" and
"Supervision and Regulation."  Additionally, we must obtain the approval of
the Federal Reserve and the Georgia Department to become a bank holding company
before acquiring the capital stock of Hometown Community Bank.

     We believe that our market area represents a diverse market with a growing
population and economy and that the community will enthusiastically welcome and
support a new locally owned and operated commercial bank.  As a community bank,
Hometown Community Bank will be designed to serve the needs of local residents
and small- to medium-sized businesses within this growing economy by providing


                                          2
<PAGE>
superior customer service.  Within 12-18 months of formation, Hometown Community
Bank plans to have two bank site locations within a mile radius of two major
interstate highways and adjacent to a single highway that will connect the
branches.  I-85 intersects Highway 53 in Braselton at exit 129.  I-985
intersects Highway 53 in Oakwood at exit 16.  Hometown Community Bank plans to
locate on Highway 53 in Braselton and Oakwood.  It is approximately 12 miles on
Highway 53 between I-85 in Braselton and I-985 in Oakwood.  The bank will market
its products and services to potential bank customers along this corridor and
its connector roads.   See "Proposed Business."

     Hometown Community Bank is being formed to take advantage of the growth in
this market area. On April 8, 2004, the U.S. Census Bureau released a study of
the one hundred fastest growing counties in America from April 1, 2000 to July
1, 2003.  All four of the counties that lie within our market, Barrow (41st),
Gwinnett (55th), Jackson (79th) and Hall (98th) are among the 100 fastest
growing counties in America.  According to the U.S. Census Bureau, the State of
Georgia grew 6.09% from April 1, 2000 to July 1, 2003. The counties of Barrow,
Gwinnett, Jackson and Hall grew 15.90%, 14.43%, 13.01% and 12.05%, respectively,
during this same time period.

     C. Sean Childers, the proposed President and Chief Executive Officer of
Hometown Community Bank and the current President and Chief Executive Officer
of Hometown Community Bancshares, has over thirteen years of experience in the
commercial banking industry.  Ted Murphy, Vice Chairman and consultant to
Hometown Community Bank, was employed over forty-five years in the commercial
banking industry and has over twenty-five years of experience as a bank's Chief
Executive Officer, President and Board member. We believe that Mr. Childers'
and Mr. Murphy's banking experience and the extensive business experience and
contacts of the organizers in the Braselton/Oakwood area should create immediate
business opportunities for Hometown Community Bank.  See "Management."  We are
presently engaged in completing the tasks necessary to open Hometown Community
Bank, although no assurances can be given that it will open for business or that
the projected opening date can be achieved.

     Our temporary offices are located at 74 Lagree Duck Road, Braselton,
Georgia 30517.  We currently plan for Hometown Community Bank to be located near
this office at the intersection of Highway 53 and New Cut Road.


                                THE ORGANIZERS

     The organizers of Hometown Community Bancshares and Hometown Community Bank
are Amyn A. Meghani, C. Sean Childers, Dr. Terry Elrod, Martha Martin, Ted
Murphy, C.K. Patel and Monk Tolbert.  Additional individuals may be added as
organizers, subject to regulatory approval.  All of the organizers are directors
of Hometown Community Bancshares and are expected to serve as directors of
Hometown Community Bank.  See "Management."

     Our organizers (together with members of their immediate families) intend
to purchase an aggregate of at least 141,500 shares (or 17.7% of the minimum
shares offered) of the common stock to be sold in this offering.  The organizers
may subscribe for up to 100% of the shares in the offering if necessary to help
us achieve the minimum subscription level necessary to release subscription
proceeds from escrow, and some organizers may decide to purchase additional
shares even if the minimum subscription amount has been achieved.  Any shares
purchased by the organizers in excess of their original commitment will be
purchased for investment and not with a view to the resale of such shares.
Because purchases by the organizers may be substantial, investors should not


                                        3
<PAGE>
place any reliance on the sale of a specified minimum offering amount as an
indication of the merits of this offering or that an organizer's investment
decision is shared by unaffiliated investors.  See "The Offering" and
"Management."


                                    THE OFFERING

Security Offered            Common stock of Hometown Community Bancshares,
                            par value $.01 per share

Offering Price              $10.00 per share

Number of Shares Offered    Minimum:    800,000
                            Maximum:  1,200,000

Use of Proceeds             We will use the net proceeds of the offering (gross
                            proceeds less offering expenses, which are estimated
                            to be $140,000) to capitalize Hometown Community
                            Bank through the purchase of its capital stock,
                            subject to regulatory approval; to pay our
                            organizational expenses; and to provide working
                            capital.  We will use a minimum of $7,500,000 of the
                            net proceeds to capitalize Hometown Community Bank.
                            We plan to retain sums in excess of the minimum
                            necessary to capitalize Hometown Community Bank and
                            initially invest the sums in United States
                            government securities or as a deposit at Hometown
                            Community Bank.  We may be required by the Georgia
                            Department to capitalize Hometown Community Bank at
                            a level in excess of the minimum of $7,500,000, in
                            which case we would have to receive net proceeds in
                            the offering in excess of the minimum or obtain
                            additional capital from other sources.  If the
                            Georgia Department requires that Hometown Community
                            Bank be capitalized with an amount in excess of the
                            minimum of $8,000,000, we plan to seek additional
                            subscriptions up to the maximum subscription of
                            $12,000,000.  Hometown Community Bank will use the
                            capital received from the sale of its stock to us to
                            provide working capital to be used for business
                            purposes, including making loans and investments.
                            See "Use of Proceeds - By Hometown Community Bank."

Return of Less Than         If the conditions for releasing subscription funds
  Subscription Amount       from escrow are met and such funds are released but
                            final regulatory approval to commence banking
                            operations is not obtained from the Georgia
                            Department or the FDIC or Hometown Community Bank
                            does not open for any other reason, it is possible
                            that subscribers could be returned an amount less
                            than their original investment.  See "Risk Factors -
                            If the Minimum Offering Amount is Raised and the
                            Funds are Released from Escrow but the Net Offering
                            Proceeds are Returned to Investors, Investors Will
                            Receive Less Than Their Full Subscription Amount."


                                     4
<PAGE>
Conditions to Offering      This offering will be terminated and all
                            subscription funds will be returned promptly to
                            subscribers unless on or before March 31, 2005 (or
                            such later date if we extend the offering for
                            additional periods not to extend beyond September
                            30, 2005), (i) we have accepted subscriptions and
                            payment in full for a minimum of 800,000 shares;
                             (ii) we have obtained approval of the Federal
                            Reserve and the Georgia Department to acquire the
                            capital stock of Hometown Community Bank and
                            thereafter to become a bank holding company; and
                             (iii) Hometown Community Bank has received
                            preliminary approval of its application for a
                            charter from the Georgia Department and of its
                            application for deposit insurance from the FDIC.
                            Subscription proceeds for shares will be deposited
                            promptly in an escrow account with Nexity Bank, NA,
                            as escrow agent under the terms of an escrow
                            agreement pending the satisfaction of the conditions
                            set forth above or the termination of the offering.
                            Subscriptions are binding on subscribers and may not
                            be revoked by subscribers except with our consent.
                            Any subscription proceeds accepted after
                            satisfaction of the conditions set forth above but
                            before termination of this offering will not be
                            deposited in escrow but will be available for our
                            immediate use to fund offering and organizational
                            expenses and for working capital.  See "The
                            Offering."

Plan of Distribution        Offers and sales of the common stock will be made on
                            our behalf primarily by certain of our executive
                            officers and directors.  The executive officers and
                            directors will receive no commissions or other
                            remuneration in connection with such activities, but
                            they will be reimbursed for reasonable expenses
                            incurred in the offering.


                                        5
<PAGE>
                                   RISK FACTORS

     An investment in the shares offered hereby involves certain risks.  A
subscription for shares should be made only after careful consideration of the
risk factors set forth below and elsewhere in this prospectus and should be
undertaken only by persons who can afford an investment involving such risks.
The shares of common stock offered hereby are not deposits or savings accounts
or savings deposits and are not insured or guaranteed by the FDIC or any other
governmental agency.

     IF THE MINIMUM OFFERING AMOUNT IS RAISED AND THE FUNDS ARE RELEASED FROM
ESCROW BUT THE NET OFFERING PROCEEDS ARE RETURNED TO INVESTORS, INVESTORS WILL
RECEIVE LESS THAN THEIR FULL SUBSCRIPTION AMOUNT.  The amounts paid by
subscribers in this offering will be held in escrow until (i) we have accepted
subscriptions and payment in full for a minimum of 800,000 shares; (ii) we have
obtained approval of the Federal Reserve and the Georgia Department to acquire
the capital stock of Hometown Community Bank and thereafter to become a bank
holding company; and (iii) Hometown Community Bank has received preliminary
approval of its application for a charter from the Georgia Department and of its
application for deposit insurance from the FDIC.  If these conditions are not
met by March 31, 2005, or by such subsequent date, not beyond September 30,
2005, to which we may extend the offering, we will promptly return in full all
subscriptions.  If these conditions are satisfied, the subscription amounts held
in escrow may be paid to us and shares issued to subscribers. Once we have met
the conditions for the offering, the escrow agreement will be terminated and any
subscription proceeds accepted after satisfaction of the conditions set forth
above but before termination of this offering will not be deposited in escrow
but will be available for immediate use by us to fund offering and
organizational expenses and for working capital.

     IF THE MINIMUM OFFERING AMOUNT IS RAISED AND THE FUNDS ARE RELEASED FROM
ESCROW BUT HOMETOWN COMMUNITY BANK DOES NOT OPEN BECAUSE NECESSARY REGULATORY
APPROVALS HAVE NOT BEEN OBTAINED, INVESTORS WILL RECEIVE LESS THAN THEIR FULL
SUBSCRIPTION AMOUNT.  Under the Georgia Department's policies, a newly chartered
state bank must open for business within two years of receipt of preliminary
approval of its application for a charter.  The Georgia Department's standard
conditions for opening a bank include, but are not limited to:  (i) raising
sufficient capital, (ii) forming the corporate body, and (iii) passing a pre-
opening examination.  The Georgia Department has substantial discretion in
determining whether all of the conditions to opening Hometown Community Bank
have been met.  In addition, the FDIC has substantial discretion in determining
whether Hometown Community Bank will be granted federal deposit insurance, which
is a prerequisite to Hometown Community Bank's opening.  Therefore, even if we
meet the conditions for release of the subscription funds from escrow, there is
no assurance that Hometown Community Bank will open for business.  If the
conditions for releasing subscription funds from escrow are met and such funds
are released but final regulatory approval to commence banking operations is not
obtained from the Georgia Department or the FDIC or Hometown Community Bank does
not open for any other reason, our board of directors intends to propose that
the shareholders approve a plan to liquidate Hometown Community Bancshares.
Upon such a liquidation, Hometown Community Bancshares would be dissolved and
our net assets (generally consisting of the amounts received in this offering
plus any interest earned thereon, less the amount of all costs and expenses
incurred by us, including the salary of our President and Chief Executive
Officer and other pre- opening expenses) would be distributed to the
shareholders.  In such event, we will have incurred numerous expenses related
to our organization and the organization of the Hometown Community Bank, and
the amount distributed to shareholders may be substantially less than the
subscription amount, and in an extreme case shareholders may not be returned
any amount.


                                         6
<PAGE>
     OUR LIMITED OPERATING HISTORY AND LACK OF INITIAL PROFITABILITY MAKE IT
DIFFICULT TO MAKE AN INVESTMENT DECISION WITH RESPECT TO OUR COMMON STOCK.
Hometown Community Bancshares and Hometown Community Bank currently are in the
organizational stage, and neither has any operating history.  As a consequence,
prospective purchasers of the shares have limited information on which to base
an investment decision.  As a bank holding company, our profitability will
depend upon Hometown Community Bank's operations.  Hometown Community Bank's
proposed operations are subject to the risks inherent in the establishment of
any new business and, specifically, of a new bank.  We expect that Hometown
Community Bank will incur substantial initial expenses and may not be profitable
for several years after commencing business, if ever.  Shareholders are likely
to experience additional dilution in the book value of the common stock due to
operating losses expected to be incurred during the initial years of Hometown
Community Bank's operations. See "Proposed Business" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

     DEPARTURE OF OUR KEY PERSONNEL MAY IMPAIR OUR OPERATIONS.  As a new
enterprise, we will be materially dependent on the performances of Sean
Childers, who will be the President and Chief Executive Officer of Hometown
Community Bank and Hometown Community Bancshares, and Ted Murphy, who will be
the Vice Chairman of the Board of Directors of Hometown Community Bancshares and
bank consultant.  The loss of the services of Messrs. Childers or Murphy or
their failure to perform their management functions in the manner anticipated by
us could have a material adverse effect on Hometown Community Bank and us.  We
have entered into an employment agreement with Mr. Childers pursuant to which
Mr. Childers will be employed as President and Chief Executive Officer of
Hometown Community Bank and Hometown Community Bancshares.  We have also entered
into a consulting agreement with Mr. Murphy pursuant to which Mr. Murphy will be
retained as a consultant to the Board of Directors of Hometown Community
Bancshares.  See "Management - Employment Agreements."

     OUR MANAGEMENT AND AFFILIATES WILL CONTROL MORE THAN 11.8% OF OUR STOCK
FOLLOWING THIS OFFERING AND MAY THEREFORE BE ABLE TO MATERIALLY INFLUENCE THE
OUTCOME OF A SHAREHOLDER VOTE.  The organizers, all of whom will serve as
directors of Hometown Community Bancshares and Hometown Community Bank, and
members of their immediate families intend to purchase an aggregate of at least
141,500 shares, equal to 17.7% of the minimum number of shares offered hereby
and 11.8% of the maximum number of shares offered hereby.  The organizers may
purchase additional shares in the offering and additional persons may be named
as organizers, subject to regulatory approval.  As a result of the anticipated
stock ownership in Hometown Community Bancshares by the organizers, together
with the influence which may be exerted by such persons due to their positions
as directors of Hometown Community Bancshares and Hometown Community Bank, the
organizers as a group will have substantial control of Hometown Community
Bancshares and Hometown Community Bank following the offering.  The organizers
may subscribe for up to 100% of the shares in this offering if necessary to
help Hometown Community Bancshares achieve the minimum subscription level


                                     7
<PAGE>
necessary to release subscription proceeds from escrow, and some organizers
may decide to purchase additional shares even if the minimum subscription amount
has been achieved.  Because purchases by the organizers may be substantial,
investors should not place any reliance on the sale of a specified minimum
offering amount as an indication of the merits of this offering or that an
organizer's investment decision is shared by unaffiliated investors.  See "The
Offering" and "Management. "

     CERTAIN PROVISIONS OF OUR CORPORATE DOCUMENTS MAY DISCOURAGE UNSOLICITED
OFFERS TO ACQUIRE US.  Certain provisions of our Articles of Incorporation and
Bylaws may have the effect of discouraging attempts to acquire us without the
cooperation of our management, including: (i) provisions requiring prior notice
of matters to be brought before meetings of shareholders; (ii) provisions
requiring prior notice of nominees for election as directors; (iii) the ability
of our Board of Directors to issue additional shares of common stock and special
stock authorized in our Articles of Incorporation without shareholder approval;
and (iv) a provision of our Articles of Incorporation granting our Board of
Directors the discretion, when considering whether a proposed merger or similar
transaction is in the best interests of our shareholders, to take into account
the effect of the transaction on our employees, customers, suppliers, and
creditors and upon the communities which we serve.  Any of these measures may
impede a takeover of us without the approval of our Board of Directors.  See
"Description of Capital Stock of Hometown Community Bancshares - Certain
Antitakeover Effects."

     BECAUSE THE OFFERING PRICE WAS DETERMINED SOLELY BY OUR BOARD OF DIRECTORS
WITHOUT NEGOTIATION WITH AN UNDERWRITER, THERE IS NO ASSURANCE THAT THE PRICE IS
FAIR.  Because we and Hometown Community Bank are in the organization stage, the
offering price of $10.00 per share was determined by our Board of Directors
without reference to traditional criteria for determining stock value such as
book value or historical or projected earnings.  Such criteria are not
applicable to companies with no history of operations.  Because there is no
underwriter of the offering, the price was not determined by negotiation with an
underwriter.  The price per share was set to enable us to raise gross proceeds
of between $8,000,000 and $12,000,000 in this offering through the sale of a
reasonable number of shares, and the price per share is essentially equivalent
to the initial book value per share prior to the payment of our and Hometown
Community Bank's organizational expenses.  We cannot give any assurance that any
of the shares could be resold for the offering price or any other amount.

     THE ABSENCE OF AN ACTIVE TRADING MARKET FOR THE COMMON STOCK WILL IMPAIR
INVESTORS' ABILITY TO RESALE SHARES.  There currently is no market for the
shares and it is not likely that any trading market will develop for the shares
in the future.  There are no present plans for our common stock to be traded on
any stock exchange or in the over-the-counter market.  Furthermore, the
development of any trading market for the shares may be adversely affected by
purchases of large amounts of shares in this offering by the organizers since
shares purchased by the organizers will generally not be freely tradable.
Furthermore, in the event that a small number of organizers or other persons
acquire substantial additional amounts of the common stock, a trading market for
the common stock will be even less likely to develop.  As a result, investors
who may need or wish to dispose of all or part of their shares may be unable to
do so except in private, directly negotiated sales. In addition, sales of
substantial amounts of the common stock after the offering, by the organizers or


                                         8
<PAGE>
others, could adversely affect prevailing market prices.  See "Description of
Capital Stock of Hometown Community Bancshares - Shares Eligible for Future
Sale."

     INDUSTRY COMPETITION MAY HAVE AN ADVERSE EFFECT ON OUR PROFITABILITY.  The
banking business is highly competitive, and Hometown Community Bank will
encounter strong competition from other commercial banks, as well as from
savings institutions, mortgage banking firms, consumer finance companies,
securities brokerage firms, insurance companies, money market mutual funds, and
other financial institutions operating in our market.  A number of these
competitors are well established in the Braselton/Oakwood area.  Most of them
have substantially greater resources and lending limits and a lower cost of
funds than Hometown Community Bank will have initially and may offer certain
services, such as extensive and established branch networks and trust services,
that Hometown Community Bank either does not expect to provide or will not
provide initially.  As a result of these competitive factors, Hometown Community
Bank may have to pay higher rates of interest to attract deposits.  In addition,
non-depository institution competitors are generally not subject to the
extensive regulations applicable to us and Hometown Community Bank.  Federal
legislation in recent years has removed restrictions on the establishment of
nationwide operations by commercial banks, further increasing competition from
out-of-state financial institutions.  Although we believe that Hometown
Community Bank will be able to compete effectively with these institutions, no
assurances can be given in this regard.  See "Proposed Business - Competition"
and "Supervision and Regulation."

     GOVERNMENT REGULATION MAY HAVE AN ADVERSE EFFECT ON OUR PROFITABILITY AND
GROWTH.  The banking industry is heavily regulated.  Our success depends not
only on competitive factors but also on state and federal regulations affecting
banks and bank holding companies.  These regulations are primarily intended to
protect depositors, not shareholders.  Regulation of the financial institutions
industry is undergoing continued changes, and the ultimate effect of such
changes cannot be predicted.  Over the last 10 years, legislative enactments and
the regulations thereunder have substantially increased the regulatory and
supervisory requirements for financial institutions, which have resulted and
will continue to result in increased operating expenses.  Additional statutes
affecting financial institutions have been proposed and may be enacted.
Regulations now affecting us and Hometown Community Bank may be modified at any
time, and there is no assurance that such modifications will not adversely
affect our businesses.  See "Supervision and Regulation."

     UNPREDICTABLE ECONOMIC CONDITIONS MAY HAVE AN ADVERSE EFFECT ON THE QUALITY
OF OUR LOAN PORTFOLIO AND OUR FINANCIAL PERFORMANCE.  Our success will depend,
to a certain extent, upon economic and political conditions, both local and
national, as well as governmental monetary policies.  Conditions such as
inflation, recession, unemployment, high interest rates, short money supply, and
other factors beyond our control may adversely affect Hometown Community Bank's
deposit levels and loan demand and, therefore, our earnings.  Although we expect
favorable economic development in our market area, there is no assurance that
such favorable economic development will occur or that our expectation of
corresponding growth will be achieved.  See "Proposed Business."

     OUR ABILITY TO PAY DIVIDENDS IS RESTRICTED BY STATE AND FEDERAL POLICIES
AND REGULATIONS.  We have no plans to pay any cash dividends to our shareholders
in the foreseeable future.  Because we and Hometown Community Bank are both
start-up operations and may incur initial losses, we intend to retain any
earnings for the period of time management believes necessary to ensure the


                                        9
<PAGE>
success of our operations.  We will be dependent upon Hometown Community Bank
for its earnings and funds to pay dividends on our common stock.  Our ability to
pay dividends is subject to legal and regulatory restrictions applicable to us
and Hometown Community Bank.  See "Dividend Policy," "Proposed Business," and
"Supervision and Regulation."

     OUR SIZE MAY LIMIT OUR ABILITY TO MEET THE NEEDS OF LARGER CUSTOMERS.
Under Georgia Law, Hometown Community Bank is limited in the amount it can loan
a single borrower (including the borrower's related interests) by the amount of
Hometown Community Bank's capital.  Hometown Community Bank loans to one
borrower, including related interests, cannot exceed 15% of Hometown Community
Bank's capital unless the loans are all fully secured by marketable collateral,
in which case the loans cannot exceed 25% of Hometown Community Bank's capital.
Capital for these purposes includes only Hometown Community Bank's stated
capital, additional paid-in capital and appropriated retained earnings accounts.
These lending limits will increase and decrease as Hometown Community Bank's
capital increases and decreases as a result of Hometown Community Bank's
earnings or losses, among other reasons.  Unless Hometown Community Bank is able
to sell participations in its loans to other financial institutions, Hometown
Community Bank will not be able to meet all of the lending needs of loan
customers requiring aggregate extensions of credit above these limits.  See
"Supervision and Regulation."


                                        10
<PAGE>
            HOMETOWN COMMUNITY BANCSHARES AND HOMETOWN COMMUNITY BANK

     Hometown Community Bancshares was incorporated under the laws of Georgia
on May 12, 2004, for the purpose of becoming a bank holding company by acquiring
all of the capital stock of Hometown Community Bank upon its formation.
Hometown Community Bank is being organized as a state banking association under
the laws of the State of Georgia.  The organizers of Hometown Community Bank are
Amyn A. Meghani, C. Sean Childers, Dr. Terry Elrod, Martha Martin, Ted Murphy,
C.K. Patel and Monk Tolbert.  On September 7, 2004, the organizers of Hometown
Community Bank filed an application for a charter for Hometown Community Bank
with the Georgia Department and an application for insurance of the deposits of
Hometown Community Bank with the FDIC.  Upon receipt of preliminary approval of
the application for a charter from the Georgia Department, we will file an
application with the Federal Reserve seeking approval to become a bank holding
company by acquiring all of the capital stock to be issued by Hometown Community
Bank.  If and when we and Hometown Community Bank receive required regulatory
approvals, we will use a minimum of $7,500,000 of the aggregate net proceeds of
this offering to purchase all of the shares of the capital stock of Hometown
Community Bank. See "Use of Proceeds."  We initially will engage in no business
other than owning and managing Hometown Community Bank.

     Hometown Community Bank will engage in a general commercial banking
business, emphasizing the needs of small businesses and professionals primarily
in the Braselton/Oakwood area.  Hometown Community Bank will not initially have
trust powers.  Hometown Community Bank may in the future offer a full-service
trust department, but it cannot do so without the prior approval of the Georgia
Department.  See "Proposed Business."  Sean Childers, the proposed President and
Chief Executive Officer of Hometown Community Bank and current President and
Chief Executive Officer of Hometown Community Bancshares, has over thirteen
years experience in the commercial banking industry.  Ted Murphy, Vice Chairman
and consultant to Hometown Community Bank, has over forty-five years experience
in the commercial banking industry, twenty-five years of which was as a
community bank Chief Executive Officer, President and Board member.  See
"Management."

     We believe that the banking experience of Mr. Childers and Mr. Murphy and
the extensive business experience and contacts of the organizers in the
Braselton/Oakwood area should create immediate business opportunities for
Hometown Community Bank.  We presently are engaged in completing the tasks
necessary to open Hometown Community Bank, although no assurance can be given
that Hometown Community Bank can be opened by a particular date.   See "Proposed
Business."

     All of the organizers of Hometown Community Bank also serve as directors of
Hometown Community Bancshares and are expected to serve as directors of Hometown
Community Bank.  The organizers (together with members of their immediate
families) intend to purchase an aggregate of at least 141,500 shares of the
common stock to be sold in this offering.  The organizers may subscribe for up
to 100% of the shares in the offering if necessary to help us achieve the
minimum subscription level necessary to release subscription proceeds from
escrow, and some organizers may decide to purchase additional shares even if the
minimum subscription amount has been achieved.  Any shares purchased by the
organizers in excess of their original commitment will be purchased for
investment and not with a view to the resale of such shares.  Because purchases
by the organizers may be substantial, investors should not place any reliance on
the sale of a specified minimum offering amount as an indication of the merits


                                       11
<PAGE>
of this offering or that an organizer's investment decision is shared by
unaffiliated investors.  Additional individuals may be added as organizers,
subject to regulatory approval.  See "Management. "

     Our temporary offices are located at 74 Lagree Duck Road, Braselton,
Georgia 30517.  We expect that Hometown Community Bank's initial banking office
will be in a building to be constructed at the intersection of Highway 53 and
New Cut Road, Jackson County, Braselton, Georgia 30517, and that our executive
offices will relocate to that address when Hometown Community Bank opens its
banking office there.  Hometown Community Bancshares' telephone number is (706)
654-3199.


                                    THE OFFERING

GENERAL

     We are offering for sale a minimum of 800,000 shares and a maximum of
1,200,000 shares of our common stock at a price of $10.00 per share to raise
gross proceeds of between $8,000,000 and $12,000,000.  The minimum purchase for
any investor (together with the investor's affiliates) is 1,000 shares unless
we, in our sole discretion, accept a subscription for a lesser number of shares.
Subscribers should be aware that beneficial ownership of as little as 5% of the
outstanding shares could obligate the beneficial owner to comply with certain
reporting and disclosure requirements of federal and state securities and
banking laws.

     It is expected that our organizers (together with members of their
immediate families) will purchase a total of at least 141,500 of the shares
offered hereby; however, the organizers may, subject to regulatory approval,
elect to purchase up to 100% of the shares offered hereby, and additional
persons may be named as organizers.  Any shares purchased by the organizers in
excess of their original commitment will be purchased for investment and not
with a view to the resale of such shares.  Because purchases by the organizers
are expected to be substantial, investors should not place any reliance on the
sale of the specified minimum offering amount as an indication of the merits of
this offering or that an organizer's investment decision is shared by other
unaffiliated investors.

     Subscriptions to purchase shares will be received until March 31, 2005,
unless all of the shares are earlier sold or we earlier terminate or extend the
offering.  See "Conditions of the Offering and Release of Funds" below.  We
reserve the right to terminate the offering at any time or to extend the
expiration date for additional periods not to extend beyond September 30, 2005.
The date the offering terminates is referred to herein as the "Expiration Date."
No written notice of an extension of the offering period need be given prior to
any extension, and any such extension will not alter the binding nature of
subscriptions already accepted by us.  Extension of the Expiration Date might
cause an increase in our organizational and pre-opening expenses and in the
expenses incurred with this offering.  We may find it necessary to utilize the
services of brokers or dealers in order to effectuate the sales of these
securities in certain jurisdictions.

     Following acceptance by us, subscriptions will be binding on subscribers
and may not be revoked by subscribers except with our consent.  In addition, we
reserve the right to cancel accepted subscriptions at any time and for any
reason until the proceeds of this offering are released from escrow (as
discussed in greater detail in "Conditions of the Offering and Release of Funds"
below), and we reserve the right to reject, in whole or in part, and in our sole


                                         12
<PAGE>
discretion, any subscription.  We may, in our sole discretion, allocate shares
among subscribers in the event of an oversubscription for the shares.  In
determining which subscriptions to accept, in whole or in part, we may take into
account any factors we consider relevant, including the order in which
subscriptions are received, a subscriber's potential to do business with, or to
direct customers to, Hometown Community Bank, and our desire to have a broad
distribution of stock ownership.

     In the event we reject all, or accept less than all, of any subscription,
we will refund promptly the amount remitted that corresponds to $10.00
multiplied by the number of shares as to which the subscription is not accepted.
If we accept a subscription but in our discretion subsequently elect to cancel
all or part of such subscription, we will refund promptly the amount remitted
that corresponds to $10.00 multiplied by the number of shares as to which the
subscription is canceled.

     Certificates representing shares duly subscribed and paid for will be
issued by us promptly after the offering conditions are satisfied and escrowed
funds are delivered to us.

CONDITIONS OF THE OFFERING AND RELEASE OF FUNDS

     Subscription proceeds accepted by us for the initial 800,000 shares
subscribed for in this offering will be promptly deposited in an escrow account
with the Escrow Agent until the conditions to this offering have been satisfied
or the offering has been terminated.  The offering will be terminated, no shares
will be issued, and no subscription proceeds will be released from escrow to us
unless on or before the Expiration Date: (i) we have accepted subscriptions and
payment in full for a minimum of 800,000 shares; (ii) we have obtained
regulatory approval to acquire the capital stock of Hometown Community Bank and
thereafter to become a bank holding company; and (iii) Hometown Community Bank
has received preliminary approval of its application for a charter from the
Georgia Department and of its application for deposit insurance from the FDIC.

     If the above conditions are satisfied, the subscription amounts held in
escrow may be paid to Hometown Community Bancshares and shares issued to
subscribers.  Once Hometown Community Bancshares has met the conditions for the
offering, the Escrow Agreement will be terminated and any subscription proceeds
accepted after satisfaction of the conditions before termination of this
offering will not be deposited in escrow but will be available for immediate use
by Hometown Community Bancshares to fund offering and organizational expenses
and for working capital.  When the subscription funds are released to us, we
will use a portion of the proceeds to repay the organizers for amounts advanced
by them for organizational and offering expenses.

     If the conditions for releasing subscription funds from escrow are met and
such funds are released but final regulatory approval to commence banking
operations is not obtained from the Georgia Department or Hometown Community
Bank does not open for any other reason, the Board of Directors intends to
propose that the shareholders approve a plan to liquidate Hometown Community
Bancshares.  Upon such a liquidation, we would be dissolved and our net assets
(generally consisting of the amounts received in this offering plus any interest
earned thereon, less the amount of all costs and expenses incurred by us and
Hometown Community Bank, including the salary of the President) would be
distributed to the shareholders.  In such event, we will have incurred numerous
expenses related to our organization and the organization of Hometown Community


                                        13
<PAGE>
Bank, and the amount distributed to shareholders may be substantially less than
the subscription amount, and in an extreme case shareholders may not be returned
any amount.

     If the above conditions are not satisfied by the Expiration Date or the
offering is otherwise earlier terminated, accepted subscription agreements will
be of no further force or effect, and the full amount of all subscription funds
will be returned promptly to subscribers.

     The Escrow Agent has not investigated the desirability or advisability of
an investment in the shares by prospective investors and has not approved,
endorsed, or passed upon the merits of an investment in the shares.
Subscription funds held in escrow will be invested in the deposit accounts or
short-term certificates of deposit which are fully insured by the FDIC or
another agency of the United States Government, short-term securities issued or
fully guaranteed by the United States government (or money market funds
consisting entirely thereof) or federal funds until released from escrow.  We do
not intend to invest the subscription proceeds held in escrow in instruments
that would mature after the expiration date of the offering.

PLAN OF DISTRIBUTION

     Offers and sales of our common stock will be made on our behalf primarily
by certain of our executive officers and directors.  The executive officers and
directors will receive no commissions or other remuneration in connection with
such activities, but they will be reimbursed for reasonable expenses incurred
in the offering.  Although it is not currently anticipated, we reserve the right
to use brokers or dealers to effectuate sales of the common stock in the
offering.

HOW TO SUBSCRIBE

     Shares may be subscribed for by delivering to us a completed and executed
Subscription and Investment Agreement, attached hereto as Appendix A, on or
prior to the Expiration Date for the offering.  Subscribers should retain a copy
of the completed subscription agreement for their records.  The subscription
price is due and payable when the subscription agreement is delivered.  Payment
must be made in United States dollars by cash or by check, bank draft or money
order.

     Each prospective investor who desires to purchase the common stock will be
asked to do the following:

     1.   Complete, date, and sign the Subscription and Investment Agreement,
     which has been delivered along with this prospectus, and return the
     completed Subscription and Investment Agreement to:

                     Hometown Community Bancshares, Inc.
                     P.O. Box 218
                     Braselton, Georgia 30517
                     Attention:  Sean Childers, President


                                     14
<PAGE>
     2.   On or before March 31, 2005, make a check payable to "Nexity Bank, NA,
     Escrow Account for Hometown Community Bancshares, Inc." in an amount equal
     to the subscription price of $10.00 times the number of shares subscribed
     for, and deliver the check to:

                     Hometown Community Bancshares, Inc.
                     P.O. Box 218
                     Braselton, Georgia 30517
                     Attention:  Sean Childers, President

     Upon our receipt, the Subscription and Investment Agreement will become
binding on and irrevocable by the subscriber until the Expiration Date.


                                      15
<PAGE>
                               USE OF PROCEEDS

BY HOMETOWN COMMUNITY BANCSHARES

     Upon satisfaction of all of the conditions discussed in "The Offering -
Conditions of the Offering and Release of Funds," all subscription funds held in
escrow will be released and will become capital of Hometown Community
Bancshares.  The gross proceeds to us from the sale of the shares offered hereby
will be between $8,000,000 and $12,000,000.  We will use $140,000 of the gross
proceeds to pay the expenses of this offering, which will consist primarily of
legal, accounting, consulting, marketing and printing expenses.  Thereafter, we
will use a minimum of $7,500,000 and a maximum of $11,500,000 of the gross
proceeds to purchase all of the capital stock of Hometown Community Bank.  We
will retain any balance of the proceeds, which may be up to $500,000 in the case
of the maximum offering, for working capital and other general corporate
purposes, including payment of expenses and to provide additional capital for
Hometown Community Bank in the future, if necessary.

     The following table sets forth our anticipated use of proceeds based on the
sale of the minimum number and maximum number of shares in this offering.

                                                     Minimum         Maximum
                                                   Offering (1)    Offering (2)
                                                   ------------    ------------
Gross proceeds from offering.......................  $8,000,000     $12,000,000
Expenses for organization and
  issuance and distribution of common stock........   ($140,000)      ($140,000)
Organizational and pre-opening expenses............   ($120,000)      ($120,000)
Investment in capital stock of
  Hometown Community Bank.......................... ($7,500,000)   ($10,000,000)
                                                    -----------    ------------
Remaining proceeds (3).............................    $240,000      $1,740,000
                                                    ===========    ============
_________
(1)  Assumes that 800,000 shares of common stock are sold in this offering.
(2)  Assumes that 1,200,000 shares of common stock are sold in this offering.
(3)  This amount will be used by Hometown Community Bancshares for working
     capital and may be used to provide additional capital for Hometown
     Community Bank, if necessary.

BY HOMETOWN COMMUNITY BANK

     All proceeds received by Hometown Community Bank will be in the form of an
investment by Hometown Community Bancshares in Hometown Community Bank's capital
stock.  Hometown Community Bank currently plans to use approximately $422,000 of
the proceeds it receives to Hometown Community Bancshares to reimburse Hometown
Community Bancshares for amounts advanced by it to pay the organizational and
pre-opening expenses of Hometown Community Bank.  Organizational and pre-opening
expenses of Hometown Community Bank include consulting fees, expenses for market
analysis and feasibility studies, application fees, legal fees and expenses,
officers' and employees' salaries and benefits, and lease expenses.  The
following table depicts the anticipated use of proceeds by Hometown Community


                                       16
<PAGE>
Bank based on the sale of the minimum number and maximum number of shares in the
offering.

                                                     Minimum         Maximum
                                                   Offering (1)    Offering (2)
                                                   ------------    ------------
Investment by Hometown Community Bancshares
  in Hometown Community Bank's Capital Stock.......  $7,500,000     $10,000,000
Reimbursement of Hometown Community
  Bancshares for amounts advanced for
  organizational and pre-opening expenses
  of Hometown Community Bank.......................   ($422,000)      ($422,000)
Furniture, Fixtures and Equipment..................   ($423,000)      ($423,000)
Land & Building.................................... ($1,375,000)    ($1,375,000)
                                                    -----------    ------------
Remaining Proceeds (3).............................  $5,280,000      $7,780,000
                                                    ===========    ============
__________
(1)  Assumes that 800,000 shares of common stock are sold in this offering.
(2)  Assumes that 1,200,000 shares of common stock are sold in this offering.
(3)  This amount is to be used by Hometown Community Bank for loans to
     customers, investments, and other general corporate purposes.

     Although the amounts set forth above provide an indication of the proposed
use of funds based on our plans and estimates, actual expenses may vary from the
estimates.  We believe that the estimated minimum net proceeds of $7,500,000
from the offering will satisfy our cash requirements and those of Hometown
Community Bank for the first five years of operations and that neither we nor
Hometown Community Bank will need to raise additional funds for operations
during this period, but there can be no assurance that this will be the case.


                                         17
<PAGE>
                                   CAPITALIZATION

     The following table sets forth: (i) our capitalization as of July 31, 2004,
(ii) our pro forma capitalization as of July 31, 2004, as adjusted to give
effect to the sale of the minimum of 800,000 shares in this offering and our
estimated pre-opening expenses, and (iii) our pro forma capitalization as of
July 31, 2004, as adjusted to give effect to the sale of the maximum of
1,200,000 shares in this offering and our estimated pre-opening expenses.  See
"Use of Proceeds."

                                                          Pro Forma   Pro Forma
                                                          (Minimum)   (Maximum)
                                              Actual         (1)         (2)
                                              ------      ---------   ---------
Common stock, par value $.01 per share;
 10,000,000 shares authorized; 5,000
 shares issued and outstanding; 800,000
 shares issued and outstanding pro forma
 (minimum offering); 1,200,000 shares
 issued and outstanding pro forma
 (maximum offering)........................       $50       $8,000      $12,000

Special stock, no par value per share;
 1,000,000 shares authorized; no shares
 issued and outstanding....................       --          --           --

Additional paid-in capital (3).............   $49,950   $7,852,000  $11,848,000

Deficit accumulated during
 the developmental stage (4)............... ($126,243)   ($542,000)   ($542,000)
                                            ---------   ----------  -----------

Total shareholders' equity (deficit).......  $(76,243)  $7,318,000  $11,318,000
                                            =========   ==========  ===========

Book value per share (5)...................     N/A       $ 9.15       $ 9.43
                                                ===       ======       ======
_________
(1)  Assumes that 800,000 shares of common stock are sold in this offering.
(2)  Assumes that 1,200,000 shares of common stock are sold in this offering.
(3)  The expenses of the offering will be charged against this account.  These
     expenses are estimated to be $140,000, and this amount has been used in the
     calculation of the amount shown in the "Pro Forma (Minimum)" and "Pro Forma
     (Maximum)" columns.
(4)  The actual deficit reflects pre-opening expenses incurred through July 31,
     2004.  The pro forma accumulated deficit results from pre-opening expenses
     of $542,000 including legal, salary and other expenses.  Actual pre-opening
     expenses may be higher and may therefore increase the deficit accumulated
     during the development stage and further reduce shareholders' equity.
(5)  After giving effect to the receipt of the net proceeds from this offering,
     there is an immediate dilution in the book value per share of $.85 if we
     sell 800,000 shares and $.57 if we sell 1,200,000 shares, resulting from
     the recognition of pre-opening and offering expenses.


                                         18
<PAGE>
                              SELECTED FINANCIAL DATA

     The following selected financial data for Hometown Community Bancshares for
the period from inception until July 31, 2004, is derived from our financial
statements set forth elsewhere herein.

                                                   Period Ended
                                                   July 31, 2004
                                                   -------------
       INCOME STATEMENT DATA:
          Noninterest expense                       $ 126,243
          Net (loss)                                 (126,243)

       BALANCE SHEET DATA:
          Assets                                        5,778
          Cash and interest bearing
            deposits in banks                             778
          (Deficit) accumulated
            during development stage                 (126,243)
          Shareholders' deficit                       (76,243)

       PER SHARE DATA
          Net (loss) per share                         (25.25)


                             DIVIDEND POLICY

     Our Board of Directors expects initially to follow a policy of retaining
any earnings to provide funds to operate and expand the business.  Consequently,
it is unlikely that any cash dividends will be paid in the near future.  Our
ability to pay any cash dividends to its shareholders in the future will depend
primarily on Hometown Community Bank's ability to pay dividends to us.  In order
to pay dividends to us, Hometown Community Bank must comply with the
requirements of all applicable laws and regulations.  See "Supervision and
Regulation - Dividends."  In addition to the availability of funds from Hometown
Community Bank, our future dividends are subject to the discretion of the Board
of Directors and will depend upon a number of factors, including future
earnings, financial condition, cash needs and general business conditions.


                            PROPOSED BUSINESS

GENERAL

     We were incorporated as a Georgia corporation on May 12, 2004, primarily
to own and control all of the capital stock of Hometown Community Bank.  We
initially will engage in no business other than owning and managing Hometown
Community Bank.  Hometown Community Bank is being organized as a state banking
association under the laws of the State of Georgia, and, subject to regulatory
approval, Hometown Community Bank will engage in a commercial banking business
from its location in the Braselton/Oakwood area, with deposits insured by the
FDIC.  Hometown Community Bank may not commence business until the Georgia
Department issues a charter for Hometown Community Bank and the FDIC grants
deposit insurance to Hometown Community Bank.  There is no assurance that


                                    19
<PAGE>
Hometown Community Bank will be successful in receiving regulatory approval and
satisfying any conditions that may be imposed upon Hometown Community Bank by
the Georgia Department or the FDIC prior to the commencement of its business.

MARKETING FOCUS

     Given recent announced and actual acquisitions of financial institutions
in Hall, Gwinnett, Barrow and Jackson Counties and the rapid population growth
in the Braselton/Oakwood corridor, the organizers believe there is a gap or
vacancy in the local banking market.  The organizers believe that there is a
need for, and that the community will enthusiastically support, a new locally
owned and operated commercial bank in the Braselton/Oakwood corridor.  However,
size gives the larger banks certain advantages in competing for business from
large corporations.  These advantages include higher lending limits and the
ability to offer services in other areas of Atlanta and the four county area.
As a result, we generally will not attempt to compete for the banking
relationships of large corporations, but will concentrate our efforts on small
businesses, professionals and homeowners.

     We plan to emphasize Hometown Community Bank's local ownership, community
bank nature and ability to provide more personalized service than its
competition. We believe our commitment to the Braselton/Oakwood market coupled
with a dedication to personal service by local management, relationship banking
and local decision makers will set Hometown Community Bank apart from its
competitors. We believe that this area will react favorably to Hometown
Community Bank's emphasis on personalized banking services to small-to-medium
businesses, developers, contractors, subcontractors, suppliers, homeowners and
consumers.  However, no assurances in this respect can be given.

LOCATION AND SERVICE AREA

     Hometown Community Bank will be temporarily located at 74 Lagree Duck Road,
Braselton, Georgia.  See "Facilities" below.  Hometown Community Bank will
primarily serve an area within a ten-mile radius from the intersection of
Highway 53 and Interstate 85 and the intersection of Highway 53 and Interstate
985 and is generally bounded to the North by Gainesville Georgia, to the West by
Buford, Georgia, to the South by Winder, Georgia and to the East by Maysville,
Georgia.

     Unique to Hometown Community Bank will be two bank site locations within a
mile radius of two major interstate highways and adjacent to a single highway
that will connect the branches.  I-85 intersects Highway 53 in Braselton at exit
129.  I-985 intersects Highway 53 in Oakwood at exit 16.  Hometown Community
Bank plans to locate on Highway 53 in Braselton and Oakwood.  It is
approximately 12 miles on Highway 53 between I-85 in Braselton and I-985 in
Oakwood.  The bank will market aggressively to potential bank customers along
this corridor and its connector roads.

     Hometown Community Bank is being formed to take advantage of the growth in
this market area. On April 8, 2004, the U.S. Census Bureau released a study of
the one hundred fastest growing counties in America from April 1, 2000 to July
1, 2003.  All four of the counties that lie within our market, Barrow (41st),
Gwinnett (55th), Jackson (79th) and Hall (98th) are among the 100 fastest
growing counties in America.  According to the U.S. Census Bureau, the State of
Georgia grew 6.09% from April 1, 2000 to July 1, 2003. The counties of Barrow,


                                        20
<PAGE>
Gwinnett, Jackson and Hall grew 15.90%, 14.43%, 13.01% and 12.05%, respectively,
during this same time period.

     According to the U.S. Census Bureau, the resident population of the four
county area exceeded 929,000 as of July 2003.  Between 1990 and July 2003, the
four county area population has averaged a 6.15% growth rate annually, or an
aggregate change of 83.03%.  The population is projected to grow to 1,129,000 by
2010, an annual growth rate of 21.46%, compared to the projected annual growth
rate for the State of Georgia of only 10.45%.  In 1999, the estimated median age
in Barrow, Gwinnett, Hall and Jackson Counties was 32.5, 32.5, 32.2, and 34.6
years old, respectively and the estimated median household income in Barrow,
Gwinnett, Hall and Jackson Counties was $45,019, $60,537, $44,908, and $40,349,
respectively.


                         POPULATION AND GROWTH RATES

                                              Average                Average
                                              Annual    Estimated    Annual
                     2000         2003     Growth Rate    2010     Growth Rate
                     ----         ----     -----------    ----     -----------
Barrow              46,144       53,479       5.30%      65,763        3.28%
Gwinnett           588,448      673,345       4.81%     820,960        3.13%
Hall               139,277      156,101       4.03%     184,185        2.57%
Jackson             41,589       46,998       4.34%      58,540        3.51%
Georgia          8,186,453    8,684,715       2.03%   9,592,370        1.49%
________
Source:  U.S. Census Bureau
Source:  Governor's Office of Planning and Budget

     The town of Braselton and the city of Oakwood have also experienced growth.
According to the U.S. Census Bureau, the population of the State of Georgia grew
by 4.37% to 8,544,005 from April 2000 to July 2002. During the same time period,
the population of Braselton grew by 24.38% to 1,500 and the population of
Oakwood grew by 10.08% to 2,960.


                         POPULATION AND GROWTH RATES

                                              Average                Average
                                              Annual    Estimated    Annual
                     2000         2002     Growth Rate    2010     Growth Rate
                     ----         ----     -----------    ----     -----------
Braselton            1,206        1,500      12.19%       5,161       30.51%
Oakwood              2,689        2,960       5.04%       3,980        4.61%
Georgia          8,186,453    8,544,005       2.18%   9,592,370        1.53%
________
Source: The Northeast Georgia Regional Development Center
Source: Georgia Mountains Regional Development Center, 2004
Source: Population Division, U.S. Census Bureau


                                        21
<PAGE>
     The Northeast Georgia Regional Development Center (NEGRDC), formed in 1963
to serve 12 counties and 54 municipal governments in the Northeast Georgia
Region, created a comprehensive plan for the town of Braselton that was adopted
on November 18, 2003.  According to this plan, over 1,100 new jobs have been
created in Braselton since 2000, and the town currently houses over 2,000
employment opportunities indicating its regional importance as an employment
center.  Since 1996, there have been four major plant openings in Braselton
producing a total of 863 new jobs.  Year One, Inc. employs 160 people and
produces restoration auto parts.  King's Delight employs 238 people and is a
poultry processing plant. Mayfield Dairy Farms, Inc. employs 195 people and is
a dairy processing plant.  Finally, Haverty Furniture Company, Inc. opened its
North Georgia Distribution Center in Braselton and employs 270 people.  In
addition, the emergence of Chateau Elan as a major tourist destination has
provided Braselton with a steady stream of income generated by the tourism
industry.  Its geographic location, situated along Interstate 85 and within the
Atlanta Metropolitan area, has made it accessible not only to north Georgia
residents, but also to out of state tourists as well.  The hotel estimates that
a total of 550,000 people visit all of the amenities (hotel, winery, spa,
convention center) annually, illustrating the local importance of the resort.
Braselton is also home to the Panoz Auto Development Company, a manufacturer of
limited production, high performance automobiles.  The company began in 1989,
producing a small number of custom-built cars made to order to a select few
clientele.  By 1996, the factory went into full production of the hand-built
automobiles.  That same year the company created Panoz Motor Sports, and began
work on cars built for auto racing.

     According to the NEGRDC Braselton Comprehensive Plan, Braselton currently
has an abundance of developable industrially and residentially zoned land that
will continue to attract businesses and developers looking to establish
themselves within a vibrant local economy.  Projects under construction in
Braselton include Traditions of Braselton and the Georgia Distribution Center.
Traditions of Braselton is an upscale residential master-planned golf community
that sits on 1,140 acres off of Highway 124 4.5 miles east of Braselton.
According to the Jackson County Herald newspaper, Traditions of Braselton is
the largest residential development ever in Jackson County and is expected to
market 1,500 lots.  The Georgia Distribution Center is a 265 acre, 3.5 million-
square-foot industrial park under development in the northwest corner of the
intersection of Highway 53 and I-85 in Braselton, less than a mile from our
planned Braselton location.  The front part of the property is being marketed
as retail.

     The Georgia Mountains Regional Development Center, formed in 1962 to serve
13 counties and 38 municipalities in the Georgia Mountains Region, estimates
rapid employment growth in Oakwood over the next decade per the Oakwood
comprehensive plan.  Leading the growth will be the manufacturing and services
sectors.

                  Oakwood:  Employment by Economic Sector

        Category        1990    2000    2005    2010    2015    2020    2025
        --------        ----    ----    ----    ----    ----    ----    ----
              Total      869   1,334   1,652   2,167   2,398   2,943   3,644
       Agricultural
    Services, Other       25      23      23      21      20      20      22
             Mining        2       -       -       -       -       -       -
       Construction       64     101     125     171     190     230     279


                                        22
<PAGE>
      Manufacturing      252     325     424     585     609     733     884
       Trans, Comm,
 & Public Utilities       63      82      88     100     111     121     130
    Wholesale Trade       36      50      58      68      79      91     115
       Retail Trade      137     150     191     275     304     366     442
Finance, Insurance,
      & Real Estate       43     108     128     147     157     165     170
           Services      214     439     547     729     843   1,116   1,477
             Public
     Administration       31      56      68      71      85     101     125
___________
Source:  U.S. Census Bureau

     Current commercial growth within two miles of the Highway 53 and I-985
interchange in Oakwood includes Martin Road Crossing, a development of nine
commercial lots on over 16 acres at the intersection of Highway 53 and Martin
Road.

     One exit north on I-85 from our proposed Braselton site and in our market
area is Pendergrass. Michigan Automotive Compressor (MAC), a Toyota Industries-
Denso Corp. joint-venture company, plans to manufacture auto air compressors at
a new plant in Pendergrass.  The 185,000-square foot manufacturing facility will
involve a capital investment of between $60 million and $100 million, company
officials have said.  MAC believes 120 new jobs with an average annual salary of
$60,000 will be created at the plant.  The MAC plant will be built on a 152-acre
tract, near the U.S. Highway 129 exit on I-85.  Construction is slated to begin
in the fall, with the plant's grand opening set for 2005.  Other Pendergrass
developments in the planning stage are an industrial park with 300,000 square
feet of industrial space located on 270 acres and two residential developments
with a combined 500 lots.  Documents for these new subdivisions and the
industrial park have been submitted to the Georgia Department of Community
Affairs for review as "developments of regional impact."

     The Braselton/Oakwood corridor is dependent on the industries of real
estate development, farming, distribution, manufacturing, services and tourism.
Residents of the Braselton/Oakwood corridor generally need lines of credit for
liquidity, residential real estate construction and permanent financing.  The
commercial sector of the economy is oriented toward real estate development.
Real estate acquisition and development lending will be important to the success
of Hometown Community Bank.  The community is experiencing rapid growth in
commercial sectors offering services to residents and visitors.  The services
and tourist related industries need working capital and mortgage financing to
support their growth.  In addition, the expanding number of retail and
professional businesses will require both unsecured and collateral-based
commercial lending.


                                        23
<PAGE>
DEPOSITS

     Hometown Community Bank intends to offer a full range of deposit services
that are typically available in most banks and savings and loan associations,
including checking accounts, NOW accounts, savings accounts and other time
deposits of various types, ranging from daily money market accounts to longer-
term certificates of deposit.  The transaction accounts and time certificates
will be tailored to Hometown Community Bank's principal market area at rates
competitive to those offered in the Braselton/Oakwood corridor.  In addition,
Hometown Community Bank intends to offer certain retirement account services,
such as Individual Retirement Accounts (IRAs).  All deposit accounts will be
insured by the FDIC up to the maximum amount allowed by law (generally, $100,000
per depositor subject to aggregation rules).  Hometown Community Bank intends to
solicit these accounts from individuals, professionals and businesses in the
Braselton/Oakwood corridor.

LENDING ACTIVITIES

     General.  Hometown Community Bank intends to emphasize a range of lending
services, including commercial, real estate, and consumer loans, to small-to-
medium sized businesses and professional concerns and individuals that are
located in or conduct a substantial portion of their business in Hometown
Community Bank's market area.

     Commercial Loans.  The organizers currently anticipate that loans for
commercial purposes in various lines of businesses will be one of the primary
components of Hometown Community Bank's loan portfolio.  The principal economic
risk associated with each category of anticipated loans, including commercial
loans, is the creditworthiness of Hometown Community Bank's borrowers, which in
turn is affected by general economic conditions and the strength of the services
and retail market segments.  Commercial loans may require more careful
management in order to limit the risks associated with them.  The well-
established banks in the Braselton/Oakwood corridor will make proportionately
more loans to medium-to-large sized businesses than Hometown Community Bank.
Many of Hometown Community Bank's anticipated commercial loans will likely be
made to small-to-medium sized businesses that may be less able to withstand
competitive, economic, and financial conditions than larger borrowers.
Commercial lending will include loans to entrepreneurs, professionals, and
small-to-medium businesses.  Small business products will include: working
capital and lines of credit; business term loans to purchase fixtures and
equipment, for site acquisition or business expansion; inventory, accounts
receivable, and purchase-order financing; and construction loans for owner
occupied buildings.  Hometown Community Bank plans to place particular emphasis
on loans averaging under $500,000.

     Real Estate Loans.  Hometown Community Bank expects to focus its real
estate activity in five areas: (1) commercial and residential real estate
development and construction loans; (2) home improvement loans; (3) home equity
lines; (4) conforming and nonconforming mortgages; and (5) owner occupied
commercial real estate loans in the Braselton/Oakwood corridor.  These loans
include certain commercial loans where Hometown Community Bank takes a security
interest in real estate out of an abundance of caution and not as the principal
collateral for the loan, but will exclude home equity loans, which are
classified as consumer loans.  Loan terms generally will be limited to five
years or less, although payments may be structured on a longer amortization
basis.  Interest rates may be fixed or adjustable.  Hometown Community Bank will
generally charge an origination fee.


                                        24
<PAGE>
Management will attempt to reduce credit risk in the commercial real estate
portfolio by emphasizing loans on owner-occupied office and retail buildings
where the loan-to-value ratio, established by independent appraisals, does not
exceed 85%.  In addition, Hometown Community Bank may require personal
guarantees of the principal owners of the property backed with a review by
Hometown Community Bank of the personal financial statements of the principal
owners.  The principal economic risk associated with each category of
anticipated loans, including real estate loans, is the creditworthiness of
Hometown Community Bank's borrowers.  The risks associated with real estate
loans vary with many economic factors, including employment levels and
fluctuations in the value of real estate, new job creation trends and tenant
vacancy rates.  Hometown Community Bank will compete for real estate loans with
a number of bank competitors that are well established in the Braselton/Oakwood
corridor.  Most of these competitors have substantially greater resources and
lending limits than Hometown Community Bank.  As a result, Hometown Community
Bank may have to charge lower interest rates to attract borrowers.  See
"Competition" below.

     Hometown Community Bank may also originate loans for sale into the
secondary market.  Hometown Community Bank intends to limit interest rate risk
and credit risk on these loans by locking the interest rate for each loan with
the secondary investor and receiving the investor's underwriting approval prior
to originating the loan.

     Consumer Loans.  Hometown Community Bank will make a variety of loans to
individuals for personal and household purposes, including secured and unsecured
installment loans, home improvement loans, and automobile loans.  These loans
will be amortized over a period not exceeding 60 months.  The revolving loans
will typically bear interest at a fixed or adjustable rate and require monthly
payments of interest and a portion of the principal balance.  The underwriting
criteria for home equity loans and lines of credit will generally be the same as
applied by Hometown Community Bank when making a first mortgage loan, as
described above, and home equity lines of credit will typically expire ten years
or less after origination.  As with the other categories of loans, the principal
economic risk associated with consumer loans is the creditworthiness of Hometown
Community Bank's borrowers, and the principal competitors for consumer loans
will be the established banks in the Braselton/Oakwood corridor.

     Loan Approval and Review.  Hometown Community Bank's loan approval policies
will provide for various levels of officer lending authority.  When the amount
of aggregate loans to a single borrower exceeds that individual officer's
lending authority, the loan request will be considered and approved by an
officer with a higher lending limit.  Hometown Community Bank will establish a
loan committee of the Board of Directors (the "Loan Committee") and any loan in
excess of the highest officer's lending limit must be approved by the Loan
Committee.  Hometown Community Bank will not make any loans to any director,
officer, or employee of Hometown Community Bank unless the loan is approved by
the Loan Committee and is made on terms not more favorable to such person than
would be available to a person not affiliated with Hometown Community Bank.

     Lending Limits.  Hometown Community Bank's lending activities will be
subject to a variety of lending limits imposed by federal law.  While differing
limits apply in certain circumstances based on the type of loan or the nature
of the borrower (including the borrower's relationship to Hometown Community
Bank), in general Hometown Community Bank will be subject to a loan-to-one-
borrower limit of an amount equal to 15% of Hometown Community Bank's unimpaired
capital and surplus, or 25% of the unimpaired capital and surplus if the


                                        25
<PAGE>
excess over 15% is approved by the board of directors of Hometown Community Bank
and is fully secured by readily marketable collateral.  Based on the proposed
minimum initial capitalization of Hometown Community Bank and its projected pre-
opening expenses, Hometown Community Bank's initial lending limit will be
approximately $1,000,000 for loans not fully secured or approximately $1,750,000
for loans fully secured by collateral. Hometown Community Bank has not yet
established any minimum or maximum loan limits other than the statutory lending
limits described above.  These limits will increase or decrease as Hometown
Community Bank's capital increases or decreases as a result of earnings or
losses, among other reasons.  Unless Hometown Community Bank is able to sell
participations in its loans to other financial institutions, it will not be able
to meet all of the lending needs of loan customers requiring aggregate
extensions of credit above these limits.

OTHER BANKING SERVICES

     Other anticipated bank services include payroll checks cashed for
customers, bank-by-mail and bank-by-phone services, cashiers checks, Travelers
Cheques and U.S. Savings Bonds, direct deposit of payroll and government benefit
checks, after-hours depository, wire transfer services, debit cards, safe
deposit boxes, internet banking for commercial customers and Seniors Accounts.
Hometown Community Bank plans to become associated with a shared network of
automated teller machines that may be used by Bank customers throughout Georgia
and other regions.  Hometown Community Bank does not plan to initially offer
Mastercard and VISA credit card services but may in the future offer such
services through a correspondent bank as an agent for Hometown Community Bank.
Hometown Community Bank does not plan to exercise trust powers during its
initial years of operation.  Hometown Community Bank may in the future offer a
full-service trust department, but cannot do so without the prior approval of
the Georgia Department.

COMPETITION

     The banking business is highly competitive.  Hometown Community Bank will
compete as a financial intermediary with other commercial banks, savings and
loan associations, credit unions, and money market mutual funds operating in the
Atlanta area.  As of September 2004, the Braselton area was served by five
commercial banks with a total of five branches.  In addition, another bank is
attempting to obtain a charter in Braselton.  A number of these competitors are
well established in the Braselton/Oakwood corridor.  Most of them have
substantially greater resources and lending limits than Hometown Community Bank
and offer certain services, such as extensive and established branch networks
and trust services, that Hometown Community Bank either does not expect to
provide or will not provide initially.  As a result of these competitive
factors, Hometown Community Bank may have to pay higher rates of interest to
attract deposits.

FACILITIES

     We plan on building a banking facility to be constructed in Braselton,
Georgia, at the intersection of Highway 53 and New Cut Road.  This facility will
house Hometown Community Bank's office.  Construction on the facility will begin
shortly after Hometown Community Bank breaks escrow.  The building is expected
to include approximately 6,500 square feet of office space.  Prior to completion
of the facility, Hometown Community Bank will operate in a temporary facility at
the site.  We currently lease space at 74 Lagree Duck Road, Braselton, Georgia,
30517.


                                        26
<PAGE>
EMPLOYEES

     Hometown Community Bancshares anticipates that, upon commencement of
operations, Hometown Community Bank will have approximately ten full-time
employees and one part-time employees.  Hometown Community Bancshares will not
have any employees other than its officers, none of whom will initially receive
any remuneration for their services to Hometown Community Bancshares.  Sean
Childers, the proposed President and Chief Executive Officer of Hometown
Community Bank is currently employed by Hometown Community Bancshares as its
President and Chief Executive Officer to head the organizational effort for
Hometown Community Bank.  See "Management - Employment Agreements."

LEGAL PROCEEDINGS

     There are no material legal proceedings to which Hometown Community
Bancshares or Hometown Community Bank or any of their properties are subject.

HOLDING COMPANY STRUCTURE

     We initially will engage in no business other than owning and managing
Hometown Community Bank.  We believe that our holding company structure provides
flexibility to Hometown Community Bank that would not otherwise be available.
The holding company structure can assist Hometown Community Bank in maintaining
its required capital ratios because, subject to compliance with Federal Reserve
Board debt guidelines, we may borrow money and contribute the proceeds to
Hometown Community Bank as primary capital.  Moreover, a holding company may
engage in certain non-banking activities that the Federal Reserve Board has
deemed to be closely related to banking in which Hometown Community Bank cannot
engage directly.  See "Supervision and Regulation."  Although we have no present
intention of engaging in any of these activities, if circumstances should lead
us to believe that there is a need for these services in Hometown Community
Bank's market area and that such activities could be profitably conducted, we
would have the flexibility of commencing these activities upon filing a notice
or application with the Federal Reserve Board.


                                        27
<PAGE>
                       MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     As of July 31, 2004, we had total assets of approximately $5,778.  These
assets consisted of cash and interest bearing deposits in banks of $778 and a
retainer of $5,000. Our liabilities at July 31, 2004, were $82,021, and
consisted of amounts owed for a bank line of credit, legal and consultant work.

     We had a net loss from February 12, 2004 (our inception date),  through
July 31, 2004, of $126,243.  This loss resulted primarily from legal and
consultant fees incurred in support of activities related to the initial
organization of Hometown Community Bancshares and Hometown Community Bank.
These activities included (without limitation) the preparation of an application
with the Georgia Department for a state bank charter and an application with the
FDIC for federal deposit insurance, and the preparation of a registration
statement for the offering of our common stock. To facilitate payment of debts
and to continue the pre-opening activities, the Organizers formed HBB, LLC on
February 12, 2004. The LLC was funded by initial capital contributions to the
LLC that were transferred to Hometown Community Bancshares, Inc. upon its
formation on May 12, 2004 and HBB, LLC was dissolved.

     Assuming that the offering is successfully completed, Hometown Community
Bancshares' initial activities will be devoted to organizing Hometown Community
Bank and opening and commencing the business of Hometown Community Bank.  These
organizational activities will include completing all required steps for
approval from the Georgia Department for a state bank charter, equipping the
office of Hometown Community Bank, hiring qualified personnel to work in the
various offices of Hometown Community Bank, conducting public relations
activities on behalf of Hometown Community Bank, developing prospective business
contacts for Hometown Community Bank and Hometown Community Bancshares, and
taking other actions necessary for a successful bank opening.

     Because Hometown Community Bancshares is in the organizational stage, it
has had no operations from which to generate revenues and, until Hometown
Community Bank opens for business, Hometown Community Bancshares' only source of
revenues will be interest earned on subscriptions.  Because these revenues will
be less than the expenses incurred in connection with activities related to the
initial organization of Hometown Community Bancshares and Hometown Community
Bank, Hometown Community Bancshares will incur a net loss through the date of
the opening of Hometown Community Bank.  In addition, Hometown Community
Bancshares anticipates incurring continuing operating losses during Hometown
Community Bank's early stages of operations.

     At least $7,500,000 of the proceeds of this offering will be used to
capitalize Hometown Community Bank and any remainder will be used to pay
organizational expenses of Hometown Community Bancshares and provide working
capital, including additional capital for investment in Hometown Community Bank,
if needed.  See "Use of Proceeds."  Hometown Community Bancshares believes that
this amount will be sufficient to fund the activities of Hometown Community Bank
in its initial stages of operation and that Hometown Community Bank will
generate sufficient income from operations to fund its activities on an on-going
basis for at least five years.  In addition, Hometown Community Bancshares


                                        28
<PAGE>
believes that income from the operations of Hometown Community Bank will be
sufficient to fund the activities of Hometown Community Bancshares on an on-
going basis for at least five years.  However, there can be no assurance that
either Hometown Community Bank or Hometown Community Bancshares will achieve any
particular level of profitability.


                                        29
<PAGE>
                                    MANAGEMENT

GENERAL

     The following table sets forth the respective names, ages, positions with
Hometown Community Bancshares and Hometown Community Bank, and anticipated
subscriptions of the organizers (each of whom is also a director), executive
officers and others.  The organizers may elect to purchase more than the shares
indicated below.  The only outstanding shares are place-holding shares owned by
the current directors of Hometown Community Bancshares.  These place-holding
shares will be redeemed by Hometown Community Bancshares.

                                                        Percentage   Percentage
                           Position                         of           of
                             With          Anticipated  Outstanding  Outstanding
                           Company/        Subscription   Minimum      Maximum
                             Bank             (1)(2)        (3)          (4)
                             ----             ------       -----        -----
Amyn A. Meghani (33)   Chairman of the Board  50,000        6.3%         4.2%
Ted A. Murphy (67)     Vice Chairman of the   10,000        1.3%         0.8%
                              Board
C. Sean Childers (36)  President, Chief       10,000        1.3%         0.8%
                       Executive Officer
                        and Director
Martha Martin (64)          Director          15,000        1.9%         1.3%
Dr. Terry H. Elrod (43)     Director          19,000        2.4%         1.6%
Chandra Kant I.             Director          25,000        3.1%         2.1%
  "C.K."  Patel (47)
Melvin "Monk" Tolbert (64)  Director          12,500        1.6%         1.0%
All directors and
  executive officers,
  as a group                                 141,500       17.7%        11.8%
___________
(1)  All shares presently owned by the organizers were purchased at a price of
     $10.00 per share, the same price at which shares are being offered to the
     public.
(2)  All of such purchases will be at a price of $10.00 per share, the same
     price at which shares are being offered to the public. Organizers may
     purchase up to 100% of the shares in the offering, if necessary, for
     Hometown Community Bancshares to achieve the minimum capital requirement
     and also may decide to purchase additional shares in the offering even if
     the minimum offering is fully subscribed.  Any shares purchased by the
     organizers in excess of their original commitment will be purchased for
     investment and not with a view to the resale of such shares.  Although each
     organizer has agreed with the other organizers that he will subscribe for
     the number of shares indicated above, neither the organizers nor any other
     subscriber will be obligated to purchase shares except pursuant to a valid
     subscription agreement executed after receipt of this Prospectus.  This
     table includes shares which are expected to be beneficially owned by the
     organizers upon completion of the offering.
(3)  Assumes that the minimum number of 800,000 shares are sold in this
     offering.
(4)  Assumes that the maximum number of 1,200,000 shares are sold in this
     offering.


                                        30
<PAGE>
     All of the organizers will serve as directors of Hometown Community
Bancshares and Hometown Community Bank.  Biographical information concerning
the organizers is set forth below.

     AMYN A. MEGHANI is the owner of Dunhill Developers LLC, a commercial and
residential real estate developer, and the majority shareholder of Tabo's
Enterprises, Inc., a dry goods and check cashing store located in downtown
Jefferson, Georgia. Mr. Meghani also owns and leases two truck stop/convenience
stores in Fulton County and owns commercial property in Jackson County, Dekalb
County and Whitfield County, Georgia.  Mr. Meghani was born in India and came
to the United States in 1990 to fulfill the all American dream of becoming an
entrepreneur.  Mr. Meghani began his career working in the retail industry for
several convenience stores in metro Atlanta.  Mr. Meghani used his savings to
purchase Tabo's, a convenience store in 1995.  Through either Tabo's or Dunhill,
Mr. Meghani has developed, operated and/or sold various residential and
commercial real properties and businesses in Georgia, including in Fulton, Hall
and Jackson Counties.  Today, Mr. Meghani's businesses directly or indirectly
employ over thirty people.

     Mr. Meghani and his businesses are actively involved in his community.
Tabo's is a Partner in Education with Jefferson High School and actively
supports and sponsors all of the sports' activities of the school.  They donate
generously to and are a corporate sponsor for the Relay for Life team in
Jefferson, the St. Jude Walk for Life charity in Braselton and other local
charities and organizations.  Mr. Meghani is an honored recipient of the MLK
Service Award from the Jackson County Chamber of Commerce and is an active
member of the Georgia, Jackson County and Gwinnett County Chambers of Commerce.

     Mr. Meghani recently moved from Jefferson to the Sugarloaf community in
Gwinnett County and is married with two children who attend Greater Atlanta
Christian School.

     TED A. MURPHY was born and raised in East Point, Fulton County, Georgia.
He attended Russell High in East Point and Georgia State College for two years.
Mr. Murphy has over 45 years of commercial bank experience.  Mr. Murphy served
as Chief Executive Officer, President and Board member in community banks in
Georgia for over 25 years.  Mr. Murphy was president of his high school class
his senior year.  Mr. Murphy began working for The First National Bank of
Atlanta in 1954 during his junior year in high school working in numerous
operations departments and was employed full time after graduating.  Mr. Murphy
joined The C & S National Bank in 1961 in the branch network and later was
transferred to the Auditing Department.  In 1966 he assisted in opening a new C
& S Bank affiliate in Roswell, GA. as Cashier in charge of Branch Operations.
In December 1968, Mr. Murphy joined the Citizens Bank of Alpharetta as a Senior
Loan Officer and in 1970 opened Citizens Bank of Clarkston (later Citizens
Dekalb Bank) as President, CEO and later Chairman of the Board.  Mr. Murphy
remained there until 1987 when First Union National Bank purchased the bank.
At First Union, Mr. Murphy served as a Senior Area Manager in charge of all
Dekalb County Branches.  In September 1988, Mr. Murphy was encouraged to start
a new bank in Tucker, Georgia along with several of his previous board members.
Mr. Murphy opened Dekalb State Bank (later Community Bank of Georgia) in August
of 1991.  Mr. Murphy served as President and Chief Executive Officer of
Community Bank of Georgia and was a member of its board of directors until its
merger with First Sterling (now Main Street Bank) on May 23, 1999. Mr. Murphy


                                        31
<PAGE>
served on the Board of Directors of the merged company and as President of
Community Bank of Georgia after the merger until his retirement on December 31,
2000.

     Mr. Murphy has enjoyed community banking and has served the following
community organizations; Director of Alpharetta Jaycees, Member of the Dekalb
Chamber of Commerce, President of the Clarkston Business Association, District
Captain of the Dekalb County American Heart Association, Co-Chairman (Central
Dekalb)-American Cancer Society, Board Member of MARR (Metro-Atlanta Recovery
Residences-Drug Abuse), Board Chairman of The HUB (Psychological assistance for
needy families), Treasurer of the Dekalb County Schools Foundation, Partner in
Education-Brockett Elementary School, Board member- Atlanta Hospital Hospitality
Association, and the President of Stone Mountain Rotary Club.

     Mr. Murphy is married to Bonnie S. Murphy and they have two sons and four
daughters.  They enjoy 13 grandchildren and two great-grandchildren.  They
reside in Cleveland, Georgia where they built their retirement home in 2001.
Mr. Murphy enjoys (when time permits) golf, gardening, exercise and woodworking.

     C. SEAN CHILDERS is the President and Chief Executive Officer of Hometown
Community Bancshares and the proposed President and Chief Executive Officer of
Hometown Community Bank.  Mr. Childers grew up and resides in South Hall County
where he lives on property that has been his family's home for five generations.
Mr. Childers holds an Associate of Arts in Business Administration from
Gainesville College and a Bachelor of Science in Consumer Economics from the
University of Georgia. In addition, Mr. Childers is a graduate of Louisiana
State University's Graduate School of Banking. Mr. Childers has over 13 years of
banking experience, most recently as Senior Vice President- Retail Banking
Services of Gainesville Bank & Trust, the lead bank in the $1 billion community
bank holding company, GB&T Bancshares. Mr. Childers has extensive experience in
credit, strategic planning, risk management, business development, public
relations, asset/liability management, bank investment strategies, compliance
and management of branch operations.  Mr. Childers has attracted customers and
originated loans throughout Hometown Community Bank's primary service area.

     Mr. Childers began his banking career in 1991 with First National Bank of
Gainesville as the assistant branch manager in the Oakwood branch.  Mr. Childers
left the First National Bank of Gainesville in 1995 and joined GB&T as branch
manager of the Oakwood branch where he was responsible for all facets of branch
management and operations.  In 1999, Mr. Childers was promoted to Real Estate
Lending Services within GB&T where he was responsible for originating commercial
and residential acquisition and development loans, commercial and residential
construction loans and commercial and consumer loans to developers and
contractors.  In 2003, Mr. Childers was again promoted within GB&T to Senior
Vice President- Retail Banking Services where he was responsible for the
profitability and support of an eight branch retail banking system in addition
to the internet banking and credit card divisions.  The eleven lenders in the
branches under his management originated and processed a variety of loans
including consumer loans, commercial and residential real estate acquisition &
development loans, commercial and residential real estate construction loans and
commercial loans. All loans made within the Retail Division were approved by Mr.
Childers. Mr. Childers sat on the eight member officer's loan committee and
recommended loans to the director's loan committee. He was a member of GB&T's


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Asset-Liability Committee and a member of the bank's Electronic Data Processing
Steering Committee.

     Mr. Childers is active in his community. He is a member of the South Hall
Rotary Club and has served as President, Director and Secretary of the Club and
was the 1999 Rotarian of the Year.  Mr. Childers has served the Gainesville
College Alumni Association as Secretary, Vice President and is currently the
second term President. Mr. Childers is a graduate of the 2003-2004 New
Leadership Hall County Class.  Mr. Childers, his wife Karen (a fourth generation
Hall County resident) and their two children attend St. Gabriel's Episcopal
Church in Oakwood.

     MARTHA MARTIN was born in Gainesville, Georgia, and grew up in Forsyth
County before moving to Hoschton, Georgia in 9th grade.  Mrs. Martin graduated
from and was senior class President of Braselton/Jackson County High School.
After graduation from Marsh Business School, Mrs. Martin worked for Gainesville
National Bank in 1959 and 1960.  Mrs. Martin entered the trucking industry as an
employee in 1960 and bought her first truck in 1966.  Today, Mrs. Martin is the
President and owner of Phil-Mart Transportation, a long distance carrier that
operates twenty-two trucks that move goods between Atlanta, Georgia and Chicago,
Illinois.  Mrs. Martin also owns rental properties in Hall, White, Henry and
Jackson Counties.

     Mrs. Martin has a distinguished career of community service.  Mrs. Martin
served on the Jackson County Industrial Development Authority (IDA) from 1988
until 2002 having served at various times as Secretary, Treasurer, Vice Chairman
and Chairman of the Authority.  Mrs. Martin now serves as co-chairman of the
Women in Business of the Jackson County Chamber of Commerce, Treasurer of the
Braselton Women's Club, President elect-elect of the Rotary Club of Braselton,
and serves on the Board of the Georgia Motor Truckers Association, the Braselton
Area Safety and Service Fund and the Traffic Club of Gainesville.  Mrs. Martin
is a member of the Braselton Business Association, the Jackson County Chamber of
Commerce, the Barrow County Chamber of Commerce, the Braselton-West Jackson
Friends of the Library and the Tara Place Homeowners Association.

     Mrs. Martin and her husband of 45 years have two children and one
grandchild and have homes in Hoschton and on the lake in Gainesville.  The
Martin family belongs to Zion Baptist Church in Braselton and attends New Bridge
Baptist Church when in Gainesville.  An avid NASCAR fan, Mrs. Martin owns a
condominium at Atlanta Motor Speedway, sponsors drivers at three tracks, and
spends what little free time she has traveling to different racetracks during
the NASCAR season.

     DR. TERRY H. ELROD was born in Gainesville, Georgia, raised in Maysville,
Georgia, attended Maysville Elementary School, and graduated as the 1979
valedictorian of Commerce High School.  Dr. Elrod attended Gordon Junior College
in Barnesville, Georgia, graduating with an Associate of Arts degree in
Psychology and from West Georgia College in Carrollton, Georgia with a Bachelor
of Arts in Biology, minoring in Chemistry and Physics.  Dr. Elrod's classroom
accomplishments were recognized at Gordon Junior College by being named Student
Athlete of the Year in 1981 and also at West Georgia College having been awarded
Biology Student of the Year in 1982 and Student Athlete of the Year in 1983.
Dr. Elrod was selected as Captain of his intercollegiate baseball teams both at
Gordon Junior College and at West Georgia College.  Dr. Elrod then served as an
assistant baseball coach at West Georgia, before his acceptance into the Dental


                                        33
<PAGE>
School at the Medical College of Georgia.  Dr. Elrod graduated in the top 10 in
his class from the Medical College of Georgia School of Dentistry with a
Doctorate of Dental Medicine in 1988.

     Dr. Elrod first entered into dental practice in Gainesville, Georgia as an
associate partner in 1988.  Dr. Elrod and his business partner now own and
operate dental practices in Tucker, Georgia and Lilburn, where Dr. Elrod has
been practicing for 13 years.  Dr. Elrod is currently President of Elrod &
Price, PC and Vice President of Parson's Plantation Property Owners Association.
Dr. Elrod  is also a current member of the American Dental Association, Georgia
Dental Association, Northern District Dental Society, Hinman Dental Society, and
the American Diabetes Association.

     Dr. Elrod is married with two children who attend Greater Atlanta Christian
School.  The Elrod family attends North Point Community Church in Alpharetta,
Georgia.

     CHANDRA KANT I. "C.K." PATEL is a second-generation hotelier, whose hotel
experience ranges from his first independent property in Commerce, Georgia,
which he purchased in 1982, to owning and operating full-service Holiday Inns.
In 1996, Mr. Patel helped open Quantum National Bank, the first bank owned by
Indian Americans in the Southeast.  The bank has grown its assets tremendously
since then.  As a founding director, Mr. Patel served on the Quantum National
Bank's Board of Directors as chairman of its Funds Management Committee and as a
member of its Loan Committee.

     Mr. Patel is a founding member of Asian American Hotel Owners Association
(AAHOA) and has served on the AAHOA board of directors for many years.  AAHOA
is the fastest-growing hospitality organization in the United States.  Founded
in 1989, AAHOA has grown from 100 to 8,000 members including a 30 percent
increase in membership since April 2003.  Mr. Patel has served in many roles
within AAHOA, including as chair and co-chair of the Education Committee, as a
member of the Membership Growth and Benefits Committee, and as a member of the
Resource Development Committee.  In 2001, Mr. Patel chaired the E-Commerce
Committee during which time he proved to be a strong advocate of Web-based
technology for greater communication within the association and building
alliances with vendors and business partners for the procurement of lodging
products.  In his role as deputy chairman of the US Disaster Domestic Fund, Mr.
Patel also worked to develop "101,000 Room Nights Drive for America" to benefit
deployed military personnel.  Mr. Patel lives in Atlanta with his wife and two
children.

     MELVIN "MONK" TOLBERT was born and raised in Jefferson, Georgia and moved
to Pendergrass, Georgia in 1970. He graduated from Jefferson High School in 1958
and Georgia State University in 1967 and served in the Georgia National Guard
from 1958-1966.  Mr. Tolbert was employed by Sherwin Williams Paint Co. and the
Ivan Allan Co. from 1960-1970.  In 1970, Mr. Tolbert and his family secured a
franchise for OTASCO Home & Auto in Jefferson where he was employed with the
store until 1990.  Mr. Tolbert co-founded and worked for Tolbert Financial
Services, a retail lender of primarily uncollateralized loans of between $100
and $3,000, from 1990 until 2003 when the company was sold to World Finance.
From 1995-1997, Mr. Tolbert and family owned and managed Mortgage Services of
Georgia, a residential mortgage broker. In 1991, the family formed Professional
Realty, where Mr. Tolbert continues to manage commercial and sell residential
properties.  Mr. Tolbert became a Graduate of REALTOR Institute in 1997.
Graduate REALTOR Institute represents the most recognized professional
designation in the real estate industry.  The designation is conferred on


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<PAGE>
qualified individuals by the various state associations of REALTORS, with the
National Association of REALTORS educational standards assuring excellence among
the curricula.

     Mr. Tolbert is committed to serving his community.  Mr. Tolbert is past
President of the Jefferson Area Merchants Association, past President of the
Jefferson Rotary Club, and past Director of the I-85 Board of Realtors.  Mr.
Tolbert served on the Pendergrass City Council from 2000 until 2002 when he
became Mayor.  Mr. Tolbert is currently serving his second term as Mayor of
Pendergrass.  Mr. Tolbert is also a member of the Board of Directors of the
Jackson County Chamber of Commerce and is a member of the Jackson County Mayors
Association.

EMPLOYMENT AGREEMENTS

     We have entered into an employment agreement with Sean Childers pursuant
to which Mr. Childers will serve as the President and Chief Executive Officer
of Hometown Community Bancshares and the proposed President and Chief Executive
Officer of Hometown Community Bank.  The employment agreement provides for a
starting salary of $135,000 per annum.  In addition, Mr. Childers will be
eligible to receive warrants for the purchase of stock in the same capacity as
each organizer and up to 25,000 stock options, exercisable at the initial
offering price of Hometown Community Bancshares' common stock.  Mr. Childers
will participate in and receive medical, dental, and disability coverage as
provided to employees of Hometown Community Bank.  In addition, Hometown
Community Bank will reimburse Mr. Childers for reasonable out-of-pocket expenses
incurred in the fulfilling of his duties and will pay other expenses as approved
by the Board, including membership fees or dues for social and civic clubs and
professional organizations.  The employment agreement is terminable immediately
for cause (as defined in the employment agreement) or upon the death or complete
disability of Mr. Childers.  The employment agreement may also be terminated by
mutual agreement of the parties.  In addition, Mr. Childers may not disclose any
confidential information (as defined in the employment agreement) regarding
Hometown Community Bancshares or Hometown Community Bank or its business.

     We have entered into a consulting agreement with Ted Murphy pursuant to
which Mr. Murphy will serve as a consultant to Hometown Community Bank.  The
consulting agreement provides for a monthly compensation of $5,000 per month.
In addition, Mr. Murphy will be eligible to receive up to 5,000 stock options,
exercisable at the initial offering price of Hometown Community Bancshares'
common stock. In addition, Hometown Community Bank will reimburse Mr. Murphy for
reasonable out-of-pocket expenses incurred in the fulfilling of his duties. The
consulting agreement is terminable immediately for cause (as defined in the
consulting agreement) or upon the death or complete disability of Mr. Murphy.
In addition, Hometown Community Bank may terminate the consulting agreement
without cause.  The consulting agreement may also be terminated by mutual
agreement of the parties.  The consulting agreement will automatically terminate
within twelve months of the date that efforts to obtain a charter for the
operation of its banking corporation have ceased. In addition, Mr. Murphy may
not disclose any confidential information (as defined in the employment
agreement) regarding Hometown Community Bancshares or Hometown Community Bank or
its business.


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<PAGE>
STOCK BENEFIT PLANS AND WARRANTS

     We plan to establish a stock incentive plan that will allow us to grant
stock options to employees, officers, directors, and others who contribute
significantly to our success and the success of Hometown Community Bank.  We
will reserve 120,000 shares of our common stock for issuance under the stock
incentive plan, including the shares issuable to Messrs. Childers and Murphy
under their respective employment/consulting agreements.

     Once Hometown Community Bank opens for business, we plan to grant stock
options to purchase 10,000 shares of our common stock to Robert M. Martin and
grant stock options to purchase 2,500 shares of our common stock to Byron
Richardson for their assistance with the organization of Hometown Community
Bank.  If for any reason the Options described above are not awarded to Mr.
Richardson within three months of the date the Bank is chartered or 30 days
after the issuance of stock certificates, whichever is earlier, then Hometown
Community Bancshares shall immediately pay Mr. Richardson an amount equal to
$1.25 per option.

     In consideration of their efforts in organizing Hometown Community Bank
and Hometown Community Bancshares and their commitment to serve as the initial
directors, we intend, subject to regulatory approval, to issue to each organizer
warrants to purchase shares of our common stock at the original offering price
of $10.00 per share to be exercised at any time within ten years of the opening
date of Community Bank.  Each organizer will be awarded one warrant for each
share purchased.  Based on the proposed purchases by the organizers, the
organizers will be granted a total of 141,500 warrants for the organizers as a
group.  The warrants will vest in three equal annual installments beginning on
the first anniversary of Hometown Community Bank's opening for business and
ending on the third anniversary of Hometown Community Bank's opening for
business, contingent upon continued service on our Board of Directors and the
Board of Directors of Hometown Community Bank.  If Hometown Community Bank's
capital falls below regulatory minimums established by the Georgia Department
and the FDIC, the Georgia Department can direct that the warrants must be
exercised or forfeited.  The Warrants are not transferable.

DIRECTOR COMPENSATION

     We do not intend to pay, nor permit Hometown Community Bank to pay,
directors' fees in the initial years of operation.

INTERESTS OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

     The Board is comprised of highly educated and ethical members of the
community.  Each one recognizes the potential problems inherent in engaging the
businesses in which they are involved to provide services or goods to Hometown
Community Bank.  As such, the Board will evaluate each service and good to make
sure that there is not any impropriety, in actuality or appearance.  All Board
members must attend seminars and other educational sessions conducted by bank
trade organizations to help ensure that they are educated and knowledgeable
about banking and their responsibilities as Board members.  No transaction is
completed without full and open discussion of the terms of the transaction,
copies of all documents being provided to each Board member and open discussion
among the Board members.  The interested Board member cannot vote on the
proposed transaction or contract and may, at the sole discretion of the other
Board members, be excused during the Board discussion.  On a continuing basis,


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<PAGE>
any Board member may ask questions or raise concerns about any contract with a
Board member and such concerns or questions will be addressed promptly.

     We have entered into an option agreement with Amyn Meghani, our Chairman
and an organizer and proposed Chairman of Hometown Community Bank, to acquire
a parcel of real property on which we plan on constructing the headquarters of
Hometown Community Bank.  Our Board of Directors has retained an independent MAI
appraiser to determine that the purchase amount is at fair market value.  The
option to purchase at the negotiated price expires on January 31, 2005.  Our
Board of Directors is aware of this related party transaction and unanimously
approved the option from Mr. Meghani subject to market value confirmation from
an independent MAI appraisal.  Mr. Meghani was not present for the vote on the
transaction.

     For the first six months of operation, Hometown Community Bank will operate
from a leased or purchased modular bank building located on the site of the
headquarters.  The modular bank building will be leased or purchased from an
unrelated party.  The organizers will construct a headquarters facility that
Hometown Community Bank will occupy sometime during the second half of the first
year of operation.  The headquarters facility will be owned by Hometown
Community Bank.  The purchase of the real estate will be subject to appraisals
and approval by the appropriate regulators.

     We and Hometown Community Bank may have banking and other transactions in
the ordinary course of business with organizers, directors, and officers of
Hometown Community Bancshares and Hometown Community Bank and their affiliates,
including members of their families or corporations, partnerships, or other
organizations in which such organizers, officers, or directors have a
controlling interest, on substantially the same terms (including price, or
interest rates and collateral) as those prevailing at the time for comparable
transactions with unrelated parties.  Such transactions are not expected to
involve more than the normal risk of collectability nor present other
unfavorable features to Hometown Community Bancshares and Hometown Community
Bank.  Hometown Community Bank is subject to a limit on the aggregate amount it
could lend to its directors and officers and Hometown Community Bancshares'
directors and officers as a group equal to its unimpaired capital and surplus
(or, under a regulatory exemption available to banks with less than $100 million
in deposits, twice that amount), loans to individual directors and officers must
also comply with Hometown Community Bank's lending policies and statutory
lending limits, and directors with a personal interest in any loan application
will be excluded from the consideration of such loan application.

EXCULPATION AND INDEMNIFICATION

     Our Articles of Incorporation contain a conditional provision which,
subject to certain exceptions described below, eliminates the liability of a
director to us or our shareholders for monetary damages for any breach of duty
as a director.  This provision does not eliminate such liability to the extent
the director (i) appropriated, in violation of his duties, any of our business
opportunities, (ii) engaged in intentional misconduct or a knowing violation of
law, (iii) permitted any unlawful distribution, or (iv) derived an improper
personal benefit.


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<PAGE>
     Our Bylaws require us to indemnify any person who was, is, or is threatened
to be made defendant or respondent in any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, by reason of service by such person as a director of Hometown
Community Bancshares or Hometown Community Bank or any other corporation which
he served as such at our request.  Except as noted in the next paragraph,
directors are entitled to be indemnified against judgments, penalties, fines,
settlements, and reasonable expenses actually incurred by the director in
connection with the proceeding.  Directors are also entitled to have us advance
any such expenses prior to final disposition of the proceeding, upon delivery of
a written affirmation by the director of his good faith belief that the standard
of conduct necessary for indemnification has been met and a written undertaking
to repay the amounts advanced if it is ultimately determined that the standard
of conduct has not been met.

     Under the Bylaws, indemnification will be disallowed if it is established
that the director (i) appropriated, in violation of his duties, any of our
business opportunities, (ii) engaged in willful misconduct or a knowing
violation of law, (iii) permitted any unlawful distribution, or (iv) derived an
improper personal benefit.  In addition to our Bylaws, Section 18-2-852 of the
Georgia Business Corporation Code requires that a corporation indemnify a
director "who was wholly successful, on the merits or otherwise, in the defense
of any proceeding to which he or she was a party because he or she was a
director of the corporation against reasonable expenses incurred by the director
in connection with the proceeding."  The Corporation Code also provides that
upon application of a director a court may order indemnification if it
determines that the director is entitled to such indemnification under the
applicable standard of the Corporation Code.

     We also have the authority to extend to officers, employees, and agents
the same indemnification rights held by directors, subject to all of the
accompanying conditions and obligations.  We have extended or intends to extend
indemnification rights to all of our executive officers.  We may enter into
indemnity agreements with our directors and officers.


       DESCRIPTION OF CAPITAL STOCK OF HOMETOWN COMMUNITY BANCSHARES

GENERAL

     Our authorized capital stock consists of 10,000,000 shares of common stock,
par value $.01 per share, and 1,000,000 shares of special stock, no par value
per share.  The following summary describes our capital stock.  Reference is
made to our Articles of Incorporation, which are filed as an exhibit to the
registration statement of which this prospectus forms a part, for a detailed
description of the provisions thereof summarized below.

COMMON STOCK

     Holders of shares of common stock are entitled to receive such dividends
as may from time to time be declared by the Board of Directors out of funds
legally available therefor.  We do not plan to declare any dividends in the
immediate future.  See "Dividend Policy."  Holders of common stock are entitled


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<PAGE>
to one vote per share on all matters on which the holders of common stock are
entitled to vote and do not have any cumulative voting rights.  Holders of
common stock have no preemptive, conversion, redemption or sinking fund rights.
In the event of a liquidation, dissolution or winding-up of us, holders of
common stock are entitled to share equally and ratably in our assets, if any,
remaining after the payment of all of our debts and liabilities and the
liquidation preference of any outstanding special stock.  The outstanding shares
of common stock are, and the shares of common stock offered by us hereby when
issued will be, fully paid and nonassessable.  The rights, preferences and
privileges of holders of common stock are subject to any classes or series of
special stock that we may issue in the future.

     There currently is no market for the shares, and, although we have filed a
registration statement with the SEC to register the issuance of the common stock
in the offering under the Securities Act of 1933, it is not likely that any
trading market will develop for the shares in the future.  There are no present
plans for the common stock to be traded on any stock exchange or in the over-
the-counter market.

SPECIAL STOCK

     The Articles of Incorporation provide that the Board of Directors is
authorized, without further action by the holders of the common stock, to
provide for the issuance of shares of the special stock in one or more classes
or series and to fix the preferences, limitations, and relative rights thereof,
and to fix the number of shares to be included in any such classes or series.
Any special stock so issued may rank senior to the common stock with respect to
the payment of dividends or amounts upon liquidation, dissolution or winding-up,
or both.  In addition, any such shares of special stock may have class or series
voting rights.  Upon completion of this offering, we will not have any shares of
special stock outstanding.  Issuances of special stock, while providing us with
flexibility in connection with general corporate purposes, may, among other
things, have an adverse effect on the rights of holders of common stock, and in
certain circumstances such issuances could have the effect of decreasing the
market price of the common stock.  We have no present plan to issue any shares
of special stock.

CERTAIN ANTITAKEOVER EFFECTS

     The provisions of the Articles of Incorporation, the Bylaws and the
Corporation Code summarized in the following paragraphs may be deemed to have
antitakeover effects and may delay, defer or prevent a tender offer or takeover
attempt that a shareholder might consider to be in such shareholder's best
interest, including those attempts that might result in a premium over the
market price for the shares held by shareholders, and may make removal of
management more difficult.

     Authorized but Unissued Stock.  The authorized but unissued shares of
common stock and special stock will be available for future issuance without
shareholder approval.  These additional shares may be used for a variety of
corporate purposes, including future public offerings to raise additional
capital, corporate acquisitions, and employee benefit plans.  The existence of
authorized but unissued and unreserved shares of common stock and special stock
may enable the Board of Directors to issue shares to persons friendly to current
management, which could render more difficult or discourage any attempt to
obtain control of Hometown Community Bancshares by means of a proxy contest,
tender offer, merger or otherwise, and thereby protect the continuity of
Hometown Community Bancshares' management.


                                        39
<PAGE>
     Advance Notice Requirements for Shareholder Proposals.  The Bylaws
establish advance notice procedures with regard to proposals raised, other than
by or at the direction of the Board of Directors, at any meeting of the
shareholders of Hometown Community Bancshares. These procedures provide that the
notice of shareholder proposals must be in writing and be received by the
Secretary of Hometown Community Bancshares on or before the later to occur of
(i) 14 days prior to the meeting or (ii) 5 days after notice of the meeting is
provided to the shareholders.  We may reject a shareholder proposal that is not
made in accordance with such procedures.

     Certain Nomination Requirements.  Pursuant to the Bylaws, we have
established certain nomination requirements for an individual to be elected as
a director of Hometown Community Bancshares at any annual or special meeting of
the shareholders, including that the nominating party provide us within a
specified time prior to the meeting (i) notice that such party intends to
nominate the proposed director; (ii) the name and certain biographical
information on the nominee; and (iii) a statement that the nominee has consented
to the nomination.  The chairman of any shareholders' meeting may, for good
cause shown, waive the operation of these provisions.  These provisions could
reduce the likelihood that a third party would nominate and elect individuals to
serve on the Board of Directors.

     Consideration of Other Constituencies in Mergers.  The Corporation Code
grants the Board of Directors the discretion, when considering whether a
proposed merger or similar transaction is in the best interests of Hometown
Community Bancshares and its shareholders, to take into account the effect of
the transaction on the employees, customers, suppliers, and creditors of
Hometown Community Bancshares and upon the communities in which the offices of
Hometown Community Bancshares are located.

SHARES ELIGIBLE FOR FUTURE SALE

     Upon completion of this offering, Hometown Community Bancshares will have
a minimum of 800,000 and a maximum of 1,200,000 shares of common stock
outstanding.  The shares sold in this offering will be freely tradable, without
restriction or registration under the Securities Act, except for shares
purchased by "affiliates" of Hometown Community Bancshares, which will be
subject to resale restrictions under the Securities Act.  An affiliate of the
issuer is defined in Rule 144 under the Securities Act as a person that directly
or indirectly, through one or more intermediaries, controls, is controlled by,
or is under common control with the issuer.  Rule 405 under the Securities Act
defines the term "control" to mean the possession, direct or indirect, of the
power to direct or cause the direction of the management and policies of the
person whether through the ownership of voting securities, by contract or
otherwise.  Directors of Hometown Community Bancshares and Hometown Community
Bank will likely be deemed to be affiliates.  These securities held by
affiliates may be sold without registration in accordance with the provisions
of Rule 144 or another exemption from registration.

     In general, under Rule 144, an affiliate of Hometown Community Bancshares
or a person holding restricted shares may sell, within any three-month period, a
number of shares no greater than 1% of the then outstanding shares of the common
stock or the average weekly trading volume of the common stock during the four
calendar weeks preceding the sale, whichever is greater.  Rule 144 also requires
that the securities must be sold in "brokers' transactions," as defined in the


                                        40
<PAGE>
Securities Act, and the person selling the securities may not solicit orders or
make any payment in connection with the offer or sale of securities to any
person other than the broker who executes the order to sell the securities.
This requirement may make the sale of the common stock by affiliates of Hometown
Community Bancshares pursuant to Rule 144 difficult if no trading market
develops in the common stock.  Rule 144 also requires persons holding restricted
securities to hold the shares for at least one year prior to sale.


                         SUPERVISION AND REGULATION

     Hometown Community Bancshares and Hometown Community Bank will be
extensively regulated under federal and state laws and regulations.  These laws
and regulations generally are intended to protect depositors, not shareholders.
The following is a summary description of certain provisions of selected laws
and regulations that affect bank holding companies and banks.  To the extent
that the following summary describes statutory or regulatory provisions, it is
qualified in its entirety by reference to the particular statutory and
regulatory provisions.  Any change in applicable laws or regulations may have a
material effect on the business and prospects of Hometown Community Bancshares
and Hometown Community Bank.

     Beginning with the enactment of the Financial Institutions Reform, Recovery
and Enforcement Act of 1989 ("FIRREA") and following with the Federal Deposit
Insurance Corporation Improvement Act of 1991 ("FDICIA"), numerous additional
regulatory requirements have been placed on the banking industry in the past ten
years, and additional changes have been proposed.  The banking industry has also
changed significantly as a result of the passage of the Riegle-Neal Interstate
Banking and Branching Efficiency Act of 1994 (the "Interstate Banking Act") and
the Financial Services Modernization Act of 1999.  Our operations may be
affected by legislative changes and new policies of various regulatory
authorities.  We cannot predict the nature or the extent of the effect on its
business and earnings that fiscal or monetary policies, economic conditions, or
new federal or state legislation may have in the future.

HOMETOWN COMMUNITY BANCSHARES

     We will be a bank holding company within the meaning of the Federal Bank
Holding Company Act of 1956, as amended (the "BHCA").  Under the BHCA, we will
be subject to periodic examination by the Federal Reserve and will be required
to file periodic reports of our operations and such additional information as
the Federal Reserve may require.

     INVESTMENTS, CONTROL AND ACTIVITIES.  With certain limited exceptions, the
BHCA requires every bank holding company to obtain prior approval of the Federal
Reserve:

        *   to acquire the ownership or control of more than 5% of any class
            of voting stock of any bank not already controlled by it;
        *   for it or any subsidiary (other than a bank) to acquire all or
            substantially all of the assets of a bank; and
        *   to merge or consolidate with any other bank holding company.


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<PAGE>
     In addition, and subject to certain exceptions, the BHCA and the Change in
Bank Control Act, together with regulations thereunder, require Federal Reserve
approval (or, depending on the circumstances, no notice of disapproval) prior to
any person or company acquiring "control" of a bank holding company.  Control is
conclusively presumed to exist if an individual or company acquires 25% or more
of any class of voting securities of the bank holding company.  Control is
presumed to exist, subject to rebuttal, if a person acquires 10% or more but
less than 25% of any class of voting securities and either the bank holding
company has registered securities under Section 12 of the Exchange Act or no
other person will own a greater percentage of that class of voting securities
immediately after the transaction.  Applicable regulations provide a procedure
for challenge of the rebuttable control presumption.

     The BHCA further provides that the Federal Reserve may not approve any
transaction that would result in a monopoly, or the effect of which may be
substantially to lessen competition in any section of the country, or that in
any other manner would be in restraint of trade, unless the transaction's
anticompetitive effects are clearly outweighed by the public interest.  The
Federal Reserve is also required to consider the financial and managerial
resources and future prospects of the bank holding companies and banks concerned
and the convenience and needs of the community to be served.

     Under the Federal Reserve Act, subsidiary banks of a bank holding company
are subject to certain restrictions on extensions of credit to the bank holding
company or its subsidiaries, on investments in their securities and on the use
of their securities as collateral for loans to any borrower.  These regulations
and restrictions may limit our ability to obtain funds from Hometown Community
Bank for our cash needs, including funds for the payment of dividends, interest
and operating expenses.  Further, federal law prohibits a bank holding company
and its subsidiaries from engaging in certain tie-in arrangements in connection
with any extension of credit, lease or sale of property, or the furnishing of
services.

     PERMITTED ACTIVITIES.  Until recently, the BHCA generally prohibited bank
holding companies from engaging in activities other than banking or managing or
controlling banks or other permissible subsidiaries and from acquiring or
retaining direct or indirect control of any company engaged in any activities
other than those activities determined by the Federal Reserve to be so closely
related to banking or managing or controlling banks as to be a proper incident
thereto.  In determining whether a particular activity is permissible, the
Federal Reserve considered whether the performance of such an activity
reasonably could be expected to produce benefits to the public that outweigh
possible adverse effects.

     The Federal Reserve has determined that the following are among the
activities permissible for bank holding companies:

        *   factoring accounts receivable;
        *   acquiring or servicing loans;
        *   leasing personal property;
        *   conducting discount securities brokerage activities;
        *   performing certain data processing services;


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<PAGE>
        *   acting as agent or broker in selling credit life insurance and
            certain other types of insurance in connection with credit
            transactions;  and
        *   performing certain insurance underwriting activities

     Despite prior approval, the Federal Reserve has the power to order a
holding company or its subsidiaries to terminate any activity or to terminate
its ownership or control of any subsidiary when it has reasonable cause to
believe that continuation of such activity or such ownership or control
constitutes a serious risk to the financial safety, soundness, or stability of
any bank subsidiary of that bank holding company.

     NEW LEGISLATION.  Changes to federal law that took effect in March 2000,
and new regulations to implement these changes, allow qualifying bank holding
companies to become financial holding companies that may affiliate with
securities firms and insurance companies and engage in other activities that are
financial in nature.  Activities that are financial in nature include:

        *   securities underwriting;
        *   dealing and market making;
        *   sponsoring mutual funds and investment companies;
        *   insurance underwriting and agency;
        *   merchant banking activities; and
        *   activities that the Federal Reserve determines to be closely related
            to banking.

     For Hometown Community Bancshares to qualify to become a financial holding
company, its depository institution subsidiaries must be well capitalized and
well managed and must have a Community Reinvestment Act rating of at least
"satisfactory."  In addition, we will file an election with the Federal Reserve
to become a financial holding company and give the Federal Reserve 30 days
written notice prior to engaging in a permitted financial activity.  Although we
do not have any immediate plans to file such an election, our holding company
structure will give us the flexibility to make such an election if deemed
appropriate in the future.

     The federal law that took effect in March 2000 also contains provisions
that directly impact the following activities and operations of the Hometown
Community Bank:

        *   Any insurance activities;
        *   The activities of and qualifications for any of Hometown Community
            Bank's financial subsidiaries; and
        *   Its privacy policies and practices concerning disclosure of consumer
            information.

     SOURCE OF STRENGTH; CROSS-GUARANTEE.  Under Federal Reserve policy, a bank
holding company is expected to act as a source of financial strength to its bank
subsidiaries and to commit resources to support these subsidiaries.  This
support may be required at times when, absent such policy, the bank holding
company might not otherwise provide such support.  Under this policy, a bank
holding company may be required to loan money to its subsidiary banks in the
form of capital notes or other instruments that qualify for capital under
regulatory rules.  Under the BHCA, the Federal Reserve also may require a bank
holding company to terminate any activity or relinquish control of a non-bank
subsidiary (other than a non-bank subsidiary of a bank) upon the Federal


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<PAGE>
Reserve's determination that such activity or control constitutes a serious risk
to the financial soundness or stability of any subsidiary depository institution
of the bank holding company.

     Federal bank regulatory agencies have additional discretion to require a
bank holding company to divest itself of any bank or non-bank subsidiary if the
agency determines that divestiture may aid the depository institution's
financial condition.  Hometown Community Bank may be required to indemnify, or
cross-guarantee, the FDIC against losses it incurs with respect to any other
bank controlled by us, which in effect will make our equity investments in
healthy bank subsidiaries available to the FDIC to assist any failing or failed
bank subsidiary we may have.

     STATE REGULATION.  Our activities will be subject to certain provisions of
The Financial Institutions Code of Georgia and regulations issued pursuant to
such code.  These provisions are administered by the Georgia Department, which
has concurrent jurisdiction with the Federal Reserve over our activities.  The
laws and regulations administered by the Georgia Department are generally
consistent with, or supplemental to, the federal laws and regulations discussed
herein.

HOMETOWN COMMUNITY BANK

     As a banking corporation organized under the laws of the State of Georgia,
Hometown Community Bank will be subject to supervision and examination by the
Georgia Department and the Federal Deposit Insurance Corporation (the "FDIC").
Deposits in Hometown Community Bank will be insured by the FDIC up to a maximum
amount (generally $100,000 per depositor, subject to aggregation rules).  The
Georgia Department and the FDIC will regulate or monitor all areas of Hometown
Community Bank's commercial banking operations, including security devices and
procedures, adequacy of capitalization and loan loss reserves, loans,
investments, borrowings, deposits, mergers, consolidations, reorganizations,
issuance of securities, payment of dividends, interest rates, establishment of
branches, and other aspects of its operations.  These agencies will require
Hometown Community Bank to maintain certain capital ratios and impose
limitations on Hometown Community Bank's aggregate investment in real estate,
bank premises and furniture and fixtures.  Hometown Community Bank will be
required by the FDIC to prepare quarterly reports on Hometown Community Bank's
financial condition and to conduct an annual audit of its financial affairs in
compliance with minimum standards and procedures prescribed by the FDIC.

     Under FDICIA, all insured depository institutions must undergo periodic on-
site examination by the appropriate federal banking agency.  The cost of
examinations of insured depository institutions and any affiliates may be
assessed by the appropriate agency against each institution or affiliate as it
deems necessary or appropriate.  All insured institutions are required to submit
annual reports to the FDIC and the appropriate federal agency (or state
supervisor when applicable).  FDICIA also directs the FDIC to develop with other
appropriate agencies a method for insured depository institutions to provide
supplemental disclosure of the estimated fair market value of assets and
liabilities, to the extent feasible and practicable, in any balance sheet,
financial statement, report of condition or other report of any insured
depository institution.

     FDICIA also requires the federal banking regulatory agencies to prescribe,
by regulation, standards for all insured depository institutions and depository


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<PAGE>
institution holding companies relating, among other things, to: (i) internal
controls, information systems and audit systems; (ii) loan documentation; (iii)
credit underwriting; (iv) interest rate risk exposure; and (v) asset quality.

     COMMUNITY REINVESTMENT ACT.  The Community Reinvestment Act (the "CRA")
requires that, in connection with examinations of financial institutions within
their respective jurisdictions, the Federal Reserve, the FDIC, and any other
federal banking agency, shall evaluate the record of the financial institution
in meeting the credit needs of its local community, including low and moderate
income neighborhoods.  A financial institution's CRA record is considered in
evaluating applications to the agencies for mergers, acquisitions, and new
branch facilities.  Failure to comply with the CRA could submit a financial
institution to additional requirements and limitations.

     OTHER RULES AND REGULATIONS.  Interest and other charges collected or
contracted for by Hometown Community Bank are subject to state usury laws and
federal laws concerning interest rates.  For example, under the Soldiers' and
Sailors' Civil Relief Act of 1940, a lender is generally prohibited from
charging an annual interest rate in excess of 6% on any obligation for which
the borrower is a person on active duty with the United States military.

     Hometown Community Bank's loan operations are also subject to federal laws
applicable to credit transactions, such as:

        *   The federal Truth-In-Lending Act, governing disclosures of credit
            terms to consumer borrowers;
        *   The Home Mortgage Disclosure Act of 1975, requiring financial
            institutions to provide information to enable the public and public
            officials to determine whether a financial institution is fulfilling
            its obligation to help meet the housing needs of the community it
            serves;
        *   The Equal Credit Opportunity Act, prohibiting discrimination on the
            basis of race, creed or other prohibited factors in extending
            credit;
        *   The Fair Credit Reporting Act of 1978, governing the use and
            provision of information to credit reporting agencies;
        *   The Fair Debt Collection Act, governing the manner in which consumer
            debts may be collected by collection agencies;
        *   Soldiers' and Sailors' Civil Relief Act of 1940, governing the
            repayment terms of, and property rights underlying, secured
            obligations of persons in military service; and
        *   The rules and regulations of the various federal agencies charged
            with the responsibility of implementing these federal laws.

     In addition, the Georgia Fair Lending Act ("GAFLA") imposes certain
restrictions and procedural requirements on most mortgage loans made in the
state of Georgia, including home equity loans and lines of credit.  However, on
August 5, 2003, the Office of the Comptroller of the Currency (the "OCC"), the
primary federal regulator for national banks, determined that federal law
preempts the entirety of GAFLA as to national banks and their operating
subsidiaries.  GAFLA contains a provision that preempts GAFLA as to state banks
in the event that the OCC determines that federal law preempts GAFLA as to
national banks.  Therefore, the Hometown Community Bank is exempt from the
requirements of GAFLA.


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<PAGE>
     The deposit operations of Hometown Community Bank are subject to:

        *   The Right to Financial Privacy Act, which imposes a duty to maintain
            confidentiality of consumer financial records and prescribes
            procedures for complying with administrative subpoenas of financial
            records; and
        *   The Electronic Funds Transfer Act and Regulation E issued by the
            Federal Reserve to implement that act, which govern automatic
            deposits to and withdrawals from deposit accounts and customers'
            rights and liabilities arising from the use of automated teller
            machines and other electronic banking services.

     Hometown Community Bank's commercial transactions will also be subject to
the provisions of Georgia law governing such transactions.  These laws include
the Uniform Commercial Code and other provisions of the Georgia Code Annotated.

DEPOSIT INSURANCE

     The deposits of Hometown Community Bank will be insured to a maximum of
$100,000 per depositor, subject to aggregation rules.  The FDIC establishes
rates for the payment of premiums by federally insured banks and thrifts for
deposit insurance.  Since 1993, insured depository institutions like Hometown
Community Bank have paid for deposit insurance under a risk-based premium
system.  The deposit accounts held by Hometown Community Bank are insured by
the FDIC to a maximum of $100,000 for each insured member (as defined by law
and regulation).  The FDIC uses a risk-based assessment system for insured
depository institutions that takes into account the risks attributable to
different categories and concentrations of assets and liabilities.  The system
assigns an institution to one of three capital categories: (a) well capitalized;
(b) adequately capitalized; and (c) undercapitalized.  These three categories
are substantially similar to the prompt corrective action categories described
above, with the "undercapitalized" category including institutions that are
undercapitalized, significantly undercapitalized, and critically
undercapitalized for prompt corrective action purposes.  An institution is also
assigned by the FDIC to one of three supervisory subgroups within each capital
group.  The supervisory subgroup to which an institution is assigned is based
on a supervisory evaluation provided to the FDIC by the institution's primary
federal regulator and information which the FDIC determines to be relevant to
the institution's financial condition and the risk posed to the deposit
insurance funds (which may include, if applicable, information provided by the
institution's state supervisor).  An institution's insurance assessment rate is
then determined based on the capital category and supervisory category to which
it is assigned. Insurance of deposits may be terminated by the FDIC upon a
finding that the financial institution has engaged in unsafe and unsound
practices, is in an unsafe or unsound condition to continue operations, or has
violated any applicable law, regulation, rule, order, or condition imposed by
the FDIC.

     Based on Hometown Community Bank's anticipated initial risk classification,
Hometown Community Bank will not be required to pay an assessment for deposit
insurance during its initial year of operation.  However, Hometown Community
Bank will be required to pay Bank Insurance Fund Financing Corporation ("FICO")
assessments after it opens for business.  For the 2nd quarter of 2004, the FICO
assessment rate was 1.54 cents per $100 of assessable deposits.  This assessment


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<PAGE>
rate can change based on the interest costs of bonds issued by FICO to fund the
resolution of failed thrifts from 1987 to 1991.

DIVIDENDS

     We are a legal entity separate and distinct from Hometown Community Bank.
Our principal source of cash flow, including cash flow to pay dividends to our
shareholders, will be dividends from Hometown Community Bank.  The amount of
dividends that may be paid by Hometown Community Bank to us will depend on
Hometown Community Bank's earnings and capital position and is limited by
various federal and state statutory and regulatory limitations.  In addition,
the Federal Reserve has stated that bank holding companies should refrain from
or limit dividend increases or reduce or eliminate dividends under circumstances
in which the bank holding company fails to meet minimum capital requirements or
in which its earnings are impaired.

     As a Georgia banking corporation, Hometown Community Bank will be permitted
to pay cash dividends on its outstanding capital stock out of its earnings
without any requirement to notify the Georgia Department or request the approval
of the Georgia Department under the following conditions:

        *   Total classified assets at the most recent examination of Hometown
            Community Bank, the conclusions of which may have been presented to
            the Board of Directors, do not exceed 80% of Tier 1 Capital plus the
            Allowance for Loan Losses as reflected as such examination;
        *   The aggregate amount of dividends declared or anticipated to be
            declared in the calendar year does not exceed 50% of the net
            profits, after taxes but before dividends, for the previous calendar
            year;
        *   The ratio of Tier 1 Capital to Adjusted Total Assets shall not be
            less than 6%.

     Any dividend to be declared by Hometown Community Bank at a time when each
of the foregoing conditions does not exist must be approved, in writing, by the
Georgia Department prior to the payment thereof.  Under FDICIA, Hometown
Community Bank will not be permitted to pay a dividend if, after paying the
dividend, Hometown Community Bank would be undercapitalized.  See "Capital
Adequacy" below.

     Furthermore, among the expected conditions to any approval by the Georgia
Department of Hometown Community Bank's Articles of Incorporation will be a
requirement that Hometown Community Bank's Board of Directors adopt resolutions
committing:  (i) that Hometown Community Bank will not pay dividends until it
has recovered its start-up losses and is cumulatively profitable, and (ii) that
Hometown Community Bank will maintain a Tier 1 Leverage Ratio of not less than
8% during its first three years of operation.

     In addition to the availability of funds from Hometown Community Bank, our
future dividend policy is subject to the discretion of our Board of Directors
and will depend upon a number of factors, including future earnings, financial


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<PAGE>
condition, cash needs and general business conditions.  If we should declare
dividends in the future, the amount of such dividends cannot be estimated at
this time and we cannot know whether such dividends would continue for future
periods.

CAPITAL ADEQUACY

     Federal bank regulatory authorities have adopted risk-based capital
guidelines for banks and bank holding companies that are designed to:

        *   make regulatory capital requirements more sensitive to differences
            in risk profiles among banks and bank holding companies;
        *   account for off-balance sheet exposure; and
        *   minimize disincentives for holding liquid assets.

     The resulting capital ratios represent qualifying capital as a percentage
of total risk-weighted assets and off-balance sheet items.  The guidelines are
minimums, and the federal regulators have noted that banks and bank holding
companies contemplating significant expansion programs should not allow
expansion to diminish their capital ratios and should maintain ratios well in
excess of the minimums.

     The current guidelines require all bank holding companies and federally
regulated banks to maintain a minimum risk-based Total Capital ratio equal to
8%, of which at least 4% must be Tier 1 capital.  The degree of regulatory
scrutiny of a financial institution will increase, and the permissible
activities of the institution will decrease as it moves downward through the
capital categories.  Bank holding companies controlling financial institutions
can be called upon to boost the institution's capital and to partially guarantee
the institution's performance under their capital restoration plans.  Tier 1
capital includes shareholders' equity, qualifying perpetual special stock and
minority interests in equity accounts of consolidated subsidiaries, but excludes
goodwill and most other intangible assets and excludes the allowance for loan
and lease losses.  Tier 2 capital includes the excess of any special stock not
included in Tier 1 capital, mandatory convertible securities, hybrid capital
instruments, subordinated debt and intermediate-term special stock and general
reserves for loan and lease losses up to 1.25% of risk-weighted assets.

     Under the guidelines, banks' and bank holding companies' assets are given
risk-weights of 0%, 20%, 50% and 100%.  In addition, certain off-balance sheet
items are given credit conversion factors to convert them to asset equivalent
amounts to which an appropriate risk-weight will apply.  These computations
result in the total risk-weighted assets.  Most loans are assigned to the 100%
risk category, except for first mortgage loans fully secured by residential
property and, under certain circumstances, residential construction loans, both
of which carry a 50% rating.  Most investment securities are assigned to the 20%
category, except for municipal or state revenue bonds, which have a 50% rating,
and direct obligations of or obligations guaranteed by the United States
Treasury or United States Government agencies, which have a 0% rating.

     Failure to meet federal capital guidelines could subject a bank to a
variety of enforcement remedies, including the termination of deposit insurance
by the FDIC, and to certain restrictions on its business.


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<PAGE>
     The Federal Reserve also has implemented a leverage ratio, which is Tier 1
capital as a percentage of average total assets less intangible assets, to be
used as a supplement to the risk-based guidelines.  The principal objective of
the leverage ratio is to place a constraint on the maximum degree to which a
bank holding company may leverage its equity capital base.  The Federal Reserve
has established a minimum 3% leverage ratio of Tier 1 capital to total assets
for the most highly rated bank holding companies and insured banks.  All other
bank holding companies and insured banks will be required to maintain a leverage
ratio of 3% plus an additional cushion of at least 100 to 200 basis points
depending on the risk profile of the institution and other factors.  The
tangible Tier 1 Leverage ratio is the ratio of a banking organization's Tier 1
capital, less all intangibles, to total assets, less all intangibles.

     FDICIA established a capital-based regulatory plan designed to promote
early intervention for troubled banks and requires the FDIC to choose the least
expensive resolution of bank failures.  The capital-based regulatory framework
contains five categories of compliance with regulatory capital requirements,
including well capitalized, adequately capitalized, undercapitalized,
significantly undercapitalized and critically undercapitalized.  To qualify as
a well-capitalized institution, a bank must have a leverage ratio of no less
than 5%, a Tier 1 risk-based ratio of no less than 6%, and a total risk-based
capital ratio of no less than 10%.  The bank must also not be under any order
or directive from the appropriate regulatory agency to meet and maintain a
specific capital level.

     Under FDICIA, regulators must take prompt corrective action against
depository institutions that do not meet minimum capital requirements.  FDICIA
and the related regulations establish five capital categories as shown in the
following table:

                                  Total Risk-       Tier I Risk-        Tier I
     Classification              Based Capital      Based Capital       Leverage
     --------------              -------------      -------------       --------
Well Capitalized (1)                  10%                6%               5%
Adequately Capitalized (1)             8%                4%               4% (2)
Undercapitalized (3)                  <8%               <4%              <4%
Significantly Undercapitalized (3)    <6%               <3%              <3%
Critically Undercapitalized (3)        -                 -               <2%
___________
(1)  An institution must meet all three minimums.
(2)  3% for composite 1-rated institutions, subject to appropriate federal
     banking agency guidelines.
(3)  An institution is classified as undercapitalized if it is below the
     specified capital level for any of the three capital measures.

     A depository institution may be deemed to be in a capitalization category
that is lower than is indicated by its actual capital position if it receives a
less than satisfactory examination rating in any one of four categories.  As a


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<PAGE>
depository institution moves downward through the capitalization categories, the
degree of regulatory scrutiny will increase and the permitted activities of the
institution will decrease.  Action may be taken by a depository institution's
primary federal regulator against an institution that falls into one of the
three undercapitalized categories, including the requirement of filing a capital
plan with the institution's primary federal regulator, prohibition on the
payment of dividends and management fees, restrictions on executive
compensation, and increased supervisory monitoring.  Other restrictions may be
imposed on the institution either by its primary federal regulator or by the
FDIC, including requirements to raise additional capital, sell assets or sell
the institution.

     We and Hometown Community Bank are expected to be adequately capitalized
according to their federal regulatory capital requirements after the offering.

     In addition to the federal regulatory capital requirements which will be
applicable to Hometown Community Bank, the Georgia Department is expected to
require Hometown Community Bank's Board of Directors to commit, as a condition
to the Georgia Department's approval of Hometown Community Bank's Articles of
Incorporation, to maintain Hometown Community Bank's Tier 1 Leverage Capital
Ratio at not less than 8% during Hometown Community Bank's first three years of
operation commencing upon the effective date of the Permit to begin Business
(the "Permit") issued by the Georgia Department.

INTERSTATE BANKING AND BRANCHING RESTRICTIONS

     Pursuant to the Riegle-Neal Interstate Banking and Branching Efficiency Act
of 1994 (the "Riegle-Neal Act"), effective September 29, 1995, an adequately
capitalized and adequately managed bank holding company may acquire a bank
across state lines, without regard to whether such acquisition is permissible
under state law.  A bank holding company is considered to be "adequately
capitalized" if it meets all applicable federal regulatory capital standards.

     While the Riegle-Neal Act precludes a state from entirely insulating its
banks from acquisition by an out-of-state holding company, a state may still
provide that a bank may not be acquired by an out-of-state company unless the
bank has been in existence for a specified number of years, not to exceed five
years.  Additionally, the Federal Reserve may not approve an interstate
acquisition which would result in the acquirer's controlling more than 10% of
the total amount of deposits of insured depository institutions in the United
States with 30% or more of the deposits in the home state of the target bank.
A state may waive the 30% limit based on criteria that does not discriminate
against out-of-state institutions.  The limitations do not apply to the initial
entry into a state by a bank holding company unless the state has a deposit
concentration cap that applies on a nondiscriminatory basis to in-state or out-
of-state bank holding companies making an initial acquisition.

     The Riegle-Neal Act also provides that, beginning on June 1, 1997, banks
with different home states may merge, unless a particular state opts out of the
statute.  Consistent with the Riegle-Neal Act, Georgia adopted legislation in
1996 which has permitted interstate bank mergers since June 1, 1997.


                                        50
<PAGE>
     In addition, beginning June 1, 1997, the Riegle-Neal Act has permitted
national and state banks to establish de novo branches in another state if there
is a law in that state which applies equally to all banks and expressly permits
all out-of-state banks to establish de novo branches.  However, in 1996, Georgia
adopted legislation which opts out of this provision.  The Georgia legislation
provides that, with the prior approval of the Georgia Department, after July 1,
1996, a bank may establish three new or additional de novo branch banks anywhere
in Georgia and, beginning July 1, 1998, a bank may establish new or additional
branch banks anywhere in the state with prior regulatory approval.

RESTRICTIONS ON TRANSACTIONS WITH AFFILIATES

     We and Hometown Community Bank will be subject to the provisions of Section
23A of the Federal Reserve Act.  Section 23A places limits on the amount of:

        *   loans or extensions of credit to affiliates;
        *   investment in affiliates;
        *   the purchase of assets from affiliates, except for real and personal
            property exempted by the Federal Reserve;
        *   loans or extensions of credit to third parties collateralized by the
            securities or obligations of affiliates; and
        *   any guarantee, acceptance or letter of credit issued on behalf of an
            affiliate.

     The total amount of the above transactions is limited in amount, as to any
one affiliate, to 10% of a bank's capital and surplus and, as to all affiliates
combined, to 20% of a bank's capital and surplus.  In addition to the limitation
on the amount of these transactions, each of the above transactions must also
meet specified collateral requirements.  We will also be required to comply with
other provisions designed to avoid the taking of low-quality assets.

     We and Hometown Community Bank will also be subject to the provisions of
Section 23B of the Federal Reserve Act which, among other things, prohibit an
institution from engaging in the above transactions with affiliates unless the
transactions are on terms substantially the same, or at least as favorable to
the institution or its subsidiaries, as those prevailing at the time for
comparable transactions with nonaffiliated companies.

     Hometown Community Bank is also subject to restrictions on extensions of
credit to its executive officers, directors, principal shareholders and their
related interests.  These extensions of credit: (1) must be made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with third parties; and (2)
must not involve more than the normal risk of repayment or present other
unfavorable features.

PRIVACY

     Financial institutions are required to disclose their policies for
collecting and protecting confidential information.  Customers generally may
prevent financial institutions from sharing nonpublic personal financial
information with nonaffiliated third parties except under narrow circumstances,
such as the processing of transactions requested by the consumer.  Additionally,


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<PAGE>
financial institutions generally may not disclose consumer account numbers to
any nonaffiliated third party for use in telemarketing, direct mail marketing or
other marketing to consumers.

ANTI-TERRORISM LEGISLATION

     In the wake of the tragic events of September 11, 2001, the President
signed the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001.  Under
the USA PATRIOT Act, financial institutions are subject to prohibitions against
specified financial transactions and account relationships as well as enhanced
due diligence and "know your customer" standards in their dealings with certain
financial institutions and bank customers.  Section 326 of the Act, and
regulations implementing this Section, requires Hometown Community Bank to
establish and maintain thereafter, a written Customer Identification Program
("CIP") as a part of the bank's Bank Secrecy Act program.  Hometown Community
Bank plans to adopt and implement a CIP to comply with the Act and its
implementing regulations.

CONSUMER CREDIT REPORTING LEGISLATION.

     On December 4, 2003, the President signed the Fair and Accurate Credit
Transactions Act (the "FACT Act").  The FACT Act amends the Fair Credit Report
Act ("the FCRA") to require, among other things, that:

        *   financial institutions develop policies and procedures to identify
            potential identity theft and, upon the request of a consumer, place
            a fraud alert in the consumer's credit file stating that the
            consumer may be the victim of identity theft or other fraud;
        *   lenders using consumer reports provide a new notice to consumers if
            the lenders use risk-based credit pricing programs;
        *   entities that furnish information to consumer reporting agencies
            implement procedures and policies regarding the accuracy and
            integrity of the furnished information and regarding the correction
            of previously furnished information that is later determined to be
            inaccurate; and
        *   mortgage lenders disclose credit scores to mortgage loan applicants.

     The FACT Act also generally prohibits a business that receives consumer
information from an affiliate from using that information for solicitations for
marketing purposes, unless the consumer is first provided a notice and an
opportunity to direct the business not to use the information for such purposes.

     Certain FACT Act requirements are effective in February 2004, while others
are not effective until the fourth quarter of 2004, or even later.  Both
Hometown Community Bancshares and Hometown Community Bank will implement
policies and procedures to comply with the applicable requirements of the FCRA,
as amended by the FACT Act, prior to the effective dates of each of the
requirements.


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<PAGE>
PROPOSED LEGISLATION AND REGULATORY ACTION

     New regulations and statutes are regularly proposed that contain wide-
ranging proposals for altering the structure, regulations and competitive
relationships for the nation's financial institutions.  We cannot predict
whether or in what form any proposed regulation or statute will be adopted
or the extent to which our business may be affected by any new regulation or
statute.

EFFECT OF GOVERNMENTAL MONETARY POLICES

     Our earnings are affected by domestic economic conditions and the monetary
and fiscal policies of the United States government and its agencies.  The
Federal Reserve Bank's monetary policies have had, and are likely to continue
to have, an important impact on the operating results of commercial banks
through its power to implement national monetary policy in order, among other
things, to curb inflation or combat a recession.  The monetary policies of the
Federal Reserve affect the levels of bank loans, investments and deposits
through its control over the issuance of United States government securities,
its regulation of the discount rate applicable to member banks and its influence
over reserve requirements to which member banks are subject.  We cannot predict
the nature or impact of future changes in monetary and fiscal policies.

                                  LEGAL MATTERS

     The validity of the issuance of the shares of the common stock offered
hereby will be passed upon for us by Morris Manning & Martin LLP, Atlanta,
Georgia.

                                     EXPERTS

     Our financial statements at July 31, 2004, and for the period from February
12, 2004 (inception) until July 31, 2004, have been audited by Nichols, Cauley &
Associates, L.L.C., Atlanta, Georgia (the "Accountant"), independent certified
public accountants, as stated in the Accountants' report appearing elsewhere
herein, and have been so included in reliance on the report of such firm given
upon the Accountant's authority as an expert in accounting and auditing.

                            REPORTS TO SHAREHOLDERS

     We are not a reporting company as defined by the SEC.  We will furnish our
shareholders with annual reports containing audited financial information for
each fiscal year and will distribute quarterly reports for the first three
quarters of each fiscal year containing unaudited summary financial information.
Our fiscal year ends on December 31.

                             ADDITIONAL INFORMATION

     We have filed with the SEC a Registration Statement under the Securities
Act of 1933 with respect to the common stock offered hereby.  This prospectus
does not contain all of the information set forth in the registration statement,
certain parts of which are omitted in accordance with the rules and regulations
of the SEC.  For further information with respect to us and the common stock,


                                        53
<PAGE>
reference is made to the registration statement and the exhibits thereto.
Copies of the registration statement may be obtained at prescribed rates from
the public reference facilities of the Securities and Exchange Commission,
Public Reference Room, 450 Fifth Street, N.W., Washington, DC 20549, or by
calling 1-800-SEC-0330.  The SEC maintains a World Wide Web site at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding registrants, such as Hometown Community Bancshares,
that file electronically with the SEC.

     We and our organizers have filed or will file various applications with the
Federal Deposit Insurance Corporation, the Federal Reserve Bank of Atlanta, and
the Georgia Department of Banking and Finance.  Prospective investors should
rely only on information contained in this prospectus and in our related
registration statement in making an investment decision.  To the extent that
other available information not presented in this prospectus, including
information in public files and records maintained by the Federal Deposit
Insurance Corporation, the Federal Reserve Bank of Atlanta, and the Georgia
Department of Banking and Finance, is inconsistent with information presented in
this prospectus, such other information is superseded by the information
presented in this prospectus.  Projections appearing in the applications were
based on assumptions that we or the organizers believed were reasonable, but as
to which no assurances can be made.  We specifically disaffirm those projections
for purposes of this prospectus and cautions prospective investors against
placing any reliance on them for purposes of making an investment decision.


                                        54
<PAGE>
                                                                     APPENDIX F


                      HOMETOWN COMMUNITY BANCSHARES, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                             FINANCIAL STATEMENTS

                                JULY 31, 2004




                                     F-1
<PAGE>
                                                                     APPENDIX F


                      HOMETOWN COMMUNITY BANCSHARES, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL REPORT

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

                                                                PAGE
                                                                ----
        INDEPENDENT AUDITOR'S REPORT                             F-3

        FINANCIAL STATEMENTS
           Balance Sheet                                         F-4
           Statement of Operations                               F-5
           Statement of Stockholders' Deficit                    F-6
           Statement of Cash Flow                                F-7
           Notes to Financial Statements                         F-8




                                    F-2
<PAGE>
                                                                     APPENDIX F

[LOGO OF NICHOLS, CAULEY
  & ASSOCIATES, LLC]


                [LETTERHEAD OF NICHOLS, CAULEY & ASSOCIATES, LLC]


                       INDEPENDENT AUDITOR'S REPORT


To the Organizers
Hometown Community Bancshares, Inc. (A Development Stage Company)
Braselton, Georgia


We have audited the accompanying balance sheet of Hometown Community Bancshares,
Inc. (a development stage company) as of July 31, 2004, and the related
statements of operations, stockholders' deficit, and cash flows for the period
May 12, 2004 (inception), to July 31, 2004. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Hometown Community Bancshares,
Inc. as of July 31, 2004, and the results of its operations and its cash flows
from May 12, 2004 (inception), to July 31, 2004, in conformity with United
States generally accepted accounting principles.


/s/Nichols, Cauley & Associates, LLC


Atlanta, Georgia
August 31, 2004


Reply to:  2970 Clairmont Road, NE
           Atlanta, GA  30329-4440
           800-823-1224
           Fax 404-214-1302
           atlanta@nicholscauley.com


                                       F-3
<PAGE>
                                                                     APPENDIX F


                      HOMETOWN COMMUNITY BANCSHARES, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                                BALANCE SHEET

                                JULY 31, 2004


ASSETS
------

   Cash                                                         $     778
   Other assets                                                     5,000
                                                                ---------
      Total assets                                              $   5,778
                                                                =========

LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------

LIABILITIES
   Line of credit                                               $  42,500
   Other liabilities                                               39,521
                                                                ---------
      Total liabilities                                            82,021
                                                                ---------
STOCK HOLDERS' DEFICIT
   Common stock, 10,000,000 shares authorized,
    $.01 par value, 5,000 shares issued and outstanding                50
   Special stock, 1,000,000 share of authorized, no par
    value, no shares issued or outstanding                            --
   Paid-in-capital                                                 49,950
   Deficit accumulated during the development stage              (126,243)
                                                                ---------
      Total stockholders' deficit                                 (76,243)
                                                                ---------
      Total liabilities and stockholders' deficit               $   5,778
                                                                =========



See accompanying independent auditors' report and notes to financial statements.


                                       F-4
<PAGE>
                                                                     APPENDIX F


                        HOMETOWN COMMUNITY BANCSHARES, INC.
                           (A DEVELOPMENT STAGE COMPANY)

                              STATEMENT OF OPERATIONS

                         FOR THE PERIOD FROM MAY 12, 2004,
                        DATE OF INCEPTION, TO JULY 31, 2004


Expenses:
   Professional and consulting fees                             $ 113,960
   Other operating expenses                                        12,283
                                                                ---------
      Total expenses                                              126,243
                                                                ---------
      Net loss and deficit accumulated
       during the development stage                             $(126,243)
                                                                =========


See accompanying independent auditors' report and notes to financial statements.


                                       F-5
<PAGE>
                                                                     APPENDIX F


                        HOMETOWN COMMUNITY BANCSHARES, INC.
                           (A DEVELOPMENT STAGE COMPANY)

                        STATEMENT OF STOCKHOLDERS' DEFICIT

                         FOR THE PERIOD FROM MAY 12, 2004,
                        DATE OF INCEPTION, TO JULY 31, 2004


                             Common               Deficit Accumulated
                              Stock     Paid-in        during the
                            Par Value   Capital    Development Stage   Total
                            ---------   -------    -----------------   -----

Issuance of Common
   Stock                       $ 50     $ 49,950       $    --        $  50,000

Net Loss                        --         --           (126,243)      (126,243)
                               ----     --------       ---------      ---------

Balance, July 31, 2004         $ 50     $ 49,950       $(126,243)     $ (76,243)
                               ====     ========       =========      =========



See accompanying independent auditors' report and notes to financial statements.


                                       F-6
<PAGE>
                                                                     APPENDIX F


                         HOMETOWN COMMUNITY BANCSHARES, INC.
                           (A DEVELOPMENT STAGE COMPANY)

                              STATEMENT OF CASH FLOWS

                         FOR THE PERIOD FROM MAY 12, 2004,
                        DATE OF INCEPTION, TO JULY 31, 2004


CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                     $ (126,243)
   Adjustments to reconcile net loss to net
    cash provided by operating activities:
      Increases in other assets                                     (5,000)
      Increases in other liabilities                                39,521
                                                                ----------
      Net cash used in operating activities                        (91,722)
                                                                ----------

CASH FLOWS FROM INVESTING ACTIVITIES                                  --
                                                                ----------
CASH FLOWS FROM FINANCING ACTIVITIES
   Advances from line of credit                                     42,500
   Proceeds from issuance of common stock                           50,000
                                                                ----------
      Net cash provided by financing activities                     92,500
                                                                ----------

      Net increase in cash                                             778
      Cash at inception                                               --
                                                                ----------

      Cash at July 31, 2004                                     $      778
                                                                ==========



See accompanying independent auditors' report and notes to financial statements.


                                       F-7
<PAGE>
                                                                     APPENDIX F


                        HOMETOWN COMMUNITY BANCSHARES, INC.
                           (A DEVELOPMENT STAGE COMPANY)

                           NOTES TO FINANCIAL STATEMENTS
                                  JULY 31, 2004


1.   ORGANIZATION
     ------------

     Hometown Community Bancshares, Inc. (the "Bank") is preparing an
     application to operate as a bank holding company organized under the laws
     of the State of Georgia and through its wholly owned subsidiary (proposed)
     Hometown Community Bank to conduct a general banking business in Jackson
     County, Georgia. The Bank's applications to the Georgia Department of
     Banking and Finance and the Federal Deposit Insurance Corporation (FDIC)
     are in process of being prepared. If approved the Bank will be an insured
     bank and a member of the Bank Insurance Fund.

     The Bank is a development stage enterprise as defined by Statement of
     Financial Accounting Standards No. 7, Accounting and Reporting by
     Development Stage Enterprises, as it devotes substantially all its efforts
     to establishing a new business.  The Bank's planned principal operations
     have not commenced and revenue has not been recognized from the planned
     principal operations.

     Activities since inception have consisted primarily of the Bank's
     organizers engaging in organizational and preopening activities necessary
     to prepare the applications for regulatory approvals and to prepare to
     commence business as a financial institution.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     ------------------------------------------

     Basis of Presentation
     ---------------------

     The financial statements have been prepared on the accrual basis in
     accordance with generally accepted accounting principles.

     Organization and Stock Offering Costs
     -------------------------------------

     Organization costs have been expensed as incurred in accordance with
     Statement of Position 98-5, Reporting on the Costs of Start-Up Activities.
     Stock offering costs are expected to be incurred for organization costs and
     stock offering costs.


                                       F-8
<PAGE>
                                                                     APPENDIX F


                       HOMETOWN COMMUNITY BANCSHARES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                                  JULY 31, 2004


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     ------------------------------------------

     Use of Estimates
     ----------------

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

     Income Taxes
     ------------

     The Bank will be subject to Federal and state income taxes when taxable
     income is generated. No income taxes have been accrued because of operating
     losses incurred during the preopening period.

     Fiscal Year
     -----------

     The Bank will adopt a calendar year for both financial reporting and tax
     reporting purposes.

     Cash and Cash Equivalents
     -------------------------

     For purposes of the statement of cash flows the Bank considers all liquid
     assets with a maturity of less than three months to be cash and cash
     equivalents.


3.   RELATED PARTY TRANSACTIONS
     --------------------------

     To facilitate payment of debts and to continue the preopening activities,
     the Organizers formed HBB, LLC (the "Partnership"). The Partnership was
     funded by initial capital contributions to the LLC that were transferred
     to Hometown Community Bancshares, Inc. upon its formation. The initial
     capital contributions were for the purpose of paying organizational and
     preopening expenses on behalf of the Bank and expenses of the proposed
     common stock offering until the Bank could establish a line of credit to
     fund the additional expenses.

     The Bank has received an initial line of credit that is guaranteed by the
     organizing directors.


                                       F-9
<PAGE>
                                                                     APPENDIX F


                        HOMETOWN COMMUNITY BANCSHARES, INC.
                           (A DEVELOPMENT STAGE COMPANY)

                           NOTES TO FINANCIAL STATEMENTS
                                  JULY 31, 2004

4.   COMMITMENTS
     -----------

     The Bank and its predecessor partnership, HBB, LLC have entered into legal
     and consulting contracts for professional services rendered and to be
     rendered in conjunction with regulatory filings, stock issuance and other
     services necessary in the development stage of the Bank. The total
     obligation under these contracts is $270,000 of which $116,079 had been
     expensed at July 31, 2004.

5.   INCOME TAXES
     ------------

     There is no current income tax provision (benefits). Deferred income tax
     assets and liabilities are determined using the liability (or balance
     sheet) method. Under this method, the net deferred tax asset or liability
     is determined based on the tax effects of the differences between the book
     and tax bases of the various balance sheet assets and liabilities and gives
     current recognition to changes in tax rates and laws. At July 31, 2004, the
     Bank's deferred tax assets have been reduced to $-0- by a valuation
     allowance since the realization of these deferred tax assets is dependent
     on future taxable income.

6.   LINE OF CREDIT
     --------------

     The Bank has entered into a line of credit with $100,000 available for
     draws of which $42,500 had been drawn at July 31, 2004. The note bears
     interest at Wall Street Journal rate minus .5%. The note is guaranteed by
     the shareholders and secretary of the Bank.

7.   SUBSEQUENT EVENTS
     -----------------

     The Bank has entered into a contract with its Vice-Chairman to serve as a
     consultant to the Board of Directors for 2 years beginning August 2004 at
     an amount of $5,000 per month.

     Subsequent to July 31, 2004 two additional shareholders/directors each
     purchased 1,000 shares of common stock at $10 per share.

     The line of credit was increased to $250,000.


                                       F-10
                                                                    APPENDIX A


                       HOMETOWN COMMUNITY BANCSHARES, INC.


                      SUBSCRIPTION AND INVESTMENT AGREEMENT



Hometown Community Bancshares, Inc.
74 Lagree Duck Road
Braselton, Georgia 30517

Ladies and Gentlemen:

     You have informed me that Hometown Community Bancshares, Inc., a Georgia
corporation (the "Company"), is offering up to 1,200,000 shares of its Common
Stock, par value $.01 per share (the "Common Stock"), at a price of $10.00 per
share payable as provided herein and as described in and offered pursuant to
the Prospectus furnished with this Subscription and Investment Agreement to the
undersigned (the "Prospectus").

     1.   SUBSCRIPTION.  Subject to the terms and conditions hereof, the
undersigned hereby tenders this subscription, together with payment in United
States currency by check, bank draft, or money order payable to "Nexity Bank,
NA, Escrow Account for Hometown Community Bancshares, Inc." the amount indicated
below (the "Funds"), representing the payment of $10.00 per share for the number
of shares of Common Stock indicated below.  The total subscription price must be
paid at the time the Subscription and Investment Agreement is executed.

     2.   ACCEPTANCE OF SUBSCRIPTION.  It is understood and agreed that the
Company shall have the right to accept or reject this subscription in whole or
in part, for any reason whatsoever.  The Company may reduce the number of shares
for which the undersigned has subscribed, indicating acceptance of less than all
of the shares subscribed on its written form of acceptance.

     3.   ACKNOWLEDGMENTS.  The undersigned hereby acknowledges that he or she
has received a copy of the Prospectus.  This Subscription and Investment
Agreement creates a legally binding obligation and the undersigned agrees to be
bound by the terms of this Subscription and Investment Agreement.

     4.   REVOCATION.  The undersigned agrees that once this Subscription and
Investment Agreement is tendered to the Company, it may not be withdrawn and
that the Subscription and Investment Agreement shall survive the death or
disability of the undersigned.

     THE SHARES OF COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS OR
DEPOSITS ACCOUNTS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.


                                        A-1
<PAGE>
                                                                    APPENDIX A


     Please indicate in the space provided below the exact name or names and
address in which the stock certificate representing shares subscribed for
hereunder should be registered.


__________________________________          _________________________________
Number of Shares Subscribed for             Name or Names of Subscribers
(minimum 1,000 shares)                      (Please Print)


$_________________________________          _________________________________
Total Subscription Price at $10.00          Please indicate form of ownership
per share (funds must be enclosed)          desired (individual, joint tenants
                                            with right of survivorship, tenants
                                            in common, trust, corporation,
                                            partnership, custodian, etc.)



Date: ____________________________          _________________________________
                                            Signature of Subscriber(s)*



_________________________________           _________________________________
Social Security Number or                   Signature of Subscriber(s)*
Federal Taxpayer Identification Number


                                            Street (Residence) Address:

                                            _________________________________

                                            _________________________________

                                            _________________________________
                                            City, State and Zip Code

     *When signing as attorney, trustee, administrator, or guardian, please give
your full title as such.  If a corporation, please sign in full corporate name
by president or other authorized officer.  In the case of joint tenants or
tenants in common, each owner must sign.

                      FEDERAL INCOME TAX BACKUP WITHHOLDING

     In order to prevent the application of federal income tax backup
withholding, each subscriber must provide the Escrow Agent with a correct
Taxpayer Identification Number ("TIN").  An individual's social security number
is his or her TIN.  The TIN should be provided in the space provided in the
Substitute Form W-9, which is set forth below.

     Under federal income tax law, any person who is required to furnish his or
her correct TIN to another person, and who fails to comply with such
requirements, may be subject to a $50 penalty imposed by the IRS.


                                        A-2
<PAGE>
                                                                    APPENDIX A


     Backup withholding is not an additional tax.  Rather, the tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld.  If backup withholding results in an overpayment of taxes, a refund
may be obtained from the IRS.  Certain taxpayers, including all corporations,
are not subject to these backup withholding and reporting requirements.

     If the shareholder has not been issued a TIN and has applied for a TIN or
intends to apply for a TIN in the near future, "Applied For" should be written
in the space provided for the TIN on the Substitute Form W-9.

                                  SUBSTITUTE FORM W-9

     Under penalties of perjury, I certify that:  (i) The number shown on this
form is my correct Taxpayer Identification Number (or I am waiting for a
Taxpayer Identification Number to be issued to me), and (ii) I am not subject
to backup withholding because:  (a) I am exempt from backup withholding; or (b)
I have not been notified by the Internal Revenue Service ("IRS") that I am
subject to backup withholding as a result of a failure to report all interest
or dividends; or (c) the IRS has notified me that I am no longer subject to
backup withholding.

     You must cross out item (ii) above if you have been notified by the IRS
that you are subject to backup withholding because of underreporting interest
or dividends on your tax return.  However, if after being notified by the IRS
that you were subject to backup withholding you received another notification
from the IRS that you are not longer subject to backup withholding, do not cross
out item (ii).

     Each subscriber should complete this section.


__________________________________          _________________________________
Signature of Subscriber                     Signature of Subscriber


__________________________________          _________________________________
Printed Name                                Printed Name


__________________________________          _________________________________
Social Security or Taxpayer/Employer        Social Security or Taxpayer/Employer
Identification No.                          Identification No.


TO BE COMPLETED BY THE COMPANY:


Accepted as of ___________________, 20__, as to _______ares.


HOMETOWN COMMUNITY BANCSHARES, INC.


By:  ___________________________________
     Sean Childers
     President and Chief Executive Officer


                                        A-3
<PAGE>
==============================================

No dealer, salesperson or other person
has been authorized to give any information
or to make any representations other than
those contained in this Prospectus in
connection with the offer made hereby.  If
given or made, such information and
representations must not be relied upon as
having been authorized by us.  This
Prospectus does not constitute an offer to
sell or solicitation of an offer to buy any
of the securities offered hereby in any
jurisdiction to any person to whom it is
unlawful to make such offer in such
jurisdiction.  Neither the delivery of this
Prospectus nor any sale made hereunder at
any time shall under any circumstances
create any implication that the information
herein is correct at any time after the date
hereof.
     _______________________________

            TABLE OF CONTENTS

                                         Page
Prospectus Summary.........................2
Risk Factors...............................5
Hometown Community Bancshares and
  Hometown Community Bank..................9
The Offering..............................10
Use of Proceeds...........................13
Capitalization............................15
Selected Financial Data...................16
Dividend Policy...........................16
Proposed Business.........................16
Management's Discussion and
  Analysis of Financial Condition
  and Results of Operations...............24
Management................................25
Description of Capital Stock of
  Hometown Community Bancshares...........32
Supervision and Regulation................34
Legal Matters.............................44
Experts...................................44
Reports to Shareholders...................44
Additional Information....................45
Financial Statements.....................F-1
Subscription and Investment Agreement....A-1

     _______________________________

   Until __________, 2004, all dealers
effecting transactions in these securities,
whether or not participating in this offering,
may be required to deliver a prospectus.  This
is in addition to the obligation of dealers to
deliver a prospectus when acting as
underwriters and with respect to their unsold
allotments or subscriptions.


==============================================


<PAGE>
==============================================


               1,200,000 Shares


     HOMETOWN COMMUNITY BANCSHARES, INC.
       A Proposed Holding Company For









                Common Stock

         _________________________

                 PROSPECTUS
         _________________________




           September __, 2004

==============================================


<PAGE>
                                        PART II
                       INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13.  Other Expenses of Issuance and Distribution.

     Estimated expenses (other than underwriting commissions) of the sale of
the shares of common stock are as follows:

     Registration Fee.....................................   $1,520.40
     Blue Sky Fees and Expenses...........................  $10,979.60
     Printing and Engraving...............................  $14,000.00
     Legal Fees and Expenses..............................  $25,000.00
     Accounting Fees and Expenses.........................   $7,000.00
     Consulting Fees and Expenses.........................  $75,000.00
     Escrow Agent Fees....................................   $1,500.00
     Miscellaneous Disbursements..........................   $5,000.00
                                                           -----------
        TOTAL EXPENSES                                     $140,000.00
                                                           ===========


ITEM 14.  Indemnification of Directors and Officers.

     The Bylaws of Hometown Community Bancshares require us to indemnify any
person who was, is, or is threatened to be made a named defendant or respondent
in any threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative, by reason of service by such
person as a director of Hometown Community Bancshares or Hometown Community Bank
or any other corporation which he served as such at the request of Hometown
Community Bancshares.  Except as noted in the next paragraph, directors are
entitled to be indemnified against judgments, penalties, fines, settlements, and
reasonable expenses actually incurred by the director in connection with the
proceeding.  Directors are also entitled to have Hometown Community Bancshares
advance any such expenses prior to final disposition of the proceeding, upon
delivery of a written affirmation by the director of his good faith belief that
the standard of conduct necessary for indemnification has been met and a written
undertaking to repay the amounts advanced if it is ultimately determined that
the standard of conduct has not been met.

     Under the Bylaws, indemnification will be disallowed if it is established
that the director (i) appropriated, in violation of his duties, any business
opportunity of Hometown Community Bancshares, (ii) engaged in willful misconduct
or a knowing violation of law, (iii) permitted any unlawful distribution, or
(iv) derived an improper personal benefit.  In addition to the Bylaws of
Hometown Community Bancshares, Section 18-2-852 of the Georgia Business
Corporation Code (the "Corporate Code") requires that a corporation indemnify a
director who is wholly successful, on the merits or otherwise, in the defense
of any proceeding to which he or she was a party because he or she is or was a
director of the corporation against reasonable expenses incurred by the director
in connection with the proceeding.  The Corporate Code also provides that upon
application of a director a court may order indemnification if it determines
that the director is entitled to such indemnification under the applicable
standard of the Corporate Code.


                                   II-1
<PAGE>
     The Board of Directors also has the authority to extend to officers,
employees and agents the same indemnification rights held by directors, subject
to all of the accompanying conditions and obligations.  The Board of Directors
has extended or intends to extend indemnification rights to all of its executive
officers.

     Hometown Community Bancshares has the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of Hometown Community Bancshares against any liability asserted against
him or incurred by him in any such capacity, whether or not Hometown Community
Bancshares would have the power to indemnify him against such liability under
the bylaws.


ITEM 15.  Recent Sales of Unregistered Securities.

     On June 5, 2004, we issued 5,000 shares of the Common Stock of Hometown
Community Bancshares to five of the organizers in a limited offering exempt
under Section 4(2) of the Securities Act for an aggregate consideration of
$50,000.  On August 13, 2004, we issued 1,000 shares of the Common Stock of
Hometown Community Bancshares to an additional organizer in a limited offering
exempt under Section 4(2) of the Securities Act for the consideration of
$10,000.  On August 20, 2004, we issued 1,000 shares of the Common Stock of
Hometown Community Bancshares to an additional organizer in a limited offering
exempt under Section 4(2) of the Securities Act for the consideration of
$10,000.  No underwriters were involved and no underwriting commissions or
discounts were paid.


ITEM 16.  Exhibits and Financial Statement Schedules.

     (a)      Exhibits.
              ---------
     3.1.     Articles of Incorporation.
     3.2.     Bylaws.
     4.1.     See exhibits 3.1 and 3.2 for provisions of Hometown Community
              Bancshares' Articles of Incorporation and Bylaws Defining the
              Rights of Shareholders.
     5.1.     Opinion of Morris, Manning, & Martin, LLP, Counsel to the
              Registrant, as to the legality of the shares being registered.
    10.1.     Employment Agreement by and between Hometown Community Bancshares
              and Sean Childers, dated September 1, 2004.
    10.2.     Form of Escrow Agreement by and between Nexity Bank, NA and
              Hometown Community Bancshares.
    10.3.     Consulting Agreement by and between Hometown Community Bancshares
              and Ted Murphy, dated August 16, 2004.
    10.4      Option Agreement by and between Hometown Community Bancshares and
              Dunhill Developers, LLC, dated September 2, 2004.
    23.1.     Consent of Nichols, Cauley & Associates, L.L.C.
    23.2.     Consent of Morris, Manning, & Martin, LLP (included in Exhibit
              5.1).
    24.1.     Powers of Attorney (included on signature page).

     (b)      Financial Statement Schedules.
              ------------------------------


                                   II-2
<PAGE>
              None.


ITEM 17.  Undertakings.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of Hometown Community Bancshares pursuant to the provisions described in
Item 14 above, or otherwise, Hometown Community Bancshares has been advised that
in the opinion of the Securities and Exchange Commission (the "SEC") such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by Hometown Community Bancshares of
expenses incurred or paid by a director, officer or controlling person of
Hometown Community Bancshares in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, Hometown Community Bancshares
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

     The undersigned registrant hereby undertakes:

     (1)   To file, during any period in which offers or sales are being made,
           a post-effective amendment to this registration statement:

             (i)   To include any prospectus required by Section 10(a)(3) of the
                   Act;
            (ii)   To reflect in the prospectus any facts or events arising
                   after the effective date of the registration statement (or
                   the most recent post-effective amendment thereof) which,
                   individually or in the aggregate, represent a fundamental
                   change in the information set forth in the registration
                   statement.  Notwithstanding the foregoing, any increase or
                   decrease in volume of securities offered (if the total dollar
                   value of securities offered would not exceed that which was
                   registered) and any deviation from the low or high end of the
                   estimated maximum offering range may be reflected in the form
                   of prospectus filed with the SEC pursuant to Rule 424(b) if,
                   in the aggregate, the changes in volume and price represent
                   no more than 20 percent change in the maximum aggregate
                   offering price set forth in the "Calculation of Registration
                   Fee" table in the effective registration statement; and
           (iii)   To include any material information with respect to the plan
                   of distribution not previously disclosed in the registration
                   statement or any material change to such information in the
                   registration statement.

     (2)   That, for the purpose of determining any liability under the Act,
           each such post-effective amendment shall be deemed to be a new
           registration statement relating to the securities offered therein,
           and the offering of such securities at that time shall be deemed to
           be the initial bona fide offering thereof.


                                   II-3
<PAGE>
     (3)   To remove from registration by means of a post-effective amendment
           any of the securities being registered which remain unsold at the
           termination of the offering.


                                   II-4
<PAGE>
                                 SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Braselton, State of
Georgia, on September 14, 2004.

                                  HOMETOWN COMMUNITY BANCSHARES, INC.


                                  By:  /s/ C. Sean Childers
                                       -------------------------------------
                                       C. Sean Childers
                                       President and Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints C. Sean Childers and Robert M. Martin, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that each of said attorney-in-fact
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

       Signature                            Title                         Date
/s/ Amyn A. Meghani             Chairman of the Board         September 14, 2004
------------------------------
Amyn A. Meghani


/s/ C. Sean Childers            President, Chief Executive    September 14, 2004
------------------------------  Officer and Director
C. Sean Childers                [Principal Executive Officer,
                                Principal Financial Officer
                                and Principal Accounting Officer]

/s/ Martha Martin               Director                      September 14, 2004
------------------------------
Martha Martin

/s/ Dr. Terry H. Elrod          Director                      September 14, 2004
------------------------------
Dr. Terry H. Elrod

/s/ Chandra Kant I. "CK" Patel  Director                      September 14, 2004
------------------------------
Chandra Kant I. "CK" Patel

/s/ Melvin "Monk" Tolbert       Director                      September 14, 2004
------------------------------
Melvin "Monk" Tolbert


/s/ Ted A. Murphy               Vice Chairman of the Board    September 14, 2004
------------------------------
Ted A. Murphy


                                   II-5
<PAGE>
                                EXHIBIT INDEX
                                -------------

    3.1.     Articles of Incorporation.
    3.2.     Bylaws.
    4.1.     See exhibits 3.1 and 3.2 for provisions of Hometown Community
             Bancshares' Articles of Incorporation and Bylaws Defining the
             Rights of Shareholders.
    5.1.     Opinion of Morris Manning & Martin LLP, Counsel to the Registrant,
             as to the legality of the shares being registered.
   10.1.     Employment Agreement by and between Hometown Community Bancshares
             and Sean Childers, dated September 1, 2004.
   10.2.     Form of Escrow Agreement by and between Nexity Bank, NA and
             Hometown Community Bancshares.
   10.3.     Consulting Agreement by and between Hometown Community Bancshares
             and Ted Murphy, dated August 16, 2004.
   10.4.     Option Agreement by and between Hometown Community Bancshares and
             Dunhill Developers, LLC, dated September 2, 2004.
   23.1.     Consent of Nichols, Cauley & Associates, L.L.C
   23.2.     Consent of Morris Manning & Martin LLP (included in Exhibit 5.1).
   24.1.     Powers of Attorney (included on signature page).
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{"company-data": {"conformed-name": "Hometown Community Bancshares, Inc.", "cik": "0001302369", "irs-number": "200714112", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-1", "act": "33", "file-number": "333-118982", "film-number": "041030263"}, "business-address": {"street1": "P.O. BOX 218", "city": "BRASELTON", "state": "GA", "zip": "30517", "phone": "706-654-3199"}, "mail-address": {"street1": "P.O. BOX 218", "city": "BRASELTON", "state": "GA", "zip": "30517"}}
As filed with the Securities and Exchange Commission on September 14, 2004.

                                                  Registration No. 333-______

===============================================================================
                               UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

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

                                 FORM S-1
                         REGISTRATION STATEMENT
                     UNDER THE SECURITIES ACT OF 1933

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

                    HOMETOWN COMMUNITY BANCSHARES, INC.
          (Exact name of registrant as specified in its charter)

        Georgia                     6021                       20-0714112
        -------                    ------                      ----------
    (State or other          (Primary Standard              (I.R.S. Employer
    jurisdiction of             Industrial                  Identification No.)
     incorporation             Classification
    or organization)            Code Number)

                                PO Box 218
                           Braselton, GA 30517
                             (706) 654-3199
       (Address including zip code, and telephone number including area
              code, of registrant's principal executive offices)
                          _____________________

                            C. Sean Childers
                  President and Chief Executive Officer
                   Hometown Community Bancshares, Inc.
                               PO Box 218
                           Braselton, GA 30517
                             (706) 654-3199
   (Name, address including zip code, and telephone number, including area
                     code, of agent for service)
                           _____________________

      Copies of all communications, including copies of all communications
               sent to agent for service, should be sent to:

                          Larry W. Shackelford, Esq.
                       Morris, Manning & Martin, L.L.P.
                         1600 Atlanta Financial Center
                           3343 Peachtree Road, N.E.
                            Atlanta, Georgia 30326
                                (404) 233-7000
                              (404) 365-9532 (Fax)

     Approximate date of commencement of proposed sale to the public:  As soon
as practicable after this Registration Statement becomes effective.

     If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box.   X
                                   ---

     If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering.     333-__________.
                                               --

     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.     333-__________.
                        --

     If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.     333-__________.
                        --

     If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box.
                          ----

                         CALCULATION OF REGISTRATION FEE
===============================================================================
                                                   Proposed
                                        Proposed    Maximum
                                        Maximum    Aggregate
  Title of Each Class    Amount to      Offering    Offering      Amount of
  of Securities to be       be           Price       Price       Registration
      Registered        Registered      Per Unit      (1)            Fee
-------------------------------------------------------------------------------
  Common Stock,
   $.01 par value    Up to 1,200,000     $10.00    $12,000,000    $1,520.40

===============================================================================

(1)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(a) under the Securities Act of 1933.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SUCH SECTION 8(A),
MAY DETERMINE.

===============================================================================
The information in this prospectus is not complete and may be changed.  We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective.  This prospectus is not an
offer to sell these securities and is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
PROSPECTUS                      Subject to Completion, dated September 14, 2004
   2004

                      HOMETOWN COMMUNITY BANCSHARES, INC.
                        A Proposed Holding Company For

                 Maximum of 1,200,000 Shares of Common Stock
                  Minimum of 800,000 Shares of Common Stock

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

     This Prospectus relates to our offer for sale of a minimum of 800,000 and
a maximum of 1,200,000 shares of our common stock.  We will use the proceeds of
the sale of the shares to capitalize HOMETOWN COMMUNITY BANK (Proposed), a new
bank being organized by us and our organizers.  Our organizers filed an
application to organize Hometown Community Bank as a Georgia banking association
with the Georgia Department of Banking and Finance and an application for
deposit insurance with the Federal Deposit Insurance Corporation on September 7,
2004.

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

     These securities have not been approved or disapproved by the Securities
and Exchange Commission or any state securities commission nor has the
Commission or any state securities commission passed upon the accuracy or
adequacy of this prospectus.  Any representation to the contrary is a criminal
offense.  The shares of common stock offered hereby are not deposits or savings
accounts or savings deposits and are not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other governmental agency.

================================================================================
                                                                   Net Proceeds
                                              Underwriting         to Hometown
                              Price to        Discounts and         Community
                             Public (1)      Commissions (2)      Bancshares (3)
--------------------------------------------------------------------------------
Per Share                     $10.00              None               $10.00
--------------------------------------------------------------------------------
Total   (Minimum)           $8,000,000            None             $8,000,000
        (Maximum)          $12,000,000            None            $12,000,000
================================================================================

(1)   We have established the offering price arbitrarily.  See "Risk Factors -
      Because the Offering Price Was Determined Solely by Our Board of Directors
      Without Negotiation With an Underwriter, There is No Assurance That the
      Price is Fair."
(2)   This offering is expected to be made on our behalf solely by certain of
      our directors and executive officers, to whom no commission or other
      compensation will be paid on account of such activity, although they will
      be reimbursed for reasonable expenses incurred in the offering.  We
      believe such participating executive officers and directors will not be
      deemed brokers under the Securities Exchange Act of 1934 based on reliance
      on Rule 3a4-1 of the Exchange Act.
(3)   Before deducting expenses related to this offering, estimated to be
      approximately $140,000.  See "Use of Proceeds - By Hometown Community
      Bancshares."

     Investment in these securities involves significant risk.  See "Risk
Factors" on page 5.  After completion of the offering, but prior to our
obtaining all final regulatory approvals for Hometown Community Bank to commence
banking operations and receive its charter, it is possible that Hometown
Community Bank may not be able to commence banking operations, and in such event
upon liquidation of Hometown Community Bancshares shareholders could receive
less than their original subscription price.  See "Risk Factors - If the Minimum
Offering Amount is Raised and the Funds are Released from Escrow but the Net
Offering Proceeds are Returned to Investors, Investors Will Receive Less Than
Their Full Subscription Amount."
This is a "best efforts" offering by us, and we will terminate it upon the
sale of 1,200,000 shares or March 31, 2005, whichever occurs first, unless the
offering is extended, in our sole discretion, for additional periods ending no
later than September 30, 2005.  We reserve the right to terminate the offering
at any time after the sale of the minimum offering of 800,000 shares.

     This prospectus sets forth information that a prospective investor should
know about Hometown Community Bancshares and Hometown Community Bank before
investing.  Prospective investors should carefully review this prospectus before
subscribing for shares.  Subscribers must warrant in the subscription agreement
by which they subscribe for shares that they have received a copy of this
prospectus.  See "The Offering - How to Subscribe."  We have established a
minimum subscription of 1,000 shares.  However, we reserve the right to waive
this limit without notifying any subscriber.  Our organizers (together with
members of their immediate families) intend to purchase an aggregate of at least
141,500 shares (17.7% if the minimum number of shares is sold and 11.8% if the
maximum number is sold) of the common stock to be sold in the offering.  In
addition, the organizers reserve the right to purchase up to 100% of the shares
of stock being offered hereunder if necessary to complete the offering.

     We will deposit proceeds of the offering in an escrow account under the
control of Nexity Bank, NA, as escrow agent, pending receipt of subscriptions
and subscription proceeds for a minimum of 800,000 shares and satisfaction of
certain other conditions of the offering.  See "The Offering - Conditions of the
Offering and Release of Funds."  If the offering is terminated prior to
completion, we will promptly return subscription payments to subscribers.  Any
subscription proceeds accepted after satisfaction of the conditions set forth
above but before termination of this offering will not be deposited in escrow
but will be available for immediate use by us to fund offering and
organizational expenses and for working capital.

             The date of this Prospectus is _________ ____, 2004
PROSPECTUS SUMMARY

    The following summary is qualified in its entirety by the more detailed
             information contained elsewhere in this Prospectus.

  ---------------------------------------------------------------------------
 |       The shares of common stock offered hereby are not deposits or       |
 |  savings accounts or savings deposits and are not insured or guaranteed   |
 |  by the FDIC or any other governmental agency.                            |
  ---------------------------------------------------------------------------

                       HOMETOWN COMMUNITY BANCSHARES

     Hometown Community Bancshares, Inc. was incorporated under the laws of the
State of Georgia on May 12, 2004, primarily to hold all of the capital stock
of its proposed Georgia banking subsidiary, Hometown Community Bank (Proposed).
We may not acquire the capital stock of Hometown Community Bank without the
prior approval of the Federal Reserve Bank of Atlanta and the Georgia Department
of Banking and Finance (the "Georgia Department").  Hometown Community
Bancshares, Inc. will file an application for Federal Reserve and Georgia
Department approval once it obtains preliminary approval of the application for
the charter for Hometown Community Bank from the Georgia Department.  Hometown
Community Bancshares, Inc. initially will engage in no business other than
owning and managing Hometown Community Bank.  Our mailing address and telephone
number are currently PO Box 218, Braselton, Georgia 30517, (706) 654-3199.

                           HOMETOWN COMMUNITY BANK

     Hometown Community Bank is being formed to engage in a general commercial
banking business, emphasizing personalized banking services to independent
developers, contractors, subcontractors, and suppliers and homeowners, consumers
and small-to-medium businesses.   Our organizers filed an application with the
Georgia Department on September 7, 2004 to charter Hometown Community Bank as a
Georgia banking corporation.  The organizers also filed an application on
September 7, 2004 with the FDIC for insurance of the deposits of Hometown
Community Bank.  Hometown Community Bank may not conduct any banking business
until the Georgia Department grants final approval of Hometown Community Bank's
application and issues its charter and the FDIC grants it deposit insurance.
The issuance of a charter will depend, among other things, upon compliance with
certain legal requirements that may be imposed by the Georgia Department,
including initial capitalization of Hometown Community Bank of an amount which
we believe will be not less than $8,000,000.  In order to receive deposit
insurance, Hometown Community Bank must also comply with certain legal
requirements that may be imposed by the FDIC.  See "The Offering" and
"Supervision and Regulation."  Additionally, we must obtain the approval of
the Federal Reserve and the Georgia Department to become a bank holding company
before acquiring the capital stock of Hometown Community Bank.

     We believe that our market area represents a diverse market with a growing
population and economy and that the community will enthusiastically welcome and
support a new locally owned and operated commercial bank.  As a community bank,
Hometown Community Bank will be designed to serve the needs of local residents
and small- to medium-sized businesses within this growing economy by providing

                                          2
superior customer service.  Within 12-18 months of formation, Hometown Community
Bank plans to have two bank site locations within a mile radius of two major
interstate highways and adjacent to a single highway that will connect the
branches.  I-85 intersects Highway 53 in Braselton at exit 129.  I-985
intersects Highway 53 in Oakwood at exit 16.  Hometown Community Bank plans to
locate on Highway 53 in Braselton and Oakwood.  It is approximately 12 miles on
Highway 53 between I-85 in Braselton and I-985 in Oakwood.  The bank will market
its products and services to potential bank customers along this corridor and
its connector roads.   See "Proposed Business."

     Hometown Community Bank is being formed to take advantage of the growth in
this market area. On April 8, 2004, the U.S. Census Bureau released a study of
the one hundred fastest growing counties in America from April 1, 2000 to July
1, 2003.  All four of the counties that lie within our market, Barrow (41st),
Gwinnett (55th), Jackson (79th) and Hall (98th) are among the 100 fastest
growing counties in America.  According to the U.S. Census Bureau, the State of
Georgia grew 6.09% from April 1, 2000 to July 1, 2003. The counties of Barrow,
Gwinnett, Jackson and Hall grew 15.90%, 14.43%, 13.01% and 12.05%, respectively,
during this same time period.

     C. Sean Childers, the proposed President and Chief Executive Officer of
Hometown Community Bank and the current President and Chief Executive Officer
of Hometown Community Bancshares, has over thirteen years of experience in the
commercial banking industry.  Ted Murphy, Vice Chairman and consultant to
Hometown Community Bank, was employed over forty-five years in the commercial
banking industry and has over twenty-five years of experience as a bank's Chief
Executive Officer, President and Board member. We believe that Mr. Childers'
and Mr. Murphy's banking experience and the extensive business experience and
contacts of the organizers in the Braselton/Oakwood area should create immediate
business opportunities for Hometown Community Bank.  See "Management."  We are
presently engaged in completing the tasks necessary to open Hometown Community
Bank, although no assurances can be given that it will open for business or that
the projected opening date can be achieved.

     Our temporary offices are located at 74 Lagree Duck Road, Braselton,
Georgia 30517.  We currently plan for Hometown Community Bank to be located near
this office at the intersection of Highway 53 and New Cut Road.

                                THE ORGANIZERS

     The organizers of Hometown Community Bancshares and Hometown Community Bank
are Amyn A. Meghani, C. Sean Childers, Dr. Terry Elrod, Martha Martin, Ted
Murphy, C.K. Patel and Monk Tolbert.  Additional individuals may be added as
organizers, subject to regulatory approval.  All of the organizers are directors
of Hometown Community Bancshares and are expected to serve as directors of
Hometown Community Bank.  See "Management."

     Our organizers (together with members of their immediate families) intend
to purchase an aggregate of at least 141,500 shares (or 17.7% of the minimum
shares offered) of the common stock to be sold in this offering.  The organizers
may subscribe for up to 100% of the shares in the offering if necessary to help
us achieve the minimum subscription level necessary to release subscription
proceeds from escrow, and some organizers may decide to purchase additional
shares even if the minimum subscription amount has been achieved.  Any shares
purchased by the organizers in excess of their original commitment will be
purchased for investment and not with a view to the resale of such shares.
Because purchases by the organizers may be substantial, investors should not

                                        3
place any reliance on the sale of a specified minimum offering amount as an
indication of the merits of this offering or that an organizer's investment
decision is shared by unaffiliated investors.  See "The Offering" and
"Management."

                                    THE OFFERING

Security Offered            Common stock of Hometown Community Bancshares,
                            par value $.01 per share

Offering Price              $10.00 per share

Number of Shares Offered    Minimum:    800,000
                            Maximum:  1,200,000

Use of Proceeds             We will use the net proceeds of the offering (gross
                            proceeds less offering expenses, which are estimated
                            to be $140,000) to capitalize Hometown Community
                            Bank through the purchase of its capital stock,
                            subject to regulatory approval; to pay our
                            organizational expenses; and to provide working
                            capital.  We will use a minimum of $7,500,000 of the
                            net proceeds to capitalize Hometown Community Bank.
                            We plan to retain sums in excess of the minimum
                            necessary to capitalize Hometown Community Bank and
                            initially invest the sums in United States
                            government securities or as a deposit at Hometown
                            Community Bank.  We may be required by the Georgia
                            Department to capitalize Hometown Community Bank at
                            a level in excess of the minimum of $7,500,000, in
                            which case we would have to receive net proceeds in
                            the offering in excess of the minimum or obtain
                            additional capital from other sources.  If the
                            Georgia Department requires that Hometown Community
                            Bank be capitalized with an amount in excess of the
                            minimum of $8,000,000, we plan to seek additional
                            subscriptions up to the maximum subscription of
                            $12,000,000.  Hometown Community Bank will use the
                            capital received from the sale of its stock to us to
                            provide working capital to be used for business
                            purposes, including making loans and investments.
                            See "Use of Proceeds - By Hometown Community Bank."

Return of Less Than         If the conditions for releasing subscription funds
  Subscription Amount       from escrow are met and such funds are released but
                            final regulatory approval to commence banking
                            operations is not obtained from the Georgia
                            Department or the FDIC or Hometown Community Bank
                            does not open for any other reason, it is possible
                            that subscribers could be returned an amount less
                            than their original investment.  See "Risk Factors -
                            If the Minimum Offering Amount is Raised and the
                            Funds are Released from Escrow but the Net Offering
                            Proceeds are Returned to Investors, Investors Will
                            Receive Less Than Their Full Subscription Amount."

                                     4
Conditions to Offering      This offering will be terminated and all
                            subscription funds will be returned promptly to
                            subscribers unless on or before March 31, 2005 (or
                            such later date if we extend the offering for
                            additional periods not to extend beyond September
                            30, 2005), (i) we have accepted subscriptions and
                            payment in full for a minimum of 800,000 shares;
                             (ii) we have obtained approval of the Federal
                            Reserve and the Georgia Department to acquire the
                            capital stock of Hometown Community Bank and
                            thereafter to become a bank holding company; and
                             (iii) Hometown Community Bank has received
                            preliminary approval of its application for a
                            charter from the Georgia Department and of its
                            application for deposit insurance from the FDIC.
                            Subscription proceeds for shares will be deposited
                            promptly in an escrow account with Nexity Bank, NA,
                            as escrow agent under the terms of an escrow
                            agreement pending the satisfaction of the conditions
                            set forth above or the termination of the offering.
                            Subscriptions are binding on subscribers and may not
                            be revoked by subscribers except with our consent.
                            Any subscription proceeds accepted after
                            satisfaction of the conditions set forth above but
                            before termination of this offering will not be
                            deposited in escrow but will be available for our
                            immediate use to fund offering and organizational
                            expenses and for working capital.  See "The
                            Offering."

Plan of Distribution        Offers and sales of the common stock will be made on
                            our behalf primarily by certain of our executive
                            officers and directors.  The executive officers and
                            directors will receive no commissions or other
                            remuneration in connection with such activities, but
                            they will be reimbursed for reasonable expenses
                            incurred in the offering.

                                        5
RISK FACTORS

     An investment in the shares offered hereby involves certain risks.  A
subscription for shares should be made only after careful consideration of the
risk factors set forth below and elsewhere in this prospectus and should be
undertaken only by persons who can afford an investment involving such risks.
The shares of common stock offered hereby are not deposits or savings accounts
or savings deposits and are not insured or guaranteed by the FDIC or any other
governmental agency.

     IF THE MINIMUM OFFERING AMOUNT IS RAISED AND THE FUNDS ARE RELEASED FROM
ESCROW BUT THE NET OFFERING PROCEEDS ARE RETURNED TO INVESTORS, INVESTORS WILL
RECEIVE LESS THAN THEIR FULL SUBSCRIPTION AMOUNT.  The amounts paid by
subscribers in this offering will be held in escrow until (i) we have accepted
subscriptions and payment in full for a minimum of 800,000 shares; (ii) we have
obtained approval of the Federal Reserve and the Georgia Department to acquire
the capital stock of Hometown Community Bank and thereafter to become a bank
holding company; and (iii) Hometown Community Bank has received preliminary
approval of its application for a charter from the Georgia Department and of its
application for deposit insurance from the FDIC.  If these conditions are not
met by March 31, 2005, or by such subsequent date, not beyond September 30,
2005, to which we may extend the offering, we will promptly return in full all
subscriptions.  If these conditions are satisfied, the subscription amounts held
in escrow may be paid to us and shares issued to subscribers. Once we have met
the conditions for the offering, the escrow agreement will be terminated and any
subscription proceeds accepted after satisfaction of the conditions set forth
above but before termination of this offering will not be deposited in escrow
but will be available for immediate use by us to fund offering and
organizational expenses and for working capital.

     IF THE MINIMUM OFFERING AMOUNT IS RAISED AND THE FUNDS ARE RELEASED FROM
ESCROW BUT HOMETOWN COMMUNITY BANK DOES NOT OPEN BECAUSE NECESSARY REGULATORY
APPROVALS HAVE NOT BEEN OBTAINED, INVESTORS WILL RECEIVE LESS THAN THEIR FULL
SUBSCRIPTION AMOUNT.  Under the Georgia Department's policies, a newly chartered
state bank must open for business within two years of receipt of preliminary
approval of its application for a charter.  The Georgia Department's standard
conditions for opening a bank include, but are not limited to:  (i) raising
sufficient capital, (ii) forming the corporate body, and (iii) passing a pre-
opening examination.  The Georgia Department has substantial discretion in
determining whether all of the conditions to opening Hometown Community Bank
have been met.  In addition, the FDIC has substantial discretion in determining
whether Hometown Community Bank will be granted federal deposit insurance, which
is a prerequisite to Hometown Community Bank's opening.  Therefore, even if we
meet the conditions for release of the subscription funds from escrow, there is
no assurance that Hometown Community Bank will open for business.  If the
conditions for releasing subscription funds from escrow are met and such funds
are released but final regulatory approval to commence banking operations is not
obtained from the Georgia Department or the FDIC or Hometown Community Bank does
not open for any other reason, our board of directors intends to propose that
the shareholders approve a plan to liquidate Hometown Community Bancshares.
Upon such a liquidation, Hometown Community Bancshares would be dissolved and
our net assets (generally consisting of the amounts received in this offering
plus any interest earned thereon, less the amount of all costs and expenses
incurred by us, including the salary of our President and Chief Executive
Officer and other pre- opening expenses) would be distributed to the
shareholders.  In such event, we will have incurred numerous expenses related
to our organization and the organization of the Hometown Community Bank, and
the amount distributed to shareholders may be substantially less than the
subscription amount, and in an extreme case shareholders may not be returned
any amount.

                                         6
OUR LIMITED OPERATING HISTORY AND LACK OF INITIAL PROFITABILITY MAKE IT
DIFFICULT TO MAKE AN INVESTMENT DECISION WITH RESPECT TO OUR COMMON STOCK.
Hometown Community Bancshares and Hometown Community Bank currently are in the
organizational stage, and neither has any operating history.  As a consequence,
prospective purchasers of the shares have limited information on which to base
an investment decision.  As a bank holding company, our profitability will
depend upon Hometown Community Bank's operations.  Hometown Community Bank's
proposed operations are subject to the risks inherent in the establishment of
any new business and, specifically, of a new bank.  We expect that Hometown
Community Bank will incur substantial initial expenses and may not be profitable
for several years after commencing business, if ever.  Shareholders are likely
to experience additional dilution in the book value of the common stock due to
operating losses expected to be incurred during the initial years of Hometown
Community Bank's operations. See "Proposed Business" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

     DEPARTURE OF OUR KEY PERSONNEL MAY IMPAIR OUR OPERATIONS.  As a new
enterprise, we will be materially dependent on the performances of Sean
Childers, who will be the President and Chief Executive Officer of Hometown
Community Bank and Hometown Community Bancshares, and Ted Murphy, who will be
the Vice Chairman of the Board of Directors of Hometown Community Bancshares and
bank consultant.  The loss of the services of Messrs. Childers or Murphy or
their failure to perform their management functions in the manner anticipated by
us could have a material adverse effect on Hometown Community Bank and us.  We
have entered into an employment agreement with Mr. Childers pursuant to which
Mr. Childers will be employed as President and Chief Executive Officer of
Hometown Community Bank and Hometown Community Bancshares.  We have also entered
into a consulting agreement with Mr. Murphy pursuant to which Mr. Murphy will be
retained as a consultant to the Board of Directors of Hometown Community
Bancshares.  See "Management - Employment Agreements."

     OUR MANAGEMENT AND AFFILIATES WILL CONTROL MORE THAN 11.8% OF OUR STOCK
FOLLOWING THIS OFFERING AND MAY THEREFORE BE ABLE TO MATERIALLY INFLUENCE THE
OUTCOME OF A SHAREHOLDER VOTE.  The organizers, all of whom will serve as
directors of Hometown Community Bancshares and Hometown Community Bank, and
members of their immediate families intend to purchase an aggregate of at least
141,500 shares, equal to 17.7% of the minimum number of shares offered hereby
and 11.8% of the maximum number of shares offered hereby.  The organizers may
purchase additional shares in the offering and additional persons may be named
as organizers, subject to regulatory approval.  As a result of the anticipated
stock ownership in Hometown Community Bancshares by the organizers, together
with the influence which may be exerted by such persons due to their positions
as directors of Hometown Community Bancshares and Hometown Community Bank, the
organizers as a group will have substantial control of Hometown Community
Bancshares and Hometown Community Bank following the offering.  The organizers
may subscribe for up to 100% of the shares in this offering if necessary to
help Hometown Community Bancshares achieve the minimum subscription level

                                     7
necessary to release subscription proceeds from escrow, and some organizers
may decide to purchase additional shares even if the minimum subscription amount
has been achieved.  Because purchases by the organizers may be substantial,
investors should not place any reliance on the sale of a specified minimum
offering amount as an indication of the merits of this offering or that an
organizer's investment decision is shared by unaffiliated investors.  See "The
Offering" and "Management. "

     CERTAIN PROVISIONS OF OUR CORPORATE DOCUMENTS MAY DISCOURAGE UNSOLICITED
OFFERS TO ACQUIRE US.  Certain provisions of our Articles of Incorporation and
Bylaws may have the effect of discouraging attempts to acquire us without the
cooperation of our management, including: (i) provisions requiring prior notice
of matters to be brought before meetings of shareholders; (ii) provisions
requiring prior notice of nominees for election as directors; (iii) the ability
of our Board of Directors to issue additional shares of common stock and special
stock authorized in our Articles of Incorporation without shareholder approval;
and (iv) a provision of our Articles of Incorporation granting our Board of
Directors the discretion, when considering whether a proposed merger or similar
transaction is in the best interests of our shareholders, to take into account
the effect of the transaction on our employees, customers, suppliers, and
creditors and upon the communities which we serve.  Any of these measures may
impede a takeover of us without the approval of our Board of Directors.  See
"Description of Capital Stock of Hometown Community Bancshares - Certain
Antitakeover Effects."

     BECAUSE THE OFFERING PRICE WAS DETERMINED SOLELY BY OUR BOARD OF DIRECTORS
WITHOUT NEGOTIATION WITH AN UNDERWRITER, THERE IS NO ASSURANCE THAT THE PRICE IS
FAIR.  Because we and Hometown Community Bank are in the organization stage, the
offering price of $10.00 per share was determined by our Board of Directors
without reference to traditional criteria for determining stock value such as
book value or historical or projected earnings.  Such criteria are not
applicable to companies with no history of operations.  Because there is no
underwriter of the offering, the price was not determined by negotiation with an
underwriter.  The price per share was set to enable us to raise gross proceeds
of between $8,000,000 and $12,000,000 in this offering through the sale of a
reasonable number of shares, and the price per share is essentially equivalent
to the initial book value per share prior to the payment of our and Hometown
Community Bank's organizational expenses.  We cannot give any assurance that any
of the shares could be resold for the offering price or any other amount.

     THE ABSENCE OF AN ACTIVE TRADING MARKET FOR THE COMMON STOCK WILL IMPAIR
INVESTORS' ABILITY TO RESALE SHARES.  There currently is no market for the
shares and it is not likely that any trading market will develop for the shares
in the future.  There are no present plans for our common stock to be traded on
any stock exchange or in the over-the-counter market.  Furthermore, the
development of any trading market for the shares may be adversely affected by
purchases of large amounts of shares in this offering by the organizers since
shares purchased by the organizers will generally not be freely tradable.
Furthermore, in the event that a small number of organizers or other persons
acquire substantial additional amounts of the common stock, a trading market for
the common stock will be even less likely to develop.  As a result, investors
who may need or wish to dispose of all or part of their shares may be unable to
do so except in private, directly negotiated sales. In addition, sales of
substantial amounts of the common stock after the offering, by the organizers or

                                         8
others, could adversely affect prevailing market prices.  See "Description of
Capital Stock of Hometown Community Bancshares - Shares Eligible for Future
Sale."

     INDUSTRY COMPETITION MAY HAVE AN ADVERSE EFFECT ON OUR PROFITABILITY.  The
banking business is highly competitive, and Hometown Community Bank will
encounter strong competition from other commercial banks, as well as from
savings institutions, mortgage banking firms, consumer finance companies,
securities brokerage firms, insurance companies, money market mutual funds, and
other financial institutions operating in our market.  A number of these
competitors are well established in the Braselton/Oakwood area.  Most of them
have substantially greater resources and lending limits and a lower cost of
funds than Hometown Community Bank will have initially and may offer certain
services, such as extensive and established branch networks and trust services,
that Hometown Community Bank either does not expect to provide or will not
provide initially.  As a result of these competitive factors, Hometown Community
Bank may have to pay higher rates of interest to attract deposits.  In addition,
non-depository institution competitors are generally not subject to the
extensive regulations applicable to us and Hometown Community Bank.  Federal
legislation in recent years has removed restrictions on the establishment of
nationwide operations by commercial banks, further increasing competition from
out-of-state financial institutions.  Although we believe that Hometown
Community Bank will be able to compete effectively with these institutions, no
assurances can be given in this regard.  See "Proposed Business - Competition"
and "Supervision and Regulation."

     GOVERNMENT REGULATION MAY HAVE AN ADVERSE EFFECT ON OUR PROFITABILITY AND
GROWTH.  The banking industry is heavily regulated.  Our success depends not
only on competitive factors but also on state and federal regulations affecting
banks and bank holding companies.  These regulations are primarily intended to
protect depositors, not shareholders.  Regulation of the financial institutions
industry is undergoing continued changes, and the ultimate effect of such
changes cannot be predicted.  Over the last 10 years, legislative enactments and
the regulations thereunder have substantially increased the regulatory and
supervisory requirements for financial institutions, which have resulted and
will continue to result in increased operating expenses.  Additional statutes
affecting financial institutions have been proposed and may be enacted.
Regulations now affecting us and Hometown Community Bank may be modified at any
time, and there is no assurance that such modifications will not adversely
affect our businesses.  See "Supervision and Regulation."

     UNPREDICTABLE ECONOMIC CONDITIONS MAY HAVE AN ADVERSE EFFECT ON THE QUALITY
OF OUR LOAN PORTFOLIO AND OUR FINANCIAL PERFORMANCE.  Our success will depend,
to a certain extent, upon economic and political conditions, both local and
national, as well as governmental monetary policies.  Conditions such as
inflation, recession, unemployment, high interest rates, short money supply, and
other factors beyond our control may adversely affect Hometown Community Bank's
deposit levels and loan demand and, therefore, our earnings.  Although we expect
favorable economic development in our market area, there is no assurance that
such favorable economic development will occur or that our expectation of
corresponding growth will be achieved.  See "Proposed Business."

     OUR ABILITY TO PAY DIVIDENDS IS RESTRICTED BY STATE AND FEDERAL POLICIES
AND REGULATIONS.  We have no plans to pay any cash dividends to our shareholders
in the foreseeable future.  Because we and Hometown Community Bank are both
start-up operations and may incur initial losses, we intend to retain any
earnings for the period of time management believes necessary to ensure the

                                        9
success of our operations.  We will be dependent upon Hometown Community Bank
for its earnings and funds to pay dividends on our common stock.  Our ability to
pay dividends is subject to legal and regulatory restrictions applicable to us
and Hometown Community Bank.  See "Dividend Policy," "Proposed Business," and
"Supervision and Regulation."

     OUR SIZE MAY LIMIT OUR ABILITY TO MEET THE NEEDS OF LARGER CUSTOMERS.
Under Georgia Law, Hometown Community Bank is limited in the amount it can loan
a single borrower (including the borrower's related interests) by the amount of
Hometown Community Bank's capital.  Hometown Community Bank loans to one
borrower, including related interests, cannot exceed 15% of Hometown Community
Bank's capital unless the loans are all fully secured by marketable collateral,
in which case the loans cannot exceed 25% of Hometown Community Bank's capital.
Capital for these purposes includes only Hometown Community Bank's stated
capital, additional paid-in capital and appropriated retained earnings accounts.
These lending limits will increase and decrease as Hometown Community Bank's
capital increases and decreases as a result of Hometown Community Bank's
earnings or losses, among other reasons.  Unless Hometown Community Bank is able
to sell participations in its loans to other financial institutions, Hometown
Community Bank will not be able to meet all of the lending needs of loan
customers requiring aggregate extensions of credit above these limits.  See
"Supervision and Regulation."

                                        10
HOMETOWN COMMUNITY BANCSHARES AND HOMETOWN COMMUNITY BANK

     Hometown Community Bancshares was incorporated under the laws of Georgia
on May 12, 2004, for the purpose of becoming a bank holding company by acquiring
all of the capital stock of Hometown Community Bank upon its formation.
Hometown Community Bank is being organized as a state banking association under
the laws of the State of Georgia.  The organizers of Hometown Community Bank are
Amyn A. Meghani, C. Sean Childers, Dr. Terry Elrod, Martha Martin, Ted Murphy,
C.K. Patel and Monk Tolbert.  On September 7, 2004, the organizers of Hometown
Community Bank filed an application for a charter for Hometown Community Bank
with the Georgia Department and an application for insurance of the deposits of
Hometown Community Bank with the FDIC.  Upon receipt of preliminary approval of
the application for a charter from the Georgia Department, we will file an
application with the Federal Reserve seeking approval to become a bank holding
company by acquiring all of the capital stock to be issued by Hometown Community
Bank.  If and when we and Hometown Community Bank receive required regulatory
approvals, we will use a minimum of $7,500,000 of the aggregate net proceeds of
this offering to purchase all of the shares of the capital stock of Hometown
Community Bank. See "Use of Proceeds."  We initially will engage in no business
other than owning and managing Hometown Community Bank.

     Hometown Community Bank will engage in a general commercial banking
business, emphasizing the needs of small businesses and professionals primarily
in the Braselton/Oakwood area.  Hometown Community Bank will not initially have
trust powers.  Hometown Community Bank may in the future offer a full-service
trust department, but it cannot do so without the prior approval of the Georgia
Department.  See "Proposed Business."  Sean Childers, the proposed President and
Chief Executive Officer of Hometown Community Bank and current President and
Chief Executive Officer of Hometown Community Bancshares, has over thirteen
years experience in the commercial banking industry.  Ted Murphy, Vice Chairman
and consultant to Hometown Community Bank, has over forty-five years experience
in the commercial banking industry, twenty-five years of which was as a
community bank Chief Executive Officer, President and Board member.  See
"Management."

     We believe that the banking experience of Mr. Childers and Mr. Murphy and
the extensive business experience and contacts of the organizers in the
Braselton/Oakwood area should create immediate business opportunities for
Hometown Community Bank.  We presently are engaged in completing the tasks
necessary to open Hometown Community Bank, although no assurance can be given
that Hometown Community Bank can be opened by a particular date.   See "Proposed
Business."

     All of the organizers of Hometown Community Bank also serve as directors of
Hometown Community Bancshares and are expected to serve as directors of Hometown
Community Bank.  The organizers (together with members of their immediate
families) intend to purchase an aggregate of at least 141,500 shares of the
common stock to be sold in this offering.  The organizers may subscribe for up
to 100% of the shares in the offering if necessary to help us achieve the
minimum subscription level necessary to release subscription proceeds from
escrow, and some organizers may decide to purchase additional shares even if the
minimum subscription amount has been achieved.  Any shares purchased by the
organizers in excess of their original commitment will be purchased for
investment and not with a view to the resale of such shares.  Because purchases
by the organizers may be substantial, investors should not place any reliance on
the sale of a specified minimum offering amount as an indication of the merits

                                       11
of this offering or that an organizer's investment decision is shared by
unaffiliated investors.  Additional individuals may be added as organizers,
subject to regulatory approval.  See "Management. "

     Our temporary offices are located at 74 Lagree Duck Road, Braselton,
Georgia 30517.  We expect that Hometown Community Bank's initial banking office
will be in a building to be constructed at the intersection of Highway 53 and
New Cut Road, Jackson County, Braselton, Georgia 30517, and that our executive
offices will relocate to that address when Hometown Community Bank opens its
banking office there.  Hometown Community Bancshares' telephone number is (706)
654-3199.

                                    THE OFFERING

GENERAL

     We are offering for sale a minimum of 800,000 shares and a maximum of
1,200,000 shares of our common stock at a price of $10.00 per share to raise
gross proceeds of between $8,000,000 and $12,000,000.  The minimum purchase for
any investor (together with the investor's affiliates) is 1,000 shares unless
we, in our sole discretion, accept a subscription for a lesser number of shares.
Subscribers should be aware that beneficial ownership of as little as 5% of the
outstanding shares could obligate the beneficial owner to comply with certain
reporting and disclosure requirements of federal and state securities and
banking laws.

     It is expected that our organizers (together with members of their
immediate families) will purchase a total of at least 141,500 of the shares
offered hereby; however, the organizers may, subject to regulatory approval,
elect to purchase up to 100% of the shares offered hereby, and additional
persons may be named as organizers.  Any shares purchased by the organizers in
excess of their original commitment will be purchased for investment and not
with a view to the resale of such shares.  Because purchases by the organizers
are expected to be substantial, investors should not place any reliance on the
sale of the specified minimum offering amount as an indication of the merits of
this offering or that an organizer's investment decision is shared by other
unaffiliated investors.

     Subscriptions to purchase shares will be received until March 31, 2005,
unless all of the shares are earlier sold or we earlier terminate or extend the
offering.  See "Conditions of the Offering and Release of Funds" below.  We
reserve the right to terminate the offering at any time or to extend the
expiration date for additional periods not to extend beyond September 30, 2005.
The date the offering terminates is referred to herein as the "Expiration Date."
No written notice of an extension of the offering period need be given prior to
any extension, and any such extension will not alter the binding nature of
subscriptions already accepted by us.  Extension of the Expiration Date might
cause an increase in our organizational and pre-opening expenses and in the
expenses incurred with this offering.  We may find it necessary to utilize the
services of brokers or dealers in order to effectuate the sales of these
securities in certain jurisdictions.

     Following acceptance by us, subscriptions will be binding on subscribers
and may not be revoked by subscribers except with our consent.  In addition, we
reserve the right to cancel accepted subscriptions at any time and for any
reason until the proceeds of this offering are released from escrow (as
discussed in greater detail in "Conditions of the Offering and Release of Funds"
below), and we reserve the right to reject, in whole or in part, and in our sole

                                         12
discretion, any subscription.  We may, in our sole discretion, allocate shares
among subscribers in the event of an oversubscription for the shares.  In
determining which subscriptions to accept, in whole or in part, we may take into
account any factors we consider relevant, including the order in which
subscriptions are received, a subscriber's potential to do business with, or to
direct customers to, Hometown Community Bank, and our desire to have a broad
distribution of stock ownership.

     In the event we reject all, or accept less than all, of any subscription,
we will refund promptly the amount remitted that corresponds to $10.00
multiplied by the number of shares as to which the subscription is not accepted.
If we accept a subscription but in our discretion subsequently elect to cancel
all or part of such subscription, we will refund promptly the amount remitted
that corresponds to $10.00 multiplied by the number of shares as to which the
subscription is canceled.

     Certificates representing shares duly subscribed and paid for will be
issued by us promptly after the offering conditions are satisfied and escrowed
funds are delivered to us.

CONDITIONS OF THE OFFERING AND RELEASE OF FUNDS

     Subscription proceeds accepted by us for the initial 800,000 shares
subscribed for in this offering will be promptly deposited in an escrow account
with the Escrow Agent until the conditions to this offering have been satisfied
or the offering has been terminated.  The offering will be terminated, no shares
will be issued, and no subscription proceeds will be released from escrow to us
unless on or before the Expiration Date: (i) we have accepted subscriptions and
payment in full for a minimum of 800,000 shares; (ii) we have obtained
regulatory approval to acquire the capital stock of Hometown Community Bank and
thereafter to become a bank holding company; and (iii) Hometown Community Bank
has received preliminary approval of its application for a charter from the
Georgia Department and of its application for deposit insurance from the FDIC.

     If the above conditions are satisfied, the subscription amounts held in
escrow may be paid to Hometown Community Bancshares and shares issued to
subscribers.  Once Hometown Community Bancshares has met the conditions for the
offering, the Escrow Agreement will be terminated and any subscription proceeds
accepted after satisfaction of the conditions before termination of this
offering will not be deposited in escrow but will be available for immediate use
by Hometown Community Bancshares to fund offering and organizational expenses
and for working capital.  When the subscription funds are released to us, we
will use a portion of the proceeds to repay the organizers for amounts advanced
by them for organizational and offering expenses.

     If the conditions for releasing subscription funds from escrow are met and
such funds are released but final regulatory approval to commence banking
operations is not obtained from the Georgia Department or Hometown Community
Bank does not open for any other reason, the Board of Directors intends to
propose that the shareholders approve a plan to liquidate Hometown Community
Bancshares.  Upon such a liquidation, we would be dissolved and our net assets
(generally consisting of the amounts received in this offering plus any interest
earned thereon, less the amount of all costs and expenses incurred by us and
Hometown Community Bank, including the salary of the President) would be
distributed to the shareholders.  In such event, we will have incurred numerous
expenses related to our organization and the organization of Hometown Community

                                        13
Bank, and the amount distributed to shareholders may be substantially less than
the subscription amount, and in an extreme case shareholders may not be returned
any amount.

     If the above conditions are not satisfied by the Expiration Date or the
offering is otherwise earlier terminated, accepted subscription agreements will
be of no further force or effect, and the full amount of all subscription funds
will be returned promptly to subscribers.

     The Escrow Agent has not investigated the desirability or advisability of
an investment in the shares by prospective investors and has not approved,
endorsed, or passed upon the merits of an investment in the shares.
Subscription funds held in escrow will be invested in the deposit accounts or
short-term certificates of deposit which are fully insured by the FDIC or
another agency of the United States Government, short-term securities issued or
fully guaranteed by the United States government (or money market funds
consisting entirely thereof) or federal funds until released from escrow.  We do
not intend to invest the subscription proceeds held in escrow in instruments
that would mature after the expiration date of the offering.

PLAN OF DISTRIBUTION

     Offers and sales of our common stock will be made on our behalf primarily
by certain of our executive officers and directors.  The executive officers and
directors will receive no commissions or other remuneration in connection with
such activities, but they will be reimbursed for reasonable expenses incurred
in the offering.  Although it is not currently anticipated, we reserve the right
to use brokers or dealers to effectuate sales of the common stock in the
offering.

HOW TO SUBSCRIBE

     Shares may be subscribed for by delivering to us a completed and executed
Subscription and Investment Agreement, attached hereto as Appendix A, on or
prior to the Expiration Date for the offering.  Subscribers should retain a copy
of the completed subscription agreement for their records.  The subscription
price is due and payable when the subscription agreement is delivered.  Payment
must be made in United States dollars by cash or by check, bank draft or money
order.

     Each prospective investor who desires to purchase the common stock will be
asked to do the following:

     1.   Complete, date, and sign the Subscription and Investment Agreement,
     which has been delivered along with this prospectus, and return the
     completed Subscription and Investment Agreement to:

                     Hometown Community Bancshares, Inc.
                     P.O. Box 218
                     Braselton, Georgia 30517
                     Attention:  Sean Childers, President

                                     14
2.   On or before March 31, 2005, make a check payable to "Nexity Bank, NA,
     Escrow Account for Hometown Community Bancshares, Inc." in an amount equal
     to the subscription price of $10.00 times the number of shares subscribed
     for, and deliver the check to:

                     Hometown Community Bancshares, Inc.
                     P.O. Box 218
                     Braselton, Georgia 30517
                     Attention:  Sean Childers, President

     Upon our receipt, the Subscription and Investment Agreement will become
binding on and irrevocable by the subscriber until the Expiration Date.

                                      15
USE OF PROCEEDS

BY HOMETOWN COMMUNITY BANCSHARES

     Upon satisfaction of all of the conditions discussed in "The Offering -
Conditions of the Offering and Release of Funds," all subscription funds held in
escrow will be released and will become capital of Hometown Community
Bancshares.  The gross proceeds to us from the sale of the shares offered hereby
will be between $8,000,000 and $12,000,000.  We will use $140,000 of the gross
proceeds to pay the expenses of this offering, which will consist primarily of
legal, accounting, consulting, marketing and printing expenses.  Thereafter, we
will use a minimum of $7,500,000 and a maximum of $11,500,000 of the gross
proceeds to purchase all of the capital stock of Hometown Community Bank.  We
will retain any balance of the proceeds, which may be up to $500,000 in the case
of the maximum offering, for working capital and other general corporate
purposes, including payment of expenses and to provide additional capital for
Hometown Community Bank in the future, if necessary.

     The following table sets forth our anticipated use of proceeds based on the
sale of the minimum number and maximum number of shares in this offering.

                                                     Minimum         Maximum
                                                   Offering (1)    Offering (2)
                                                   ------------    ------------
Gross proceeds from offering.......................  $8,000,000     $12,000,000
Expenses for organization and
  issuance and distribution of common stock........   ($140,000)      ($140,000)
Organizational and pre-opening expenses............   ($120,000)      ($120,000)
Investment in capital stock of
  Hometown Community Bank.......................... ($7,500,000)   ($10,000,000)
                                                    -----------    ------------
Remaining proceeds (3).............................    $240,000      $1,740,000
                                                    ===========    ============
_________
(1)  Assumes that 800,000 shares of common stock are sold in this offering.
(2)  Assumes that 1,200,000 shares of common stock are sold in this offering.
(3)  This amount will be used by Hometown Community Bancshares for working
     capital and may be used to provide additional capital for Hometown
     Community Bank, if necessary.

BY HOMETOWN COMMUNITY BANK

     All proceeds received by Hometown Community Bank will be in the form of an
investment by Hometown Community Bancshares in Hometown Community Bank's capital
stock.  Hometown Community Bank currently plans to use approximately $422,000 of
the proceeds it receives to Hometown Community Bancshares to reimburse Hometown
Community Bancshares for amounts advanced by it to pay the organizational and
pre-opening expenses of Hometown Community Bank.  Organizational and pre-opening
expenses of Hometown Community Bank include consulting fees, expenses for market
analysis and feasibility studies, application fees, legal fees and expenses,
officers' and employees' salaries and benefits, and lease expenses.  The
following table depicts the anticipated use of proceeds by Hometown Community

                                       16
Bank based on the sale of the minimum number and maximum number of shares in the
offering.

                                                     Minimum         Maximum
                                                   Offering (1)    Offering (2)
                                                   ------------    ------------
Investment by Hometown Community Bancshares
  in Hometown Community Bank's Capital Stock.......  $7,500,000     $10,000,000
Reimbursement of Hometown Community
  Bancshares for amounts advanced for
  organizational and pre-opening expenses
  of Hometown Community Bank.......................   ($422,000)      ($422,000)
Furniture, Fixtures and Equipment..................   ($423,000)      ($423,000)
Land & Building.................................... ($1,375,000)    ($1,375,000)
                                                    -----------    ------------
Remaining Proceeds (3).............................  $5,280,000      $7,780,000
                                                    ===========    ============
__________
(1)  Assumes that 800,000 shares of common stock are sold in this offering.
(2)  Assumes that 1,200,000 shares of common stock are sold in this offering.
(3)  This amount is to be used by Hometown Community Bank for loans to
     customers, investments, and other general corporate purposes.

     Although the amounts set forth above provide an indication of the proposed
use of funds based on our plans and estimates, actual expenses may vary from the
estimates.  We believe that the estimated minimum net proceeds of $7,500,000
from the offering will satisfy our cash requirements and those of Hometown
Community Bank for the first five years of operations and that neither we nor
Hometown Community Bank will need to raise additional funds for operations
during this period, but there can be no assurance that this will be the case.

                                         17
CAPITALIZATION

     The following table sets forth: (i) our capitalization as of July 31, 2004,
(ii) our pro forma capitalization as of July 31, 2004, as adjusted to give
effect to the sale of the minimum of 800,000 shares in this offering and our
estimated pre-opening expenses, and (iii) our pro forma capitalization as of
July 31, 2004, as adjusted to give effect to the sale of the maximum of
1,200,000 shares in this offering and our estimated pre-opening expenses.  See
"Use of Proceeds."

                                                          Pro Forma   Pro Forma
                                                          (Minimum)   (Maximum)
                                              Actual         (1)         (2)
                                              ------      ---------   ---------
Common stock, par value $.01 per share;
 10,000,000 shares authorized; 5,000
 shares issued and outstanding; 800,000
 shares issued and outstanding pro forma
 (minimum offering); 1,200,000 shares
 issued and outstanding pro forma
 (maximum offering)........................       $50       $8,000      $12,000

Special stock, no par value per share;
 1,000,000 shares authorized; no shares
 issued and outstanding....................       --          --           --

Additional paid-in capital (3).............   $49,950   $7,852,000  $11,848,000

Deficit accumulated during
 the developmental stage (4)............... ($126,243)   ($542,000)   ($542,000)
                                            ---------   ----------  -----------

Total shareholders' equity (deficit).......  $(76,243)  $7,318,000  $11,318,000
                                            =========   ==========  ===========

Book value per share (5)...................     N/A       $ 9.15       $ 9.43
                                                ===       ======       ======
_________
(1)  Assumes that 800,000 shares of common stock are sold in this offering.
(2)  Assumes that 1,200,000 shares of common stock are sold in this offering.
(3)  The expenses of the offering will be charged against this account.  These
     expenses are estimated to be $140,000, and this amount has been used in the
     calculation of the amount shown in the "Pro Forma (Minimum)" and "Pro Forma
     (Maximum)" columns.
(4)  The actual deficit reflects pre-opening expenses incurred through July 31,
     2004.  The pro forma accumulated deficit results from pre-opening expenses
     of $542,000 including legal, salary and other expenses.  Actual pre-opening
     expenses may be higher and may therefore increase the deficit accumulated
     during the development stage and further reduce shareholders' equity.
(5)  After giving effect to the receipt of the net proceeds from this offering,
     there is an immediate dilution in the book value per share of $.85 if we
     sell 800,000 shares and $.57 if we sell 1,200,000 shares, resulting from
     the recognition of pre-opening and offering expenses.

                                         18
SELECTED FINANCIAL DATA

     The following selected financial data for Hometown Community Bancshares for
the period from inception until July 31, 2004, is derived from our financial
statements set forth elsewhere herein.

                                                   Period Ended
                                                   July 31, 2004
                                                   -------------
       INCOME STATEMENT DATA:
          Noninterest expense                       $ 126,243
          Net (loss)                                 (126,243)

       BALANCE SHEET DATA:
          Assets                                        5,778
          Cash and interest bearing
            deposits in banks                             778
          (Deficit) accumulated
            during development stage                 (126,243)
          Shareholders' deficit                       (76,243)

       PER SHARE DATA
          Net (loss) per share                         (25.25)

                             DIVIDEND POLICY

     Our Board of Directors expects initially to follow a policy of retaining
any earnings to provide funds to operate and expand the business.  Consequently,
it is unlikely that any cash dividends will be paid in the near future.  Our
ability to pay any cash dividends to its shareholders in the future will depend
primarily on Hometown Community Bank's ability to pay dividends to us.  In order
to pay dividends to us, Hometown Community Bank must comply with the
requirements of all applicable laws and regulations.  See "Supervision and
Regulation - Dividends."  In addition to the availability of funds from Hometown
Community Bank, our future dividends are subject to the discretion of the Board
of Directors and will depend upon a number of factors, including future
earnings, financial condition, cash needs and general business conditions.

                            PROPOSED BUSINESS

GENERAL

     We were incorporated as a Georgia corporation on May 12, 2004, primarily
to own and control all of the capital stock of Hometown Community Bank.  We
initially will engage in no business other than owning and managing Hometown
Community Bank.  Hometown Community Bank is being organized as a state banking
association under the laws of the State of Georgia, and, subject to regulatory
approval, Hometown Community Bank will engage in a commercial banking business
from its location in the Braselton/Oakwood area, with deposits insured by the
FDIC.  Hometown Community Bank may not commence business until the Georgia
Department issues a charter for Hometown Community Bank and the FDIC grants
deposit insurance to Hometown Community Bank.  There is no assurance that

                                    19
Hometown Community Bank will be successful in receiving regulatory approval and
satisfying any conditions that may be imposed upon Hometown Community Bank by
the Georgia Department or the FDIC prior to the commencement of its business.

MARKETING FOCUS

     Given recent announced and actual acquisitions of financial institutions
in Hall, Gwinnett, Barrow and Jackson Counties and the rapid population growth
in the Braselton/Oakwood corridor, the organizers believe there is a gap or
vacancy in the local banking market.  The organizers believe that there is a
need for, and that the community will enthusiastically support, a new locally
owned and operated commercial bank in the Braselton/Oakwood corridor.  However,
size gives the larger banks certain advantages in competing for business from
large corporations.  These advantages include higher lending limits and the
ability to offer services in other areas of Atlanta and the four county area.
As a result, we generally will not attempt to compete for the banking
relationships of large corporations, but will concentrate our efforts on small
businesses, professionals and homeowners.

     We plan to emphasize Hometown Community Bank's local ownership, community
bank nature and ability to provide more personalized service than its
competition. We believe our commitment to the Braselton/Oakwood market coupled
with a dedication to personal service by local management, relationship banking
and local decision makers will set Hometown Community Bank apart from its
competitors. We believe that this area will react favorably to Hometown
Community Bank's emphasis on personalized banking services to small-to-medium
businesses, developers, contractors, subcontractors, suppliers, homeowners and
consumers.  However, no assurances in this respect can be given.

LOCATION AND SERVICE AREA

     Hometown Community Bank will be temporarily located at 74 Lagree Duck Road,
Braselton, Georgia.  See "Facilities" below.  Hometown Community Bank will
primarily serve an area within a ten-mile radius from the intersection of
Highway 53 and Interstate 85 and the intersection of Highway 53 and Interstate
985 and is generally bounded to the North by Gainesville Georgia, to the West by
Buford, Georgia, to the South by Winder, Georgia and to the East by Maysville,
Georgia.

     Unique to Hometown Community Bank will be two bank site locations within a
mile radius of two major interstate highways and adjacent to a single highway
that will connect the branches.  I-85 intersects Highway 53 in Braselton at exit
129.  I-985 intersects Highway 53 in Oakwood at exit 16.  Hometown Community
Bank plans to locate on Highway 53 in Braselton and Oakwood.  It is
approximately 12 miles on Highway 53 between I-85 in Braselton and I-985 in
Oakwood.  The bank will market aggressively to potential bank customers along
this corridor and its connector roads.

     Hometown Community Bank is being formed to take advantage of the growth in
this market area. On April 8, 2004, the U.S. Census Bureau released a study of
the one hundred fastest growing counties in America from April 1, 2000 to July
1, 2003.  All four of the counties that lie within our market, Barrow (41st),
Gwinnett (55th), Jackson (79th) and Hall (98th) are among the 100 fastest
growing counties in America.  According to the U.S. Census Bureau, the State of
Georgia grew 6.09% from April 1, 2000 to July 1, 2003. The counties of Barrow,

                                        20
Gwinnett, Jackson and Hall grew 15.90%, 14.43%, 13.01% and 12.05%, respectively,
during this same time period.

     According to the U.S. Census Bureau, the resident population of the four
county area exceeded 929,000 as of July 2003.  Between 1990 and July 2003, the
four county area population has averaged a 6.15% growth rate annually, or an
aggregate change of 83.03%.  The population is projected to grow to 1,129,000 by
2010, an annual growth rate of 21.46%, compared to the projected annual growth
rate for the State of Georgia of only 10.45%.  In 1999, the estimated median age
in Barrow, Gwinnett, Hall and Jackson Counties was 32.5, 32.5, 32.2, and 34.6
years old, respectively and the estimated median household income in Barrow,
Gwinnett, Hall and Jackson Counties was $45,019, $60,537, $44,908, and $40,349,
respectively.

                         POPULATION AND GROWTH RATES

                                              Average                Average
                                              Annual    Estimated    Annual
                     2000         2003     Growth Rate    2010     Growth Rate
                     ----         ----     -----------    ----     -----------
Barrow              46,144       53,479       5.30%      65,763        3.28%
Gwinnett           588,448      673,345       4.81%     820,960        3.13%
Hall               139,277      156,101       4.03%     184,185        2.57%
Jackson             41,589       46,998       4.34%      58,540        3.51%
Georgia          8,186,453    8,684,715       2.03%   9,592,370        1.49%
________
Source:  U.S. Census Bureau
Source:  Governor's Office of Planning and Budget

     The town of Braselton and the city of Oakwood have also experienced growth.
According to the U.S. Census Bureau, the population of the State of Georgia grew
by 4.37% to 8,544,005 from April 2000 to July 2002. During the same time period,
the population of Braselton grew by 24.38% to 1,500 and the population of
Oakwood grew by 10.08% to 2,960.

                         POPULATION AND GROWTH RATES

                                              Average                Average
                                              Annual    Estimated    Annual
                     2000         2002     Growth Rate    2010     Growth Rate
                     ----         ----     -----------    ----     -----------
Braselton            1,206        1,500      12.19%       5,161       30.51%
Oakwood              2,689        2,960       5.04%       3,980        4.61%
Georgia          8,186,453    8,544,005       2.18%   9,592,370        1.53%
________
Source: The Northeast Georgia Regional Development Center
Source: Georgia Mountains Regional Development Center, 2004
Source: Population Division, U.S. Census Bureau

                                        21
The Northeast Georgia Regional Development Center (NEGRDC), formed in 1963
to serve 12 counties and 54 municipal governments in the Northeast Georgia
Region, created a comprehensive plan for the town of Braselton that was adopted
on November 18, 2003.  According to this plan, over 1,100 new jobs have been
created in Braselton since 2000, and the town currently houses over 2,000
employment opportunities indicating its regional importance as an employment
center.  Since 1996, there have been four major plant openings in Braselton
producing a total of 863 new jobs.  Year One, Inc. employs 160 people and
produces restoration auto parts.  King's Delight employs 238 people and is a
poultry processing plant. Mayfield Dairy Farms, Inc. employs 195 people and is
a dairy processing plant.  Finally, Haverty Furniture Company, Inc. opened its
North Georgia Distribution Center in Braselton and employs 270 people.  In
addition, the emergence of Chateau Elan as a major tourist destination has
provided Braselton with a steady stream of income generated by the tourism
industry.  Its geographic location, situated along Interstate 85 and within the
Atlanta Metropolitan area, has made it accessible not only to north Georgia
residents, but also to out of state tourists as well.  The hotel estimates that
a total of 550,000 people visit all of the amenities (hotel, winery, spa,
convention center) annually, illustrating the local importance of the resort.
Braselton is also home to the Panoz Auto Development Company, a manufacturer of
limited production, high performance automobiles.  The company began in 1989,
producing a small number of custom-built cars made to order to a select few
clientele.  By 1996, the factory went into full production of the hand-built
automobiles.  That same year the company created Panoz Motor Sports, and began
work on cars built for auto racing.

     According to the NEGRDC Braselton Comprehensive Plan, Braselton currently
has an abundance of developable industrially and residentially zoned land that
will continue to attract businesses and developers looking to establish
themselves within a vibrant local economy.  Projects under construction in
Braselton include Traditions of Braselton and the Georgia Distribution Center.
Traditions of Braselton is an upscale residential master-planned golf community
that sits on 1,140 acres off of Highway 124 4.5 miles east of Braselton.
According to the Jackson County Herald newspaper, Traditions of Braselton is
the largest residential development ever in Jackson County and is expected to
market 1,500 lots.  The Georgia Distribution Center is a 265 acre, 3.5 million-
square-foot industrial park under development in the northwest corner of the
intersection of Highway 53 and I-85 in Braselton, less than a mile from our
planned Braselton location.  The front part of the property is being marketed
as retail.

     The Georgia Mountains Regional Development Center, formed in 1962 to serve
13 counties and 38 municipalities in the Georgia Mountains Region, estimates
rapid employment growth in Oakwood over the next decade per the Oakwood
comprehensive plan.  Leading the growth will be the manufacturing and services
sectors.

                  Oakwood:  Employment by Economic Sector

        Category        1990    2000    2005    2010    2015    2020    2025
        --------        ----    ----    ----    ----    ----    ----    ----
              Total      869   1,334   1,652   2,167   2,398   2,943   3,644
       Agricultural
    Services, Other       25      23      23      21      20      20      22
             Mining        2       -       -       -       -       -       -
       Construction       64     101     125     171     190     230     279

                                        22
Manufacturing      252     325     424     585     609     733     884
       Trans, Comm,
 & Public Utilities       63      82      88     100     111     121     130
    Wholesale Trade       36      50      58      68      79      91     115
       Retail Trade      137     150     191     275     304     366     442
Finance, Insurance,
      & Real Estate       43     108     128     147     157     165     170
           Services      214     439     547     729     843   1,116   1,477
             Public
     Administration       31      56      68      71      85     101     125
___________
Source:  U.S. Census Bureau

     Current commercial growth within two miles of the Highway 53 and I-985
interchange in Oakwood includes Martin Road Crossing, a development of nine
commercial lots on over 16 acres at the intersection of Highway 53 and Martin
Road.

     One exit north on I-85 from our proposed Braselton site and in our market
area is Pendergrass. Michigan Automotive Compressor (MAC), a Toyota Industries-
Denso Corp. joint-venture company, plans to manufacture auto air compressors at
a new plant in Pendergrass.  The 185,000-square foot manufacturing facility will
involve a capital investment of between $60 million and $100 million, company
officials have said.  MAC believes 120 new jobs with an average annual salary of
$60,000 will be created at the plant.  The MAC plant will be built on a 152-acre
tract, near the U.S. Highway 129 exit on I-85.  Construction is slated to begin
in the fall, with the plant's grand opening set for 2005.  Other Pendergrass
developments in the planning stage are an industrial park with 300,000 square
feet of industrial space located on 270 acres and two residential developments
with a combined 500 lots.  Documents for these new subdivisions and the
industrial park have been submitted to the Georgia Department of Community
Affairs for review as "developments of regional impact."

     The Braselton/Oakwood corridor is dependent on the industries of real
estate development, farming, distribution, manufacturing, services and tourism.
Residents of the Braselton/Oakwood corridor generally need lines of credit for
liquidity, residential real estate construction and permanent financing.  The
commercial sector of the economy is oriented toward real estate development.
Real estate acquisition and development lending will be important to the success
of Hometown Community Bank.  The community is experiencing rapid growth in
commercial sectors offering services to residents and visitors.  The services
and tourist related industries need working capital and mortgage financing to
support their growth.  In addition, the expanding number of retail and
professional businesses will require both unsecured and collateral-based
commercial lending.

                                        23
DEPOSITS

     Hometown Community Bank intends to offer a full range of deposit services
that are typically available in most banks and savings and loan associations,
including checking accounts, NOW accounts, savings accounts and other time
deposits of various types, ranging from daily money market accounts to longer-
term certificates of deposit.  The transaction accounts and time certificates
will be tailored to Hometown Community Bank's principal market area at rates
competitive to those offered in the Braselton/Oakwood corridor.  In addition,
Hometown Community Bank intends to offer certain retirement account services,
such as Individual Retirement Accounts (IRAs).  All deposit accounts will be
insured by the FDIC up to the maximum amount allowed by law (generally, $100,000
per depositor subject to aggregation rules).  Hometown Community Bank intends to
solicit these accounts from individuals, professionals and businesses in the
Braselton/Oakwood corridor.

LENDING ACTIVITIES

     General.  Hometown Community Bank intends to emphasize a range of lending
services, including commercial, real estate, and consumer loans, to small-to-
medium sized businesses and professional concerns and individuals that are
located in or conduct a substantial portion of their business in Hometown
Community Bank's market area.

     Commercial Loans.  The organizers currently anticipate that loans for
commercial purposes in various lines of businesses will be one of the primary
components of Hometown Community Bank's loan portfolio.  The principal economic
risk associated with each category of anticipated loans, including commercial
loans, is the creditworthiness of Hometown Community Bank's borrowers, which in
turn is affected by general economic conditions and the strength of the services
and retail market segments.  Commercial loans may require more careful
management in order to limit the risks associated with them.  The well-
established banks in the Braselton/Oakwood corridor will make proportionately
more loans to medium-to-large sized businesses than Hometown Community Bank.
Many of Hometown Community Bank's anticipated commercial loans will likely be
made to small-to-medium sized businesses that may be less able to withstand
competitive, economic, and financial conditions than larger borrowers.
Commercial lending will include loans to entrepreneurs, professionals, and
small-to-medium businesses.  Small business products will include: working
capital and lines of credit; business term loans to purchase fixtures and
equipment, for site acquisition or business expansion; inventory, accounts
receivable, and purchase-order financing; and construction loans for owner
occupied buildings.  Hometown Community Bank plans to place particular emphasis
on loans averaging under $500,000.

     Real Estate Loans.  Hometown Community Bank expects to focus its real
estate activity in five areas: (1) commercial and residential real estate
development and construction loans; (2) home improvement loans; (3) home equity
lines; (4) conforming and nonconforming mortgages; and (5) owner occupied
commercial real estate loans in the Braselton/Oakwood corridor.  These loans
include certain commercial loans where Hometown Community Bank takes a security
interest in real estate out of an abundance of caution and not as the principal
collateral for the loan, but will exclude home equity loans, which are
classified as consumer loans.  Loan terms generally will be limited to five
years or less, although payments may be structured on a longer amortization
basis.  Interest rates may be fixed or adjustable.  Hometown Community Bank will
generally charge an origination fee.

                                        24
Management will attempt to reduce credit risk in the commercial real estate
portfolio by emphasizing loans on owner-occupied office and retail buildings
where the loan-to-value ratio, established by independent appraisals, does not
exceed 85%.  In addition, Hometown Community Bank may require personal
guarantees of the principal owners of the property backed with a review by
Hometown Community Bank of the personal financial statements of the principal
owners.  The principal economic risk associated with each category of
anticipated loans, including real estate loans, is the creditworthiness of
Hometown Community Bank's borrowers.  The risks associated with real estate
loans vary with many economic factors, including employment levels and
fluctuations in the value of real estate, new job creation trends and tenant
vacancy rates.  Hometown Community Bank will compete for real estate loans with
a number of bank competitors that are well established in the Braselton/Oakwood
corridor.  Most of these competitors have substantially greater resources and
lending limits than Hometown Community Bank.  As a result, Hometown Community
Bank may have to charge lower interest rates to attract borrowers.  See
"Competition" below.

     Hometown Community Bank may also originate loans for sale into the
secondary market.  Hometown Community Bank intends to limit interest rate risk
and credit risk on these loans by locking the interest rate for each loan with
the secondary investor and receiving the investor's underwriting approval prior
to originating the loan.

     Consumer Loans.  Hometown Community Bank will make a variety of loans to
individuals for personal and household purposes, including secured and unsecured
installment loans, home improvement loans, and automobile loans.  These loans
will be amortized over a period not exceeding 60 months.  The revolving loans
will typically bear interest at a fixed or adjustable rate and require monthly
payments of interest and a portion of the principal balance.  The underwriting
criteria for home equity loans and lines of credit will generally be the same as
applied by Hometown Community Bank when making a first mortgage loan, as
described above, and home equity lines of credit will typically expire ten years
or less after origination.  As with the other categories of loans, the principal
economic risk associated with consumer loans is the creditworthiness of Hometown
Community Bank's borrowers, and the principal competitors for consumer loans
will be the established banks in the Braselton/Oakwood corridor.

     Loan Approval and Review.  Hometown Community Bank's loan approval policies
will provide for various levels of officer lending authority.  When the amount
of aggregate loans to a single borrower exceeds that individual officer's
lending authority, the loan request will be considered and approved by an
officer with a higher lending limit.  Hometown Community Bank will establish a
loan committee of the Board of Directors (the "Loan Committee") and any loan in
excess of the highest officer's lending limit must be approved by the Loan
Committee.  Hometown Community Bank will not make any loans to any director,
officer, or employee of Hometown Community Bank unless the loan is approved by
the Loan Committee and is made on terms not more favorable to such person than
would be available to a person not affiliated with Hometown Community Bank.

     Lending Limits.  Hometown Community Bank's lending activities will be
subject to a variety of lending limits imposed by federal law.  While differing
limits apply in certain circumstances based on the type of loan or the nature
of the borrower (including the borrower's relationship to Hometown Community
Bank), in general Hometown Community Bank will be subject to a loan-to-one-
borrower limit of an amount equal to 15% of Hometown Community Bank's unimpaired
capital and surplus, or 25% of the unimpaired capital and surplus if the

                                        25
excess over 15% is approved by the board of directors of Hometown Community Bank
and is fully secured by readily marketable collateral.  Based on the proposed
minimum initial capitalization of Hometown Community Bank and its projected pre-
opening expenses, Hometown Community Bank's initial lending limit will be
approximately $1,000,000 for loans not fully secured or approximately $1,750,000
for loans fully secured by collateral. Hometown Community Bank has not yet
established any minimum or maximum loan limits other than the statutory lending
limits described above.  These limits will increase or decrease as Hometown
Community Bank's capital increases or decreases as a result of earnings or
losses, among other reasons.  Unless Hometown Community Bank is able to sell
participations in its loans to other financial institutions, it will not be able
to meet all of the lending needs of loan customers requiring aggregate
extensions of credit above these limits.

OTHER BANKING SERVICES

     Other anticipated bank services include payroll checks cashed for
customers, bank-by-mail and bank-by-phone services, cashiers checks, Travelers
Cheques and U.S. Savings Bonds, direct deposit of payroll and government benefit
checks, after-hours depository, wire transfer services, debit cards, safe
deposit boxes, internet banking for commercial customers and Seniors Accounts.
Hometown Community Bank plans to become associated with a shared network of
automated teller machines that may be used by Bank customers throughout Georgia
and other regions.  Hometown Community Bank does not plan to initially offer
Mastercard and VISA credit card services but may in the future offer such
services through a correspondent bank as an agent for Hometown Community Bank.
Hometown Community Bank does not plan to exercise trust powers during its
initial years of operation.  Hometown Community Bank may in the future offer a
full-service trust department, but cannot do so without the prior approval of
the Georgia Department.

COMPETITION

     The banking business is highly competitive.  Hometown Community Bank will
compete as a financial intermediary with other commercial banks, savings and
loan associations, credit unions, and money market mutual funds operating in the
Atlanta area.  As of September 2004, the Braselton area was served by five
commercial banks with a total of five branches.  In addition, another bank is
attempting to obtain a charter in Braselton.  A number of these competitors are
well established in the Braselton/Oakwood corridor.  Most of them have
substantially greater resources and lending limits than Hometown Community Bank
and offer certain services, such as extensive and established branch networks
and trust services, that Hometown Community Bank either does not expect to
provide or will not provide initially.  As a result of these competitive
factors, Hometown Community Bank may have to pay higher rates of interest to
attract deposits.

FACILITIES

     We plan on building a banking facility to be constructed in Braselton,
Georgia, at the intersection of Highway 53 and New Cut Road.  This facility will
house Hometown Community Bank's office.  Construction on the facility will begin
shortly after Hometown Community Bank breaks escrow.  The building is expected
to include approximately 6,500 square feet of office space.  Prior to completion
of the facility, Hometown Community Bank will operate in a temporary facility at
the site.  We currently lease space at 74 Lagree Duck Road, Braselton, Georgia,
30517.

                                        26
EMPLOYEES

     Hometown Community Bancshares anticipates that, upon commencement of
operations, Hometown Community Bank will have approximately ten full-time
employees and one part-time employees.  Hometown Community Bancshares will not
have any employees other than its officers, none of whom will initially receive
any remuneration for their services to Hometown Community Bancshares.  Sean
Childers, the proposed President and Chief Executive Officer of Hometown
Community Bank is currently employed by Hometown Community Bancshares as its
President and Chief Executive Officer to head the organizational effort for
Hometown Community Bank.  See "Management - Employment Agreements."

LEGAL PROCEEDINGS

     There are no material legal proceedings to which Hometown Community
Bancshares or Hometown Community Bank or any of their properties are subject.

HOLDING COMPANY STRUCTURE

     We initially will engage in no business other than owning and managing
Hometown Community Bank.  We believe that our holding company structure provides
flexibility to Hometown Community Bank that would not otherwise be available.
The holding company structure can assist Hometown Community Bank in maintaining
its required capital ratios because, subject to compliance with Federal Reserve
Board debt guidelines, we may borrow money and contribute the proceeds to
Hometown Community Bank as primary capital.  Moreover, a holding company may
engage in certain non-banking activities that the Federal Reserve Board has
deemed to be closely related to banking in which Hometown Community Bank cannot
engage directly.  See "Supervision and Regulation."  Although we have no present
intention of engaging in any of these activities, if circumstances should lead
us to believe that there is a need for these services in Hometown Community
Bank's market area and that such activities could be profitably conducted, we
would have the flexibility of commencing these activities upon filing a notice
or application with the Federal Reserve Board.

                                        27
MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     As of July 31, 2004, we had total assets of approximately $5,778.  These
assets consisted of cash and interest bearing deposits in banks of $778 and a
retainer of $5,000. Our liabilities at July 31, 2004, were $82,021, and
consisted of amounts owed for a bank line of credit, legal and consultant work.

     We had a net loss from February 12, 2004 (our inception date),  through
July 31, 2004, of $126,243.  This loss resulted primarily from legal and
consultant fees incurred in support of activities related to the initial
organization of Hometown Community Bancshares and Hometown Community Bank.
These activities included (without limitation) the preparation of an application
with the Georgia Department for a state bank charter and an application with the
FDIC for federal deposit insurance, and the preparation of a registration
statement for the offering of our common stock. To facilitate payment of debts
and to continue the pre-opening activities, the Organizers formed HBB, LLC on
February 12, 2004. The LLC was funded by initial capital contributions to the
LLC that were transferred to Hometown Community Bancshares, Inc. upon its
formation on May 12, 2004 and HBB, LLC was dissolved.

     Assuming that the offering is successfully completed, Hometown Community
Bancshares' initial activities will be devoted to organizing Hometown Community
Bank and opening and commencing the business of Hometown Community Bank.  These
organizational activities will include completing all required steps for
approval from the Georgia Department for a state bank charter, equipping the
office of Hometown Community Bank, hiring qualified personnel to work in the
various offices of Hometown Community Bank, conducting public relations
activities on behalf of Hometown Community Bank, developing prospective business
contacts for Hometown Community Bank and Hometown Community Bancshares, and
taking other actions necessary for a successful bank opening.

     Because Hometown Community Bancshares is in the organizational stage, it
has had no operations from which to generate revenues and, until Hometown
Community Bank opens for business, Hometown Community Bancshares' only source of
revenues will be interest earned on subscriptions.  Because these revenues will
be less than the expenses incurred in connection with activities related to the
initial organization of Hometown Community Bancshares and Hometown Community
Bank, Hometown Community Bancshares will incur a net loss through the date of
the opening of Hometown Community Bank.  In addition, Hometown Community
Bancshares anticipates incurring continuing operating losses during Hometown
Community Bank's early stages of operations.

     At least $7,500,000 of the proceeds of this offering will be used to
capitalize Hometown Community Bank and any remainder will be used to pay
organizational expenses of Hometown Community Bancshares and provide working
capital, including additional capital for investment in Hometown Community Bank,
if needed.  See "Use of Proceeds."  Hometown Community Bancshares believes that
this amount will be sufficient to fund the activities of Hometown Community Bank
in its initial stages of operation and that Hometown Community Bank will
generate sufficient income from operations to fund its activities on an on-going
basis for at least five years.  In addition, Hometown Community Bancshares

                                        28
believes that income from the operations of Hometown Community Bank will be
sufficient to fund the activities of Hometown Community Bancshares on an on-
going basis for at least five years.  However, there can be no assurance that
either Hometown Community Bank or Hometown Community Bancshares will achieve any
particular level of profitability.

                                        29
MANAGEMENT

GENERAL

     The following table sets forth the respective names, ages, positions with
Hometown Community Bancshares and Hometown Community Bank, and anticipated
subscriptions of the organizers (each of whom is also a director), executive
officers and others.  The organizers may elect to purchase more than the shares
indicated below.  The only outstanding shares are place-holding shares owned by
the current directors of Hometown Community Bancshares.  These place-holding
shares will be redeemed by Hometown Community Bancshares.

                                                        Percentage   Percentage
                           Position                         of           of
                             With          Anticipated  Outstanding  Outstanding
                           Company/        Subscription   Minimum      Maximum
                             Bank             (1)(2)        (3)          (4)
                             ----             ------       -----        -----
Amyn A. Meghani (33)   Chairman of the Board  50,000        6.3%         4.2%
Ted A. Murphy (67)     Vice Chairman of the   10,000        1.3%         0.8%
                              Board
C. Sean Childers (36)  President, Chief       10,000        1.3%         0.8%
                       Executive Officer
                        and Director
Martha Martin (64)          Director          15,000        1.9%         1.3%
Dr. Terry H. Elrod (43)     Director          19,000        2.4%         1.6%
Chandra Kant I.             Director          25,000        3.1%         2.1%
  "C.K."  Patel (47)
Melvin "Monk" Tolbert (64)  Director          12,500        1.6%         1.0%
All directors and
  executive officers,
  as a group                                 141,500       17.7%        11.8%
___________
(1)  All shares presently owned by the organizers were purchased at a price of
     $10.00 per share, the same price at which shares are being offered to the
     public.
(2)  All of such purchases will be at a price of $10.00 per share, the same
     price at which shares are being offered to the public. Organizers may
     purchase up to 100% of the shares in the offering, if necessary, for
     Hometown Community Bancshares to achieve the minimum capital requirement
     and also may decide to purchase additional shares in the offering even if
     the minimum offering is fully subscribed.  Any shares purchased by the
     organizers in excess of their original commitment will be purchased for
     investment and not with a view to the resale of such shares.  Although each
     organizer has agreed with the other organizers that he will subscribe for
     the number of shares indicated above, neither the organizers nor any other
     subscriber will be obligated to purchase shares except pursuant to a valid
     subscription agreement executed after receipt of this Prospectus.  This
     table includes shares which are expected to be beneficially owned by the
     organizers upon completion of the offering.
(3)  Assumes that the minimum number of 800,000 shares are sold in this
     offering.
(4)  Assumes that the maximum number of 1,200,000 shares are sold in this
     offering.

                                        30
All of the organizers will serve as directors of Hometown Community
Bancshares and Hometown Community Bank.  Biographical information concerning
the organizers is set forth below.

     AMYN A. MEGHANI is the owner of Dunhill Developers LLC, a commercial and
residential real estate developer, and the majority shareholder of Tabo's
Enterprises, Inc., a dry goods and check cashing store located in downtown
Jefferson, Georgia. Mr. Meghani also owns and leases two truck stop/convenience
stores in Fulton County and owns commercial property in Jackson County, Dekalb
County and Whitfield County, Georgia.  Mr. Meghani was born in India and came
to the United States in 1990 to fulfill the all American dream of becoming an
entrepreneur.  Mr. Meghani began his career working in the retail industry for
several convenience stores in metro Atlanta.  Mr. Meghani used his savings to
purchase Tabo's, a convenience store in 1995.  Through either Tabo's or Dunhill,
Mr. Meghani has developed, operated and/or sold various residential and
commercial real properties and businesses in Georgia, including in Fulton, Hall
and Jackson Counties.  Today, Mr. Meghani's businesses directly or indirectly
employ over thirty people.

     Mr. Meghani and his businesses are actively involved in his community.
Tabo's is a Partner in Education with Jefferson High School and actively
supports and sponsors all of the sports' activities of the school.  They donate
generously to and are a corporate sponsor for the Relay for Life team in
Jefferson, the St. Jude Walk for Life charity in Braselton and other local
charities and organizations.  Mr. Meghani is an honored recipient of the MLK
Service Award from the Jackson County Chamber of Commerce and is an active
member of the Georgia, Jackson County and Gwinnett County Chambers of Commerce.

     Mr. Meghani recently moved from Jefferson to the Sugarloaf community in
Gwinnett County and is married with two children who attend Greater Atlanta
Christian School.

     TED A. MURPHY was born and raised in East Point, Fulton County, Georgia.
He attended Russell High in East Point and Georgia State College for two years.
Mr. Murphy has over 45 years of commercial bank experience.  Mr. Murphy served
as Chief Executive Officer, President and Board member in community banks in
Georgia for over 25 years.  Mr. Murphy was president of his high school class
his senior year.  Mr. Murphy began working for The First National Bank of
Atlanta in 1954 during his junior year in high school working in numerous
operations departments and was employed full time after graduating.  Mr. Murphy
joined The C & S National Bank in 1961 in the branch network and later was
transferred to the Auditing Department.  In 1966 he assisted in opening a new C
& S Bank affiliate in Roswell, GA. as Cashier in charge of Branch Operations.
In December 1968, Mr. Murphy joined the Citizens Bank of Alpharetta as a Senior
Loan Officer and in 1970 opened Citizens Bank of Clarkston (later Citizens
Dekalb Bank) as President, CEO and later Chairman of the Board.  Mr. Murphy
remained there until 1987 when First Union National Bank purchased the bank.
At First Union, Mr. Murphy served as a Senior Area Manager in charge of all
Dekalb County Branches.  In September 1988, Mr. Murphy was encouraged to start
a new bank in Tucker, Georgia along with several of his previous board members.
Mr. Murphy opened Dekalb State Bank (later Community Bank of Georgia) in August
of 1991.  Mr. Murphy served as President and Chief Executive Officer of
Community Bank of Georgia and was a member of its board of directors until its
merger with First Sterling (now Main Street Bank) on May 23, 1999. Mr. Murphy

                                        31
served on the Board of Directors of the merged company and as President of
Community Bank of Georgia after the merger until his retirement on December 31,
2000.

     Mr. Murphy has enjoyed community banking and has served the following
community organizations; Director of Alpharetta Jaycees, Member of the Dekalb
Chamber of Commerce, President of the Clarkston Business Association, District
Captain of the Dekalb County American Heart Association, Co-Chairman (Central
Dekalb)-American Cancer Society, Board Member of MARR (Metro-Atlanta Recovery
Residences-Drug Abuse), Board Chairman of The HUB (Psychological assistance for
needy families), Treasurer of the Dekalb County Schools Foundation, Partner in
Education-Brockett Elementary School, Board member- Atlanta Hospital Hospitality
Association, and the President of Stone Mountain Rotary Club.

     Mr. Murphy is married to Bonnie S. Murphy and they have two sons and four
daughters.  They enjoy 13 grandchildren and two great-grandchildren.  They
reside in Cleveland, Georgia where they built their retirement home in 2001.
Mr. Murphy enjoys (when time permits) golf, gardening, exercise and woodworking.

     C. SEAN CHILDERS is the President and Chief Executive Officer of Hometown
Community Bancshares and the proposed President and Chief Executive Officer of
Hometown Community Bank.  Mr. Childers grew up and resides in South Hall County
where he lives on property that has been his family's home for five generations.
Mr. Childers holds an Associate of Arts in Business Administration from
Gainesville College and a Bachelor of Science in Consumer Economics from the
University of Georgia. In addition, Mr. Childers is a graduate of Louisiana
State University's Graduate School of Banking. Mr. Childers has over 13 years of
banking experience, most recently as Senior Vice President- Retail Banking
Services of Gainesville Bank & Trust, the lead bank in the $1 billion community
bank holding company, GB&T Bancshares. Mr. Childers has extensive experience in
credit, strategic planning, risk management, business development, public
relations, asset/liability management, bank investment strategies, compliance
and management of branch operations.  Mr. Childers has attracted customers and
originated loans throughout Hometown Community Bank's primary service area.

     Mr. Childers began his banking career in 1991 with First National Bank of
Gainesville as the assistant branch manager in the Oakwood branch.  Mr. Childers
left the First National Bank of Gainesville in 1995 and joined GB&T as branch
manager of the Oakwood branch where he was responsible for all facets of branch
management and operations.  In 1999, Mr. Childers was promoted to Real Estate
Lending Services within GB&T where he was responsible for originating commercial
and residential acquisition and development loans, commercial and residential
construction loans and commercial and consumer loans to developers and
contractors.  In 2003, Mr. Childers was again promoted within GB&T to Senior
Vice President- Retail Banking Services where he was responsible for the
profitability and support of an eight branch retail banking system in addition
to the internet banking and credit card divisions.  The eleven lenders in the
branches under his management originated and processed a variety of loans
including consumer loans, commercial and residential real estate acquisition &
development loans, commercial and residential real estate construction loans and
commercial loans. All loans made within the Retail Division were approved by Mr.
Childers. Mr. Childers sat on the eight member officer's loan committee and
recommended loans to the director's loan committee. He was a member of GB&T's

                                        32
Asset-Liability Committee and a member of the bank's Electronic Data Processing
Steering Committee.

     Mr. Childers is active in his community. He is a member of the South Hall
Rotary Club and has served as President, Director and Secretary of the Club and
was the 1999 Rotarian of the Year.  Mr. Childers has served the Gainesville
College Alumni Association as Secretary, Vice President and is currently the
second term President. Mr. Childers is a graduate of the 2003-2004 New
Leadership Hall County Class.  Mr. Childers, his wife Karen (a fourth generation
Hall County resident) and their two children attend St. Gabriel's Episcopal
Church in Oakwood.

     MARTHA MARTIN was born in Gainesville, Georgia, and grew up in Forsyth
County before moving to Hoschton, Georgia in 9th grade.  Mrs. Martin graduated
from and was senior class President of Braselton/Jackson County High School.
After graduation from Marsh Business School, Mrs. Martin worked for Gainesville
National Bank in 1959 and 1960.  Mrs. Martin entered the trucking industry as an
employee in 1960 and bought her first truck in 1966.  Today, Mrs. Martin is the
President and owner of Phil-Mart Transportation, a long distance carrier that
operates twenty-two trucks that move goods between Atlanta, Georgia and Chicago,
Illinois.  Mrs. Martin also owns rental properties in Hall, White, Henry and
Jackson Counties.

     Mrs. Martin has a distinguished career of community service.  Mrs. Martin
served on the Jackson County Industrial Development Authority (IDA) from 1988
until 2002 having served at various times as Secretary, Treasurer, Vice Chairman
and Chairman of the Authority.  Mrs. Martin now serves as co-chairman of the
Women in Business of the Jackson County Chamber of Commerce, Treasurer of the
Braselton Women's Club, President elect-elect of the Rotary Club of Braselton,
and serves on the Board of the Georgia Motor Truckers Association, the Braselton
Area Safety and Service Fund and the Traffic Club of Gainesville.  Mrs. Martin
is a member of the Braselton Business Association, the Jackson County Chamber of
Commerce, the Barrow County Chamber of Commerce, the Braselton-West Jackson
Friends of the Library and the Tara Place Homeowners Association.

     Mrs. Martin and her husband of 45 years have two children and one
grandchild and have homes in Hoschton and on the lake in Gainesville.  The
Martin family belongs to Zion Baptist Church in Braselton and attends New Bridge
Baptist Church when in Gainesville.  An avid NASCAR fan, Mrs. Martin owns a
condominium at Atlanta Motor Speedway, sponsors drivers at three tracks, and
spends what little free time she has traveling to different racetracks during
the NASCAR season.

     DR. TERRY H. ELROD was born in Gainesville, Georgia, raised in Maysville,
Georgia, attended Maysville Elementary School, and graduated as the 1979
valedictorian of Commerce High School.  Dr. Elrod attended Gordon Junior College
in Barnesville, Georgia, graduating with an Associate of Arts degree in
Psychology and from West Georgia College in Carrollton, Georgia with a Bachelor
of Arts in Biology, minoring in Chemistry and Physics.  Dr. Elrod's classroom
accomplishments were recognized at Gordon Junior College by being named Student
Athlete of the Year in 1981 and also at West Georgia College having been awarded
Biology Student of the Year in 1982 and Student Athlete of the Year in 1983.
Dr. Elrod was selected as Captain of his intercollegiate baseball teams both at
Gordon Junior College and at West Georgia College.  Dr. Elrod then served as an
assistant baseball coach at West Georgia, before his acceptance into the Dental

                                        33
School at the Medical College of Georgia.  Dr. Elrod graduated in the top 10 in
his class from the Medical College of Georgia School of Dentistry with a
Doctorate of Dental Medicine in 1988.

     Dr. Elrod first entered into dental practice in Gainesville, Georgia as an
associate partner in 1988.  Dr. Elrod and his business partner now own and
operate dental practices in Tucker, Georgia and Lilburn, where Dr. Elrod has
been practicing for 13 years.  Dr. Elrod is currently President of Elrod &
Price, PC and Vice President of Parson's Plantation Property Owners Association.
Dr. Elrod  is also a current member of the American Dental Association, Georgia
Dental Association, Northern District Dental Society, Hinman Dental Society, and
the American Diabetes Association.

     Dr. Elrod is married with two children who attend Greater Atlanta Christian
School.  The Elrod family attends North Point Community Church in Alpharetta,
Georgia.

     CHANDRA KANT I. "C.K." PATEL is a second-generation hotelier, whose hotel
experience ranges from his first independent property in Commerce, Georgia,
which he purchased in 1982, to owning and operating full-service Holiday Inns.
In 1996, Mr. Patel helped open Quantum National Bank, the first bank owned by
Indian Americans in the Southeast.  The bank has grown its assets tremendously
since then.  As a founding director, Mr. Patel served on the Quantum National
Bank's Board of Directors as chairman of its Funds Management Committee and as a
member of its Loan Committee.

     Mr. Patel is a founding member of Asian American Hotel Owners Association
(AAHOA) and has served on the AAHOA board of directors for many years.  AAHOA
is the fastest-growing hospitality organization in the United States.  Founded
in 1989, AAHOA has grown from 100 to 8,000 members including a 30 percent
increase in membership since April 2003.  Mr. Patel has served in many roles
within AAHOA, including as chair and co-chair of the Education Committee, as a
member of the Membership Growth and Benefits Committee, and as a member of the
Resource Development Committee.  In 2001, Mr. Patel chaired the E-Commerce
Committee during which time he proved to be a strong advocate of Web-based
technology for greater communication within the association and building
alliances with vendors and business partners for the procurement of lodging
products.  In his role as deputy chairman of the US Disaster Domestic Fund, Mr.
Patel also worked to develop "101,000 Room Nights Drive for America" to benefit
deployed military personnel.  Mr. Patel lives in Atlanta with his wife and two
children.

     MELVIN "MONK" TOLBERT was born and raised in Jefferson, Georgia and moved
to Pendergrass, Georgia in 1970. He graduated from Jefferson High School in 1958
and Georgia State University in 1967 and served in the Georgia National Guard
from 1958-1966.  Mr. Tolbert was employed by Sherwin Williams Paint Co. and the
Ivan Allan Co. from 1960-1970.  In 1970, Mr. Tolbert and his family secured a
franchise for OTASCO Home & Auto in Jefferson where he was employed with the
store until 1990.  Mr. Tolbert co-founded and worked for Tolbert Financial
Services, a retail lender of primarily uncollateralized loans of between $100
and $3,000, from 1990 until 2003 when the company was sold to World Finance.
From 1995-1997, Mr. Tolbert and family owned and managed Mortgage Services of
Georgia, a residential mortgage broker. In 1991, the family formed Professional
Realty, where Mr. Tolbert continues to manage commercial and sell residential
properties.  Mr. Tolbert became a Graduate of REALTOR Institute in 1997.
Graduate REALTOR Institute represents the most recognized professional
designation in the real estate industry.  The designation is conferred on

                                        34
qualified individuals by the various state associations of REALTORS, with the
National Association of REALTORS educational standards assuring excellence among
the curricula.

     Mr. Tolbert is committed to serving his community.  Mr. Tolbert is past
President of the Jefferson Area Merchants Association, past President of the
Jefferson Rotary Club, and past Director of the I-85 Board of Realtors.  Mr.
Tolbert served on the Pendergrass City Council from 2000 until 2002 when he
became Mayor.  Mr. Tolbert is currently serving his second term as Mayor of
Pendergrass.  Mr. Tolbert is also a member of the Board of Directors of the
Jackson County Chamber of Commerce and is a member of the Jackson County Mayors
Association.

EMPLOYMENT AGREEMENTS

     We have entered into an employment agreement with Sean Childers pursuant
to which Mr. Childers will serve as the President and Chief Executive Officer
of Hometown Community Bancshares and the proposed President and Chief Executive
Officer of Hometown Community Bank.  The employment agreement provides for a
starting salary of $135,000 per annum.  In addition, Mr. Childers will be
eligible to receive warrants for the purchase of stock in the same capacity as
each organizer and up to 25,000 stock options, exercisable at the initial
offering price of Hometown Community Bancshares' common stock.  Mr. Childers
will participate in and receive medical, dental, and disability coverage as
provided to employees of Hometown Community Bank.  In addition, Hometown
Community Bank will reimburse Mr. Childers for reasonable out-of-pocket expenses
incurred in the fulfilling of his duties and will pay other expenses as approved
by the Board, including membership fees or dues for social and civic clubs and
professional organizations.  The employment agreement is terminable immediately
for cause (as defined in the employment agreement) or upon the death or complete
disability of Mr. Childers.  The employment agreement may also be terminated by
mutual agreement of the parties.  In addition, Mr. Childers may not disclose any
confidential information (as defined in the employment agreement) regarding
Hometown Community Bancshares or Hometown Community Bank or its business.

     We have entered into a consulting agreement with Ted Murphy pursuant to
which Mr. Murphy will serve as a consultant to Hometown Community Bank.  The
consulting agreement provides for a monthly compensation of $5,000 per month.
In addition, Mr. Murphy will be eligible to receive up to 5,000 stock options,
exercisable at the initial offering price of Hometown Community Bancshares'
common stock. In addition, Hometown Community Bank will reimburse Mr. Murphy for
reasonable out-of-pocket expenses incurred in the fulfilling of his duties. The
consulting agreement is terminable immediately for cause (as defined in the
consulting agreement) or upon the death or complete disability of Mr. Murphy.
In addition, Hometown Community Bank may terminate the consulting agreement
without cause.  The consulting agreement may also be terminated by mutual
agreement of the parties.  The consulting agreement will automatically terminate
within twelve months of the date that efforts to obtain a charter for the
operation of its banking corporation have ceased. In addition, Mr. Murphy may
not disclose any confidential information (as defined in the employment
agreement) regarding Hometown Community Bancshares or Hometown Community Bank or
its business.

                                        35
STOCK BENEFIT PLANS AND WARRANTS

     We plan to establish a stock incentive plan that will allow us to grant
stock options to employees, officers, directors, and others who contribute
significantly to our success and the success of Hometown Community Bank.  We
will reserve 120,000 shares of our common stock for issuance under the stock
incentive plan, including the shares issuable to Messrs. Childers and Murphy
under their respective employment/consulting agreements.

     Once Hometown Community Bank opens for business, we plan to grant stock
options to purchase 10,000 shares of our common stock to Robert M. Martin and
grant stock options to purchase 2,500 shares of our common stock to Byron
Richardson for their assistance with the organization of Hometown Community
Bank.  If for any reason the Options described above are not awarded to Mr.
Richardson within three months of the date the Bank is chartered or 30 days
after the issuance of stock certificates, whichever is earlier, then Hometown
Community Bancshares shall immediately pay Mr. Richardson an amount equal to
$1.25 per option.

     In consideration of their efforts in organizing Hometown Community Bank
and Hometown Community Bancshares and their commitment to serve as the initial
directors, we intend, subject to regulatory approval, to issue to each organizer
warrants to purchase shares of our common stock at the original offering price
of $10.00 per share to be exercised at any time within ten years of the opening
date of Community Bank.  Each organizer will be awarded one warrant for each
share purchased.  Based on the proposed purchases by the organizers, the
organizers will be granted a total of 141,500 warrants for the organizers as a
group.  The warrants will vest in three equal annual installments beginning on
the first anniversary of Hometown Community Bank's opening for business and
ending on the third anniversary of Hometown Community Bank's opening for
business, contingent upon continued service on our Board of Directors and the
Board of Directors of Hometown Community Bank.  If Hometown Community Bank's
capital falls below regulatory minimums established by the Georgia Department
and the FDIC, the Georgia Department can direct that the warrants must be
exercised or forfeited.  The Warrants are not transferable.

DIRECTOR COMPENSATION

     We do not intend to pay, nor permit Hometown Community Bank to pay,
directors' fees in the initial years of operation.

INTERESTS OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

     The Board is comprised of highly educated and ethical members of the
community.  Each one recognizes the potential problems inherent in engaging the
businesses in which they are involved to provide services or goods to Hometown
Community Bank.  As such, the Board will evaluate each service and good to make
sure that there is not any impropriety, in actuality or appearance.  All Board
members must attend seminars and other educational sessions conducted by bank
trade organizations to help ensure that they are educated and knowledgeable
about banking and their responsibilities as Board members.  No transaction is
completed without full and open discussion of the terms of the transaction,
copies of all documents being provided to each Board member and open discussion
among the Board members.  The interested Board member cannot vote on the
proposed transaction or contract and may, at the sole discretion of the other
Board members, be excused during the Board discussion.  On a continuing basis,

                                        36
any Board member may ask questions or raise concerns about any contract with a
Board member and such concerns or questions will be addressed promptly.

     We have entered into an option agreement with Amyn Meghani, our Chairman
and an organizer and proposed Chairman of Hometown Community Bank, to acquire
a parcel of real property on which we plan on constructing the headquarters of
Hometown Community Bank.  Our Board of Directors has retained an independent MAI
appraiser to determine that the purchase amount is at fair market value.  The
option to purchase at the negotiated price expires on January 31, 2005.  Our
Board of Directors is aware of this related party transaction and unanimously
approved the option from Mr. Meghani subject to market value confirmation from
an independent MAI appraisal.  Mr. Meghani was not present for the vote on the
transaction.

     For the first six months of operation, Hometown Community Bank will operate
from a leased or purchased modular bank building located on the site of the
headquarters.  The modular bank building will be leased or purchased from an
unrelated party.  The organizers will construct a headquarters facility that
Hometown Community Bank will occupy sometime during the second half of the first
year of operation.  The headquarters facility will be owned by Hometown
Community Bank.  The purchase of the real estate will be subject to appraisals
and approval by the appropriate regulators.

     We and Hometown Community Bank may have banking and other transactions in
the ordinary course of business with organizers, directors, and officers of
Hometown Community Bancshares and Hometown Community Bank and their affiliates,
including members of their families or corporations, partnerships, or other
organizations in which such organizers, officers, or directors have a
controlling interest, on substantially the same terms (including price, or
interest rates and collateral) as those prevailing at the time for comparable
transactions with unrelated parties.  Such transactions are not expected to
involve more than the normal risk of collectability nor present other
unfavorable features to Hometown Community Bancshares and Hometown Community
Bank.  Hometown Community Bank is subject to a limit on the aggregate amount it
could lend to its directors and officers and Hometown Community Bancshares'
directors and officers as a group equal to its unimpaired capital and surplus
(or, under a regulatory exemption available to banks with less than $100 million
in deposits, twice that amount), loans to individual directors and officers must
also comply with Hometown Community Bank's lending policies and statutory
lending limits, and directors with a personal interest in any loan application
will be excluded from the consideration of such loan application.

EXCULPATION AND INDEMNIFICATION

     Our Articles of Incorporation contain a conditional provision which,
subject to certain exceptions described below, eliminates the liability of a
director to us or our shareholders for monetary damages for any breach of duty
as a director.  This provision does not eliminate such liability to the extent
the director (i) appropriated, in violation of his duties, any of our business
opportunities, (ii) engaged in intentional misconduct or a knowing violation of
law, (iii) permitted any unlawful distribution, or (iv) derived an improper
personal benefit.

                                        37
Our Bylaws require us to indemnify any person who was, is, or is threatened
to be made defendant or respondent in any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, by reason of service by such person as a director of Hometown
Community Bancshares or Hometown Community Bank or any other corporation which
he served as such at our request.  Except as noted in the next paragraph,
directors are entitled to be indemnified against judgments, penalties, fines,
settlements, and reasonable expenses actually incurred by the director in
connection with the proceeding.  Directors are also entitled to have us advance
any such expenses prior to final disposition of the proceeding, upon delivery of
a written affirmation by the director of his good faith belief that the standard
of conduct necessary for indemnification has been met and a written undertaking
to repay the amounts advanced if it is ultimately determined that the standard
of conduct has not been met.

     Under the Bylaws, indemnification will be disallowed if it is established
that the director (i) appropriated, in violation of his duties, any of our
business opportunities, (ii) engaged in willful misconduct or a knowing
violation of law, (iii) permitted any unlawful distribution, or (iv) derived an
improper personal benefit.  In addition to our Bylaws, Section 18-2-852 of the
Georgia Business Corporation Code requires that a corporation indemnify a
director "who was wholly successful, on the merits or otherwise, in the defense
of any proceeding to which he or she was a party because he or she was a
director of the corporation against reasonable expenses incurred by the director
in connection with the proceeding."  The Corporation Code also provides that
upon application of a director a court may order indemnification if it
determines that the director is entitled to such indemnification under the
applicable standard of the Corporation Code.

     We also have the authority to extend to officers, employees, and agents
the same indemnification rights held by directors, subject to all of the
accompanying conditions and obligations.  We have extended or intends to extend
indemnification rights to all of our executive officers.  We may enter into
indemnity agreements with our directors and officers.

       DESCRIPTION OF CAPITAL STOCK OF HOMETOWN COMMUNITY BANCSHARES

GENERAL

     Our authorized capital stock consists of 10,000,000 shares of common stock,
par value $.01 per share, and 1,000,000 shares of special stock, no par value
per share.  The following summary describes our capital stock.  Reference is
made to our Articles of Incorporation, which are filed as an exhibit to the
registration statement of which this prospectus forms a part, for a detailed
description of the provisions thereof summarized below.

COMMON STOCK

     Holders of shares of common stock are entitled to receive such dividends
as may from time to time be declared by the Board of Directors out of funds
legally available therefor.  We do not plan to declare any dividends in the
immediate future.  See "Dividend Policy."  Holders of common stock are entitled

                                        38
to one vote per share on all matters on which the holders of common stock are
entitled to vote and do not have any cumulative voting rights.  Holders of
common stock have no preemptive, conversion, redemption or sinking fund rights.
In the event of a liquidation, dissolution or winding-up of us, holders of
common stock are entitled to share equally and ratably in our assets, if any,
remaining after the payment of all of our debts and liabilities and the
liquidation preference of any outstanding special stock.  The outstanding shares
of common stock are, and the shares of common stock offered by us hereby when
issued will be, fully paid and nonassessable.  The rights, preferences and
privileges of holders of common stock are subject to any classes or series of
special stock that we may issue in the future.

     There currently is no market for the shares, and, although we have filed a
registration statement with the SEC to register the issuance of the common stock
in the offering under the Securities Act of 1933, it is not likely that any
trading market will develop for the shares in the future.  There are no present
plans for the common stock to be traded on any stock exchange or in the over-
the-counter market.

SPECIAL STOCK

     The Articles of Incorporation provide that the Board of Directors is
authorized, without further action by the holders of the common stock, to
provide for the issuance of shares of the special stock in one or more classes
or series and to fix the preferences, limitations, and relative rights thereof,
and to fix the number of shares to be included in any such classes or series.
Any special stock so issued may rank senior to the common stock with respect to
the payment of dividends or amounts upon liquidation, dissolution or winding-up,
or both.  In addition, any such shares of special stock may have class or series
voting rights.  Upon completion of this offering, we will not have any shares of
special stock outstanding.  Issuances of special stock, while providing us with
flexibility in connection with general corporate purposes, may, among other
things, have an adverse effect on the rights of holders of common stock, and in
certain circumstances such issuances could have the effect of decreasing the
market price of the common stock.  We have no present plan to issue any shares
of special stock.

CERTAIN ANTITAKEOVER EFFECTS

     The provisions of the Articles of Incorporation, the Bylaws and the
Corporation Code summarized in the following paragraphs may be deemed to have
antitakeover effects and may delay, defer or prevent a tender offer or takeover
attempt that a shareholder might consider to be in such shareholder's best
interest, including those attempts that might result in a premium over the
market price for the shares held by shareholders, and may make removal of
management more difficult.

     Authorized but Unissued Stock.  The authorized but unissued shares of
common stock and special stock will be available for future issuance without
shareholder approval.  These additional shares may be used for a variety of
corporate purposes, including future public offerings to raise additional
capital, corporate acquisitions, and employee benefit plans.  The existence of
authorized but unissued and unreserved shares of common stock and special stock
may enable the Board of Directors to issue shares to persons friendly to current
management, which could render more difficult or discourage any attempt to
obtain control of Hometown Community Bancshares by means of a proxy contest,
tender offer, merger or otherwise, and thereby protect the continuity of
Hometown Community Bancshares' management.

                                        39
Advance Notice Requirements for Shareholder Proposals.  The Bylaws
establish advance notice procedures with regard to proposals raised, other than
by or at the direction of the Board of Directors, at any meeting of the
shareholders of Hometown Community Bancshares. These procedures provide that the
notice of shareholder proposals must be in writing and be received by the
Secretary of Hometown Community Bancshares on or before the later to occur of
(i) 14 days prior to the meeting or (ii) 5 days after notice of the meeting is
provided to the shareholders.  We may reject a shareholder proposal that is not
made in accordance with such procedures.

     Certain Nomination Requirements.  Pursuant to the Bylaws, we have
established certain nomination requirements for an individual to be elected as
a director of Hometown Community Bancshares at any annual or special meeting of
the shareholders, including that the nominating party provide us within a
specified time prior to the meeting (i) notice that such party intends to
nominate the proposed director; (ii) the name and certain biographical
information on the nominee; and (iii) a statement that the nominee has consented
to the nomination.  The chairman of any shareholders' meeting may, for good
cause shown, waive the operation of these provisions.  These provisions could
reduce the likelihood that a third party would nominate and elect individuals to
serve on the Board of Directors.

     Consideration of Other Constituencies in Mergers.  The Corporation Code
grants the Board of Directors the discretion, when considering whether a
proposed merger or similar transaction is in the best interests of Hometown
Community Bancshares and its shareholders, to take into account the effect of
the transaction on the employees, customers, suppliers, and creditors of
Hometown Community Bancshares and upon the communities in which the offices of
Hometown Community Bancshares are located.

SHARES ELIGIBLE FOR FUTURE SALE

     Upon completion of this offering, Hometown Community Bancshares will have
a minimum of 800,000 and a maximum of 1,200,000 shares of common stock
outstanding.  The shares sold in this offering will be freely tradable, without
restriction or registration under the Securities Act, except for shares
purchased by "affiliates" of Hometown Community Bancshares, which will be
subject to resale restrictions under the Securities Act.  An affiliate of the
issuer is defined in Rule 144 under the Securities Act as a person that directly
or indirectly, through one or more intermediaries, controls, is controlled by,
or is under common control with the issuer.  Rule 405 under the Securities Act
defines the term "control" to mean the possession, direct or indirect, of the
power to direct or cause the direction of the management and policies of the
person whether through the ownership of voting securities, by contract or
otherwise.  Directors of Hometown Community Bancshares and Hometown Community
Bank will likely be deemed to be affiliates.  These securities held by
affiliates may be sold without registration in accordance with the provisions
of Rule 144 or another exemption from registration.

     In general, under Rule 144, an affiliate of Hometown Community Bancshares
or a person holding restricted shares may sell, within any three-month period, a
number of shares no greater than 1% of the then outstanding shares of the common
stock or the average weekly trading volume of the common stock during the four
calendar weeks preceding the sale, whichever is greater.  Rule 144 also requires
that the securities must be sold in "brokers' transactions," as defined in the

                                        40
Securities Act, and the person selling the securities may not solicit orders or
make any payment in connection with the offer or sale of securities to any
person other than the broker who executes the order to sell the securities.
This requirement may make the sale of the common stock by affiliates of Hometown
Community Bancshares pursuant to Rule 144 difficult if no trading market
develops in the common stock.  Rule 144 also requires persons holding restricted
securities to hold the shares for at least one year prior to sale.

                         SUPERVISION AND REGULATION

     Hometown Community Bancshares and Hometown Community Bank will be
extensively regulated under federal and state laws and regulations.  These laws
and regulations generally are intended to protect depositors, not shareholders.
The following is a summary description of certain provisions of selected laws
and regulations that affect bank holding companies and banks.  To the extent
that the following summary describes statutory or regulatory provisions, it is
qualified in its entirety by reference to the particular statutory and
regulatory provisions.  Any change in applicable laws or regulations may have a
material effect on the business and prospects of Hometown Community Bancshares
and Hometown Community Bank.

     Beginning with the enactment of the Financial Institutions Reform, Recovery
and Enforcement Act of 1989 ("FIRREA") and following with the Federal Deposit
Insurance Corporation Improvement Act of 1991 ("FDICIA"), numerous additional
regulatory requirements have been placed on the banking industry in the past ten
years, and additional changes have been proposed.  The banking industry has also
changed significantly as a result of the passage of the Riegle-Neal Interstate
Banking and Branching Efficiency Act of 1994 (the "Interstate Banking Act") and
the Financial Services Modernization Act of 1999.  Our operations may be
affected by legislative changes and new policies of various regulatory
authorities.  We cannot predict the nature or the extent of the effect on its
business and earnings that fiscal or monetary policies, economic conditions, or
new federal or state legislation may have in the future.

HOMETOWN COMMUNITY BANCSHARES

     We will be a bank holding company within the meaning of the Federal Bank
Holding Company Act of 1956, as amended (the "BHCA").  Under the BHCA, we will
be subject to periodic examination by the Federal Reserve and will be required
to file periodic reports of our operations and such additional information as
the Federal Reserve may require.

     INVESTMENTS, CONTROL AND ACTIVITIES.  With certain limited exceptions, the
BHCA requires every bank holding company to obtain prior approval of the Federal
Reserve:

        *   to acquire the ownership or control of more than 5% of any class
            of voting stock of any bank not already controlled by it;
        *   for it or any subsidiary (other than a bank) to acquire all or
            substantially all of the assets of a bank; and
        *   to merge or consolidate with any other bank holding company.

                                        41
In addition, and subject to certain exceptions, the BHCA and the Change in
Bank Control Act, together with regulations thereunder, require Federal Reserve
approval (or, depending on the circumstances, no notice of disapproval) prior to
any person or company acquiring "control" of a bank holding company.  Control is
conclusively presumed to exist if an individual or company acquires 25% or more
of any class of voting securities of the bank holding company.  Control is
presumed to exist, subject to rebuttal, if a person acquires 10% or more but
less than 25% of any class of voting securities and either the bank holding
company has registered securities under Section 12 of the Exchange Act or no
other person will own a greater percentage of that class of voting securities
immediately after the transaction.  Applicable regulations provide a procedure
for challenge of the rebuttable control presumption.

     The BHCA further provides that the Federal Reserve may not approve any
transaction that would result in a monopoly, or the effect of which may be
substantially to lessen competition in any section of the country, or that in
any other manner would be in restraint of trade, unless the transaction's
anticompetitive effects are clearly outweighed by the public interest.  The
Federal Reserve is also required to consider the financial and managerial
resources and future prospects of the bank holding companies and banks concerned
and the convenience and needs of the community to be served.

     Under the Federal Reserve Act, subsidiary banks of a bank holding company
are subject to certain restrictions on extensions of credit to the bank holding
company or its subsidiaries, on investments in their securities and on the use
of their securities as collateral for loans to any borrower.  These regulations
and restrictions may limit our ability to obtain funds from Hometown Community
Bank for our cash needs, including funds for the payment of dividends, interest
and operating expenses.  Further, federal law prohibits a bank holding company
and its subsidiaries from engaging in certain tie-in arrangements in connection
with any extension of credit, lease or sale of property, or the furnishing of
services.

     PERMITTED ACTIVITIES.  Until recently, the BHCA generally prohibited bank
holding companies from engaging in activities other than banking or managing or
controlling banks or other permissible subsidiaries and from acquiring or
retaining direct or indirect control of any company engaged in any activities
other than those activities determined by the Federal Reserve to be so closely
related to banking or managing or controlling banks as to be a proper incident
thereto.  In determining whether a particular activity is permissible, the
Federal Reserve considered whether the performance of such an activity
reasonably could be expected to produce benefits to the public that outweigh
possible adverse effects.

     The Federal Reserve has determined that the following are among the
activities permissible for bank holding companies:

        *   factoring accounts receivable;
        *   acquiring or servicing loans;
        *   leasing personal property;
        *   conducting discount securities brokerage activities;
        *   performing certain data processing services;

                                        42
*   acting as agent or broker in selling credit life insurance and
            certain other types of insurance in connection with credit
            transactions;  and
        *   performing certain insurance underwriting activities

     Despite prior approval, the Federal Reserve has the power to order a
holding company or its subsidiaries to terminate any activity or to terminate
its ownership or control of any subsidiary when it has reasonable cause to
believe that continuation of such activity or such ownership or control
constitutes a serious risk to the financial safety, soundness, or stability of
any bank subsidiary of that bank holding company.

     NEW LEGISLATION.  Changes to federal law that took effect in March 2000,
and new regulations to implement these changes, allow qualifying bank holding
companies to become financial holding companies that may affiliate with
securities firms and insurance companies and engage in other activities that are
financial in nature.  Activities that are financial in nature include:

        *   securities underwriting;
        *   dealing and market making;
        *   sponsoring mutual funds and investment companies;
        *   insurance underwriting and agency;
        *   merchant banking activities; and
        *   activities that the Federal Reserve determines to be closely related
            to banking.

     For Hometown Community Bancshares to qualify to become a financial holding
company, its depository institution subsidiaries must be well capitalized and
well managed and must have a Community Reinvestment Act rating of at least
"satisfactory."  In addition, we will file an election with the Federal Reserve
to become a financial holding company and give the Federal Reserve 30 days
written notice prior to engaging in a permitted financial activity.  Although we
do not have any immediate plans to file such an election, our holding company
structure will give us the flexibility to make such an election if deemed
appropriate in the future.

     The federal law that took effect in March 2000 also contains provisions
that directly impact the following activities and operations of the Hometown
Community Bank:

        *   Any insurance activities;
        *   The activities of and qualifications for any of Hometown Community
            Bank's financial subsidiaries; and
        *   Its privacy policies and practices concerning disclosure of consumer
            information.

     SOURCE OF STRENGTH; CROSS-GUARANTEE.  Under Federal Reserve policy, a bank
holding company is expected to act as a source of financial strength to its bank
subsidiaries and to commit resources to support these subsidiaries.  This
support may be required at times when, absent such policy, the bank holding
company might not otherwise provide such support.  Under this policy, a bank
holding company may be required to loan money to its subsidiary banks in the
form of capital notes or other instruments that qualify for capital under
regulatory rules.  Under the BHCA, the Federal Reserve also may require a bank
holding company to terminate any activity or relinquish control of a non-bank
subsidiary (other than a non-bank subsidiary of a bank) upon the Federal

                                        43
Reserve's determination that such activity or control constitutes a serious risk
to the financial soundness or stability of any subsidiary depository institution
of the bank holding company.

     Federal bank regulatory agencies have additional discretion to require a
bank holding company to divest itself of any bank or non-bank subsidiary if the
agency determines that divestiture may aid the depository institution's
financial condition.  Hometown Community Bank may be required to indemnify, or
cross-guarantee, the FDIC against losses it incurs with respect to any other
bank controlled by us, which in effect will make our equity investments in
healthy bank subsidiaries available to the FDIC to assist any failing or failed
bank subsidiary we may have.

     STATE REGULATION.  Our activities will be subject to certain provisions of
The Financial Institutions Code of Georgia and regulations issued pursuant to
such code.  These provisions are administered by the Georgia Department, which
has concurrent jurisdiction with the Federal Reserve over our activities.  The
laws and regulations administered by the Georgia Department are generally
consistent with, or supplemental to, the federal laws and regulations discussed
herein.

HOMETOWN COMMUNITY BANK

     As a banking corporation organized under the laws of the State of Georgia,
Hometown Community Bank will be subject to supervision and examination by the
Georgia Department and the Federal Deposit Insurance Corporation (the "FDIC").
Deposits in Hometown Community Bank will be insured by the FDIC up to a maximum
amount (generally $100,000 per depositor, subject to aggregation rules).  The
Georgia Department and the FDIC will regulate or monitor all areas of Hometown
Community Bank's commercial banking operations, including security devices and
procedures, adequacy of capitalization and loan loss reserves, loans,
investments, borrowings, deposits, mergers, consolidations, reorganizations,
issuance of securities, payment of dividends, interest rates, establishment of
branches, and other aspects of its operations.  These agencies will require
Hometown Community Bank to maintain certain capital ratios and impose
limitations on Hometown Community Bank's aggregate investment in real estate,
bank premises and furniture and fixtures.  Hometown Community Bank will be
required by the FDIC to prepare quarterly reports on Hometown Community Bank's
financial condition and to conduct an annual audit of its financial affairs in
compliance with minimum standards and procedures prescribed by the FDIC.

     Under FDICIA, all insured depository institutions must undergo periodic on-
site examination by the appropriate federal banking agency.  The cost of
examinations of insured depository institutions and any affiliates may be
assessed by the appropriate agency against each institution or affiliate as it
deems necessary or appropriate.  All insured institutions are required to submit
annual reports to the FDIC and the appropriate federal agency (or state
supervisor when applicable).  FDICIA also directs the FDIC to develop with other
appropriate agencies a method for insured depository institutions to provide
supplemental disclosure of the estimated fair market value of assets and
liabilities, to the extent feasible and practicable, in any balance sheet,
financial statement, report of condition or other report of any insured
depository institution.

     FDICIA also requires the federal banking regulatory agencies to prescribe,
by regulation, standards for all insured depository institutions and depository

                                        44
institution holding companies relating, among other things, to: (i) internal
controls, information systems and audit systems; (ii) loan documentation; (iii)
credit underwriting; (iv) interest rate risk exposure; and (v) asset quality.

     COMMUNITY REINVESTMENT ACT.  The Community Reinvestment Act (the "CRA")
requires that, in connection with examinations of financial institutions within
their respective jurisdictions, the Federal Reserve, the FDIC, and any other
federal banking agency, shall evaluate the record of the financial institution
in meeting the credit needs of its local community, including low and moderate
income neighborhoods.  A financial institution's CRA record is considered in
evaluating applications to the agencies for mergers, acquisitions, and new
branch facilities.  Failure to comply with the CRA could submit a financial
institution to additional requirements and limitations.

     OTHER RULES AND REGULATIONS.  Interest and other charges collected or
contracted for by Hometown Community Bank are subject to state usury laws and
federal laws concerning interest rates.  For example, under the Soldiers' and
Sailors' Civil Relief Act of 1940, a lender is generally prohibited from
charging an annual interest rate in excess of 6% on any obligation for which
the borrower is a person on active duty with the United States military.

     Hometown Community Bank's loan operations are also subject to federal laws
applicable to credit transactions, such as:

        *   The federal Truth-In-Lending Act, governing disclosures of credit
            terms to consumer borrowers;
        *   The Home Mortgage Disclosure Act of 1975, requiring financial
            institutions to provide information to enable the public and public
            officials to determine whether a financial institution is fulfilling
            its obligation to help meet the housing needs of the community it
            serves;
        *   The Equal Credit Opportunity Act, prohibiting discrimination on the
            basis of race, creed or other prohibited factors in extending
            credit;
        *   The Fair Credit Reporting Act of 1978, governing the use and
            provision of information to credit reporting agencies;
        *   The Fair Debt Collection Act, governing the manner in which consumer
            debts may be collected by collection agencies;
        *   Soldiers' and Sailors' Civil Relief Act of 1940, governing the
            repayment terms of, and property rights underlying, secured
            obligations of persons in military service; and
        *   The rules and regulations of the various federal agencies charged
            with the responsibility of implementing these federal laws.

     In addition, the Georgia Fair Lending Act ("GAFLA") imposes certain
restrictions and procedural requirements on most mortgage loans made in the
state of Georgia, including home equity loans and lines of credit.  However, on
August 5, 2003, the Office of the Comptroller of the Currency (the "OCC"), the
primary federal regulator for national banks, determined that federal law
preempts the entirety of GAFLA as to national banks and their operating
subsidiaries.  GAFLA contains a provision that preempts GAFLA as to state banks
in the event that the OCC determines that federal law preempts GAFLA as to
national banks.  Therefore, the Hometown Community Bank is exempt from the
requirements of GAFLA.

                                        45
The deposit operations of Hometown Community Bank are subject to:

        *   The Right to Financial Privacy Act, which imposes a duty to maintain
            confidentiality of consumer financial records and prescribes
            procedures for complying with administrative subpoenas of financial
            records; and
        *   The Electronic Funds Transfer Act and Regulation E issued by the
            Federal Reserve to implement that act, which govern automatic
            deposits to and withdrawals from deposit accounts and customers'
            rights and liabilities arising from the use of automated teller
            machines and other electronic banking services.

     Hometown Community Bank's commercial transactions will also be subject to
the provisions of Georgia law governing such transactions.  These laws include
the Uniform Commercial Code and other provisions of the Georgia Code Annotated.

DEPOSIT INSURANCE

     The deposits of Hometown Community Bank will be insured to a maximum of
$100,000 per depositor, subject to aggregation rules.  The FDIC establishes
rates for the payment of premiums by federally insured banks and thrifts for
deposit insurance.  Since 1993, insured depository institutions like Hometown
Community Bank have paid for deposit insurance under a risk-based premium
system.  The deposit accounts held by Hometown Community Bank are insured by
the FDIC to a maximum of $100,000 for each insured member (as defined by law
and regulation).  The FDIC uses a risk-based assessment system for insured
depository institutions that takes into account the risks attributable to
different categories and concentrations of assets and liabilities.  The system
assigns an institution to one of three capital categories: (a) well capitalized;
(b) adequately capitalized; and (c) undercapitalized.  These three categories
are substantially similar to the prompt corrective action categories described
above, with the "undercapitalized" category including institutions that are
undercapitalized, significantly undercapitalized, and critically
undercapitalized for prompt corrective action purposes.  An institution is also
assigned by the FDIC to one of three supervisory subgroups within each capital
group.  The supervisory subgroup to which an institution is assigned is based
on a supervisory evaluation provided to the FDIC by the institution's primary
federal regulator and information which the FDIC determines to be relevant to
the institution's financial condition and the risk posed to the deposit
insurance funds (which may include, if applicable, information provided by the
institution's state supervisor).  An institution's insurance assessment rate is
then determined based on the capital category and supervisory category to which
it is assigned. Insurance of deposits may be terminated by the FDIC upon a
finding that the financial institution has engaged in unsafe and unsound
practices, is in an unsafe or unsound condition to continue operations, or has
violated any applicable law, regulation, rule, order, or condition imposed by
the FDIC.

     Based on Hometown Community Bank's anticipated initial risk classification,
Hometown Community Bank will not be required to pay an assessment for deposit
insurance during its initial year of operation.  However, Hometown Community
Bank will be required to pay Bank Insurance Fund Financing Corporation ("FICO")
assessments after it opens for business.  For the 2nd quarter of 2004, the FICO
assessment rate was 1.54 cents per $100 of assessable deposits.  This assessment

                                        46
rate can change based on the interest costs of bonds issued by FICO to fund the
resolution of failed thrifts from 1987 to 1991.

DIVIDENDS

     We are a legal entity separate and distinct from Hometown Community Bank.
Our principal source of cash flow, including cash flow to pay dividends to our
shareholders, will be dividends from Hometown Community Bank.  The amount of
dividends that may be paid by Hometown Community Bank to us will depend on
Hometown Community Bank's earnings and capital position and is limited by
various federal and state statutory and regulatory limitations.  In addition,
the Federal Reserve has stated that bank holding companies should refrain from
or limit dividend increases or reduce or eliminate dividends under circumstances
in which the bank holding company fails to meet minimum capital requirements or
in which its earnings are impaired.

     As a Georgia banking corporation, Hometown Community Bank will be permitted
to pay cash dividends on its outstanding capital stock out of its earnings
without any requirement to notify the Georgia Department or request the approval
of the Georgia Department under the following conditions:

        *   Total classified assets at the most recent examination of Hometown
            Community Bank, the conclusions of which may have been presented to
            the Board of Directors, do not exceed 80% of Tier 1 Capital plus the
            Allowance for Loan Losses as reflected as such examination;
        *   The aggregate amount of dividends declared or anticipated to be
            declared in the calendar year does not exceed 50% of the net
            profits, after taxes but before dividends, for the previous calendar
            year;
        *   The ratio of Tier 1 Capital to Adjusted Total Assets shall not be
            less than 6%.

     Any dividend to be declared by Hometown Community Bank at a time when each
of the foregoing conditions does not exist must be approved, in writing, by the
Georgia Department prior to the payment thereof.  Under FDICIA, Hometown
Community Bank will not be permitted to pay a dividend if, after paying the
dividend, Hometown Community Bank would be undercapitalized.  See "Capital
Adequacy" below.

     Furthermore, among the expected conditions to any approval by the Georgia
Department of Hometown Community Bank's Articles of Incorporation will be a
requirement that Hometown Community Bank's Board of Directors adopt resolutions
committing:  (i) that Hometown Community Bank will not pay dividends until it
has recovered its start-up losses and is cumulatively profitable, and (ii) that
Hometown Community Bank will maintain a Tier 1 Leverage Ratio of not less than
8% during its first three years of operation.

     In addition to the availability of funds from Hometown Community Bank, our
future dividend policy is subject to the discretion of our Board of Directors
and will depend upon a number of factors, including future earnings, financial

                                        47
condition, cash needs and general business conditions.  If we should declare
dividends in the future, the amount of such dividends cannot be estimated at
this time and we cannot know whether such dividends would continue for future
periods.

CAPITAL ADEQUACY

     Federal bank regulatory authorities have adopted risk-based capital
guidelines for banks and bank holding companies that are designed to:

        *   make regulatory capital requirements more sensitive to differences
            in risk profiles among banks and bank holding companies;
        *   account for off-balance sheet exposure; and
        *   minimize disincentives for holding liquid assets.

     The resulting capital ratios represent qualifying capital as a percentage
of total risk-weighted assets and off-balance sheet items.  The guidelines are
minimums, and the federal regulators have noted that banks and bank holding
companies contemplating significant expansion programs should not allow
expansion to diminish their capital ratios and should maintain ratios well in
excess of the minimums.

     The current guidelines require all bank holding companies and federally
regulated banks to maintain a minimum risk-based Total Capital ratio equal to
8%, of which at least 4% must be Tier 1 capital.  The degree of regulatory
scrutiny of a financial institution will increase, and the permissible
activities of the institution will decrease as it moves downward through the
capital categories.  Bank holding companies controlling financial institutions
can be called upon to boost the institution's capital and to partially guarantee
the institution's performance under their capital restoration plans.  Tier 1
capital includes shareholders' equity, qualifying perpetual special stock and
minority interests in equity accounts of consolidated subsidiaries, but excludes
goodwill and most other intangible assets and excludes the allowance for loan
and lease losses.  Tier 2 capital includes the excess of any special stock not
included in Tier 1 capital, mandatory convertible securities, hybrid capital
instruments, subordinated debt and intermediate-term special stock and general
reserves for loan and lease losses up to 1.25% of risk-weighted assets.

     Under the guidelines, banks' and bank holding companies' assets are given
risk-weights of 0%, 20%, 50% and 100%.  In addition, certain off-balance sheet
items are given credit conversion factors to convert them to asset equivalent
amounts to which an appropriate risk-weight will apply.  These computations
result in the total risk-weighted assets.  Most loans are assigned to the 100%
risk category, except for first mortgage loans fully secured by residential
property and, under certain circumstances, residential construction loans, both
of which carry a 50% rating.  Most investment securities are assigned to the 20%
category, except for municipal or state revenue bonds, which have a 50% rating,
and direct obligations of or obligations guaranteed by the United States
Treasury or United States Government agencies, which have a 0% rating.

     Failure to meet federal capital guidelines could subject a bank to a
variety of enforcement remedies, including the termination of deposit insurance
by the FDIC, and to certain restrictions on its business.

                                        48
The Federal Reserve also has implemented a leverage ratio, which is Tier 1
capital as a percentage of average total assets less intangible assets, to be
used as a supplement to the risk-based guidelines.  The principal objective of
the leverage ratio is to place a constraint on the maximum degree to which a
bank holding company may leverage its equity capital base.  The Federal Reserve
has established a minimum 3% leverage ratio of Tier 1 capital to total assets
for the most highly rated bank holding companies and insured banks.  All other
bank holding companies and insured banks will be required to maintain a leverage
ratio of 3% plus an additional cushion of at least 100 to 200 basis points
depending on the risk profile of the institution and other factors.  The
tangible Tier 1 Leverage ratio is the ratio of a banking organization's Tier 1
capital, less all intangibles, to total assets, less all intangibles.

     FDICIA established a capital-based regulatory plan designed to promote
early intervention for troubled banks and requires the FDIC to choose the least
expensive resolution of bank failures.  The capital-based regulatory framework
contains five categories of compliance with regulatory capital requirements,
including well capitalized, adequately capitalized, undercapitalized,
significantly undercapitalized and critically undercapitalized.  To qualify as
a well-capitalized institution, a bank must have a leverage ratio of no less
than 5%, a Tier 1 risk-based ratio of no less than 6%, and a total risk-based
capital ratio of no less than 10%.  The bank must also not be under any order
or directive from the appropriate regulatory agency to meet and maintain a
specific capital level.

     Under FDICIA, regulators must take prompt corrective action against
depository institutions that do not meet minimum capital requirements.  FDICIA
and the related regulations establish five capital categories as shown in the
following table:

                                  Total Risk-       Tier I Risk-        Tier I
     Classification              Based Capital      Based Capital       Leverage
     --------------              -------------      -------------       --------
Well Capitalized (1)                  10%                6%               5%
Adequately Capitalized (1)             8%                4%               4% (2)
Undercapitalized (3)                  <8%               <4%              <4%
Significantly Undercapitalized (3)    <6%               <3%              <3%
Critically Undercapitalized (3)        -                 -               <2%
___________
(1)  An institution must meet all three minimums.
(2)  3% for composite 1-rated institutions, subject to appropriate federal
     banking agency guidelines.
(3)  An institution is classified as undercapitalized if it is below the
     specified capital level for any of the three capital measures.

     A depository institution may be deemed to be in a capitalization category
that is lower than is indicated by its actual capital position if it receives a
less than satisfactory examination rating in any one of four categories.  As a

                                        49
depository institution moves downward through the capitalization categories, the
degree of regulatory scrutiny will increase and the permitted activities of the
institution will decrease.  Action may be taken by a depository institution's
primary federal regulator against an institution that falls into one of the
three undercapitalized categories, including the requirement of filing a capital
plan with the institution's primary federal regulator, prohibition on the
payment of dividends and management fees, restrictions on executive
compensation, and increased supervisory monitoring.  Other restrictions may be
imposed on the institution either by its primary federal regulator or by the
FDIC, including requirements to raise additional capital, sell assets or sell
the institution.

     We and Hometown Community Bank are expected to be adequately capitalized
according to their federal regulatory capital requirements after the offering.

     In addition to the federal regulatory capital requirements which will be
applicable to Hometown Community Bank, the Georgia Department is expected to
require Hometown Community Bank's Board of Directors to commit, as a condition
to the Georgia Department's approval of Hometown Community Bank's Articles of
Incorporation, to maintain Hometown Community Bank's Tier 1 Leverage Capital
Ratio at not less than 8% during Hometown Community Bank's first three years of
operation commencing upon the effective date of the Permit to begin Business
(the "Permit") issued by the Georgia Department.

INTERSTATE BANKING AND BRANCHING RESTRICTIONS

     Pursuant to the Riegle-Neal Interstate Banking and Branching Efficiency Act
of 1994 (the "Riegle-Neal Act"), effective September 29, 1995, an adequately
capitalized and adequately managed bank holding company may acquire a bank
across state lines, without regard to whether such acquisition is permissible
under state law.  A bank holding company is considered to be "adequately
capitalized" if it meets all applicable federal regulatory capital standards.

     While the Riegle-Neal Act precludes a state from entirely insulating its
banks from acquisition by an out-of-state holding company, a state may still
provide that a bank may not be acquired by an out-of-state company unless the
bank has been in existence for a specified number of years, not to exceed five
years.  Additionally, the Federal Reserve may not approve an interstate
acquisition which would result in the acquirer's controlling more than 10% of
the total amount of deposits of insured depository institutions in the United
States with 30% or more of the deposits in the home state of the target bank.
A state may waive the 30% limit based on criteria that does not discriminate
against out-of-state institutions.  The limitations do not apply to the initial
entry into a state by a bank holding company unless the state has a deposit
concentration cap that applies on a nondiscriminatory basis to in-state or out-
of-state bank holding companies making an initial acquisition.

     The Riegle-Neal Act also provides that, beginning on June 1, 1997, banks
with different home states may merge, unless a particular state opts out of the
statute.  Consistent with the Riegle-Neal Act, Georgia adopted legislation in
1996 which has permitted interstate bank mergers since June 1, 1997.

                                        50
In addition, beginning June 1, 1997, the Riegle-Neal Act has permitted
national and state banks to establish de novo branches in another state if there
is a law in that state which applies equally to all banks and expressly permits
all out-of-state banks to establish de novo branches.  However, in 1996, Georgia
adopted legislation which opts out of this provision.  The Georgia legislation
provides that, with the prior approval of the Georgia Department, after July 1,
1996, a bank may establish three new or additional de novo branch banks anywhere
in Georgia and, beginning July 1, 1998, a bank may establish new or additional
branch banks anywhere in the state with prior regulatory approval.

RESTRICTIONS ON TRANSACTIONS WITH AFFILIATES

     We and Hometown Community Bank will be subject to the provisions of Section
23A of the Federal Reserve Act.  Section 23A places limits on the amount of:

        *   loans or extensions of credit to affiliates;
        *   investment in affiliates;
        *   the purchase of assets from affiliates, except for real and personal
            property exempted by the Federal Reserve;
        *   loans or extensions of credit to third parties collateralized by the
            securities or obligations of affiliates; and
        *   any guarantee, acceptance or letter of credit issued on behalf of an
            affiliate.

     The total amount of the above transactions is limited in amount, as to any
one affiliate, to 10% of a bank's capital and surplus and, as to all affiliates
combined, to 20% of a bank's capital and surplus.  In addition to the limitation
on the amount of these transactions, each of the above transactions must also
meet specified collateral requirements.  We will also be required to comply with
other provisions designed to avoid the taking of low-quality assets.

     We and Hometown Community Bank will also be subject to the provisions of
Section 23B of the Federal Reserve Act which, among other things, prohibit an
institution from engaging in the above transactions with affiliates unless the
transactions are on terms substantially the same, or at least as favorable to
the institution or its subsidiaries, as those prevailing at the time for
comparable transactions with nonaffiliated companies.

     Hometown Community Bank is also subject to restrictions on extensions of
credit to its executive officers, directors, principal shareholders and their
related interests.  These extensions of credit: (1) must be made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with third parties; and (2)
must not involve more than the normal risk of repayment or present other
unfavorable features.

PRIVACY

     Financial institutions are required to disclose their policies for
collecting and protecting confidential information.  Customers generally may
prevent financial institutions from sharing nonpublic personal financial
information with nonaffiliated third parties except under narrow circumstances,
such as the processing of transactions requested by the consumer.  Additionally,

                                        51
financial institutions generally may not disclose consumer account numbers to
any nonaffiliated third party for use in telemarketing, direct mail marketing or
other marketing to consumers.

ANTI-TERRORISM LEGISLATION

     In the wake of the tragic events of September 11, 2001, the President
signed the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001.  Under
the USA PATRIOT Act, financial institutions are subject to prohibitions against
specified financial transactions and account relationships as well as enhanced
due diligence and "know your customer" standards in their dealings with certain
financial institutions and bank customers.  Section 326 of the Act, and
regulations implementing this Section, requires Hometown Community Bank to
establish and maintain thereafter, a written Customer Identification Program
("CIP") as a part of the bank's Bank Secrecy Act program.  Hometown Community
Bank plans to adopt and implement a CIP to comply with the Act and its
implementing regulations.

CONSUMER CREDIT REPORTING LEGISLATION.

     On December 4, 2003, the President signed the Fair and Accurate Credit
Transactions Act (the "FACT Act").  The FACT Act amends the Fair Credit Report
Act ("the FCRA") to require, among other things, that:

        *   financial institutions develop policies and procedures to identify
            potential identity theft and, upon the request of a consumer, place
            a fraud alert in the consumer's credit file stating that the
            consumer may be the victim of identity theft or other fraud;
        *   lenders using consumer reports provide a new notice to consumers if
            the lenders use risk-based credit pricing programs;
        *   entities that furnish information to consumer reporting agencies
            implement procedures and policies regarding the accuracy and
            integrity of the furnished information and regarding the correction
            of previously furnished information that is later determined to be
            inaccurate; and
        *   mortgage lenders disclose credit scores to mortgage loan applicants.

     The FACT Act also generally prohibits a business that receives consumer
information from an affiliate from using that information for solicitations for
marketing purposes, unless the consumer is first provided a notice and an
opportunity to direct the business not to use the information for such purposes.

     Certain FACT Act requirements are effective in February 2004, while others
are not effective until the fourth quarter of 2004, or even later.  Both
Hometown Community Bancshares and Hometown Community Bank will implement
policies and procedures to comply with the applicable requirements of the FCRA,
as amended by the FACT Act, prior to the effective dates of each of the
requirements.

                                        52
PROPOSED LEGISLATION AND REGULATORY ACTION

     New regulations and statutes are regularly proposed that contain wide-
ranging proposals for altering the structure, regulations and competitive
relationships for the nation's financial institutions.  We cannot predict
whether or in what form any proposed regulation or statute will be adopted
or the extent to which our business may be affected by any new regulation or
statute.

EFFECT OF GOVERNMENTAL MONETARY POLICES

     Our earnings are affected by domestic economic conditions and the monetary
and fiscal policies of the United States government and its agencies.  The
Federal Reserve Bank's monetary policies have had, and are likely to continue
to have, an important impact on the operating results of commercial banks
through its power to implement national monetary policy in order, among other
things, to curb inflation or combat a recession.  The monetary policies of the
Federal Reserve affect the levels of bank loans, investments and deposits
through its control over the issuance of United States government securities,
its regulation of the discount rate applicable to member banks and its influence
over reserve requirements to which member banks are subject.  We cannot predict
the nature or impact of future changes in monetary and fiscal policies.

                                  LEGAL MATTERS

     The validity of the issuance of the shares of the common stock offered
hereby will be passed upon for us by Morris Manning & Martin LLP, Atlanta,
Georgia.

                                     EXPERTS

     Our financial statements at July 31, 2004, and for the period from February
12, 2004 (inception) until July 31, 2004, have been audited by Nichols, Cauley &
Associates, L.L.C., Atlanta, Georgia (the "Accountant"), independent certified
public accountants, as stated in the Accountants' report appearing elsewhere
herein, and have been so included in reliance on the report of such firm given
upon the Accountant's authority as an expert in accounting and auditing.

                            REPORTS TO SHAREHOLDERS

     We are not a reporting company as defined by the SEC.  We will furnish our
shareholders with annual reports containing audited financial information for
each fiscal year and will distribute quarterly reports for the first three
quarters of each fiscal year containing unaudited summary financial information.
Our fiscal year ends on December 31.

                             ADDITIONAL INFORMATION

     We have filed with the SEC a Registration Statement under the Securities
Act of 1933 with respect to the common stock offered hereby.  This prospectus
does not contain all of the information set forth in the registration statement,
certain parts of which are omitted in accordance with the rules and regulations
of the SEC.  For further information with respect to us and the common stock,

                                        53
reference is made to the registration statement and the exhibits thereto.
Copies of the registration statement may be obtained at prescribed rates from
the public reference facilities of the Securities and Exchange Commission,
Public Reference Room, 450 Fifth Street, N.W., Washington, DC 20549, or by
calling 1-800-SEC-0330.  The SEC maintains a World Wide Web site at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding registrants, such as Hometown Community Bancshares,
that file electronically with the SEC.

     We and our organizers have filed or will file various applications with the
Federal Deposit Insurance Corporation, the Federal Reserve Bank of Atlanta, and
the Georgia Department of Banking and Finance.  Prospective investors should
rely only on information contained in this prospectus and in our related
registration statement in making an investment decision.  To the extent that
other available information not presented in this prospectus, including
information in public files and records maintained by the Federal Deposit
Insurance Corporation, the Federal Reserve Bank of Atlanta, and the Georgia
Department of Banking and Finance, is inconsistent with information presented in
this prospectus, such other information is superseded by the information
presented in this prospectus.  Projections appearing in the applications were
based on assumptions that we or the organizers believed were reasonable, but as
to which no assurances can be made.  We specifically disaffirm those projections
for purposes of this prospectus and cautions prospective investors against
placing any reliance on them for purposes of making an investment decision.

                                        54
APPENDIX F

                      HOMETOWN COMMUNITY BANCSHARES, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                             FINANCIAL STATEMENTS

                                JULY 31, 2004

                                     F-1
APPENDIX F

                      HOMETOWN COMMUNITY BANCSHARES, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL REPORT

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

                                                                PAGE
                                                                ----
        INDEPENDENT AUDITOR'S REPORT                             F-3

        FINANCIAL STATEMENTS
           Balance Sheet                                         F-4
           Statement of Operations                               F-5
           Statement of Stockholders' Deficit                    F-6
           Statement of Cash Flow                                F-7
           Notes to Financial Statements                         F-8

                                    F-2
APPENDIX F

[LOGO OF NICHOLS, CAULEY
  & ASSOCIATES, LLC]

                [LETTERHEAD OF NICHOLS, CAULEY & ASSOCIATES, LLC]

                       INDEPENDENT AUDITOR'S REPORT

To the Organizers
Hometown Community Bancshares, Inc. (A Development Stage Company)
Braselton, Georgia

We have audited the accompanying balance sheet of Hometown Community Bancshares,
Inc. (a development stage company) as of July 31, 2004, and the related
statements of operations, stockholders' deficit, and cash flows for the period
May 12, 2004 (inception), to July 31, 2004. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Hometown Community Bancshares,
Inc. as of July 31, 2004, and the results of its operations and its cash flows
from May 12, 2004 (inception), to July 31, 2004, in conformity with United
States generally accepted accounting principles.

/s/Nichols, Cauley & Associates, LLC

Atlanta, Georgia
August 31, 2004

Reply to:  2970 Clairmont Road, NE
           Atlanta, GA  30329-4440
           800-823-1224
           Fax 404-214-1302
           atlanta@nicholscauley.com

                                       F-3
APPENDIX F

                      HOMETOWN COMMUNITY BANCSHARES, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                                BALANCE SHEET

                                JULY 31, 2004

ASSETS
------

   Cash                                                         $     778
   Other assets                                                     5,000
                                                                ---------
      Total assets                                              $   5,778
                                                                =========

LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------

LIABILITIES
   Line of credit                                               $  42,500
   Other liabilities                                               39,521
                                                                ---------
      Total liabilities                                            82,021
                                                                ---------
STOCK HOLDERS' DEFICIT
   Common stock, 10,000,000 shares authorized,
    $.01 par value, 5,000 shares issued and outstanding                50
   Special stock, 1,000,000 share of authorized, no par
    value, no shares issued or outstanding                            --
   Paid-in-capital                                                 49,950
   Deficit accumulated during the development stage              (126,243)
                                                                ---------
      Total stockholders' deficit                                 (76,243)
                                                                ---------
      Total liabilities and stockholders' deficit               $   5,778
                                                                =========

See accompanying independent auditors' report and notes to financial statements.

                                       F-4
APPENDIX F

                        HOMETOWN COMMUNITY BANCSHARES, INC.
                           (A DEVELOPMENT STAGE COMPANY)

                              STATEMENT OF OPERATIONS

                         FOR THE PERIOD FROM MAY 12, 2004,
                        DATE OF INCEPTION, TO JULY 31, 2004

Expenses:
   Professional and consulting fees                             $ 113,960
   Other operating expenses                                        12,283
                                                                ---------
      Total expenses                                              126,243
                                                                ---------
      Net loss and deficit accumulated
       during the development stage                             $(126,243)
                                                                =========

See accompanying independent auditors' report and notes to financial statements.

                                       F-5
APPENDIX F

                        HOMETOWN COMMUNITY BANCSHARES, INC.
                           (A DEVELOPMENT STAGE COMPANY)

                        STATEMENT OF STOCKHOLDERS' DEFICIT

                         FOR THE PERIOD FROM MAY 12, 2004,
                        DATE OF INCEPTION, TO JULY 31, 2004

                             Common               Deficit Accumulated
                              Stock     Paid-in        during the
                            Par Value   Capital    Development Stage   Total
                            ---------   -------    -----------------   -----

Issuance of Common
   Stock                       $ 50     $ 49,950       $    --        $  50,000

Net Loss                        --         --           (126,243)      (126,243)
                               ----     --------       ---------      ---------

Balance, July 31, 2004         $ 50     $ 49,950       $(126,243)     $ (76,243)
                               ====     ========       =========      =========

See accompanying independent auditors' report and notes to financial statements.

                                       F-6
APPENDIX F

                         HOMETOWN COMMUNITY BANCSHARES, INC.
                           (A DEVELOPMENT STAGE COMPANY)

                              STATEMENT OF CASH FLOWS

                         FOR THE PERIOD FROM MAY 12, 2004,
                        DATE OF INCEPTION, TO JULY 31, 2004

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                     $ (126,243)
   Adjustments to reconcile net loss to net
    cash provided by operating activities:
      Increases in other assets                                     (5,000)
      Increases in other liabilities                                39,521
                                                                ----------
      Net cash used in operating activities                        (91,722)
                                                                ----------

CASH FLOWS FROM INVESTING ACTIVITIES                                  --
                                                                ----------
CASH FLOWS FROM FINANCING ACTIVITIES
   Advances from line of credit                                     42,500
   Proceeds from issuance of common stock                           50,000
                                                                ----------
      Net cash provided by financing activities                     92,500
                                                                ----------

      Net increase in cash                                             778
      Cash at inception                                               --
                                                                ----------

      Cash at July 31, 2004                                     $      778
                                                                ==========

See accompanying independent auditors' report and notes to financial statements.

                                       F-7
APPENDIX F

                        HOMETOWN COMMUNITY BANCSHARES, INC.
                           (A DEVELOPMENT STAGE COMPANY)

                           NOTES TO FINANCIAL STATEMENTS
                                  JULY 31, 2004

1.   ORGANIZATION
     ------------

     Hometown Community Bancshares, Inc. (the "Bank") is preparing an
     application to operate as a bank holding company organized under the laws
     of the State of Georgia and through its wholly owned subsidiary (proposed)
     Hometown Community Bank to conduct a general banking business in Jackson
     County, Georgia. The Bank's applications to the Georgia Department of
     Banking and Finance and the Federal Deposit Insurance Corporation (FDIC)
     are in process of being prepared. If approved the Bank will be an insured
     bank and a member of the Bank Insurance Fund.

     The Bank is a development stage enterprise as defined by Statement of
     Financial Accounting Standards No. 7, Accounting and Reporting by
     Development Stage Enterprises, as it devotes substantially all its efforts
     to establishing a new business.  The Bank's planned principal operations
     have not commenced and revenue has not been recognized from the planned
     principal operations.

     Activities since inception have consisted primarily of the Bank's
     organizers engaging in organizational and preopening activities necessary
     to prepare the applications for regulatory approvals and to prepare to
     commence business as a financial institution.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     ------------------------------------------

     Basis of Presentation
     ---------------------

     The financial statements have been prepared on the accrual basis in
     accordance with generally accepted accounting principles.

     Organization and Stock Offering Costs
     -------------------------------------

     Organization costs have been expensed as incurred in accordance with
     Statement of Position 98-5, Reporting on the Costs of Start-Up Activities.
     Stock offering costs are expected to be incurred for organization costs and
     stock offering costs.

                                       F-8
APPENDIX F

                       HOMETOWN COMMUNITY BANCSHARES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                                  JULY 31, 2004

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     ------------------------------------------

     Use of Estimates
     ----------------

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

     Income Taxes
     ------------

     The Bank will be subject to Federal and state income taxes when taxable
     income is generated. No income taxes have been accrued because of operating
     losses incurred during the preopening period.

     Fiscal Year
     -----------

     The Bank will adopt a calendar year for both financial reporting and tax
     reporting purposes.

     Cash and Cash Equivalents
     -------------------------

     For purposes of the statement of cash flows the Bank considers all liquid
     assets with a maturity of less than three months to be cash and cash
     equivalents.

3.   RELATED PARTY TRANSACTIONS
     --------------------------

     To facilitate payment of debts and to continue the preopening activities,
     the Organizers formed HBB, LLC (the "Partnership"). The Partnership was
     funded by initial capital contributions to the LLC that were transferred
     to Hometown Community Bancshares, Inc. upon its formation. The initial
     capital contributions were for the purpose of paying organizational and
     preopening expenses on behalf of the Bank and expenses of the proposed
     common stock offering until the Bank could establish a line of credit to
     fund the additional expenses.

     The Bank has received an initial line of credit that is guaranteed by the
     organizing directors.

                                       F-9
APPENDIX F

                        HOMETOWN COMMUNITY BANCSHARES, INC.
                           (A DEVELOPMENT STAGE COMPANY)

                           NOTES TO FINANCIAL STATEMENTS
                                  JULY 31, 2004

4.   COMMITMENTS
     -----------

     The Bank and its predecessor partnership, HBB, LLC have entered into legal
     and consulting contracts for professional services rendered and to be
     rendered in conjunction with regulatory filings, stock issuance and other
     services necessary in the development stage of the Bank. The total
     obligation under these contracts is $270,000 of which $116,079 had been
     expensed at July 31, 2004.

5.   INCOME TAXES
     ------------

     There is no current income tax provision (benefits). Deferred income tax
     assets and liabilities are determined using the liability (or balance
     sheet) method. Under this method, the net deferred tax asset or liability
     is determined based on the tax effects of the differences between the book
     and tax bases of the various balance sheet assets and liabilities and gives
     current recognition to changes in tax rates and laws. At July 31, 2004, the
     Bank's deferred tax assets have been reduced to $-0- by a valuation
     allowance since the realization of these deferred tax assets is dependent
     on future taxable income.

6.   LINE OF CREDIT
     --------------

     The Bank has entered into a line of credit with $100,000 available for
     draws of which $42,500 had been drawn at July 31, 2004. The note bears
     interest at Wall Street Journal rate minus .5%. The note is guaranteed by
     the shareholders and secretary of the Bank.

7.   SUBSEQUENT EVENTS
     -----------------

     The Bank has entered into a contract with its Vice-Chairman to serve as a
     consultant to the Board of Directors for 2 years beginning August 2004 at
     an amount of $5,000 per month.

     Subsequent to July 31, 2004 two additional shareholders/directors each
     purchased 1,000 shares of common stock at $10 per share.

     The line of credit was increased to $250,000.

                                       F-10
                                                                    APPENDIX A

                       HOMETOWN COMMUNITY BANCSHARES, INC.

                      SUBSCRIPTION AND INVESTMENT AGREEMENT

Hometown Community Bancshares, Inc.
74 Lagree Duck Road
Braselton, Georgia 30517

Ladies and Gentlemen:

     You have informed me that Hometown Community Bancshares, Inc., a Georgia
corporation (the "Company"), is offering up to 1,200,000 shares of its Common
Stock, par value $.01 per share (the "Common Stock"), at a price of $10.00 per
share payable as provided herein and as described in and offered pursuant to
the Prospectus furnished with this Subscription and Investment Agreement to the
undersigned (the "Prospectus").

     1.   SUBSCRIPTION.  Subject to the terms and conditions hereof, the
undersigned hereby tenders this subscription, together with payment in United
States currency by check, bank draft, or money order payable to "Nexity Bank,
NA, Escrow Account for Hometown Community Bancshares, Inc." the amount indicated
below (the "Funds"), representing the payment of $10.00 per share for the number
of shares of Common Stock indicated below.  The total subscription price must be
paid at the time the Subscription and Investment Agreement is executed.

     2.   ACCEPTANCE OF SUBSCRIPTION.  It is understood and agreed that the
Company shall have the right to accept or reject this subscription in whole or
in part, for any reason whatsoever.  The Company may reduce the number of shares
for which the undersigned has subscribed, indicating acceptance of less than all
of the shares subscribed on its written form of acceptance.

     3.   ACKNOWLEDGMENTS.  The undersigned hereby acknowledges that he or she
has received a copy of the Prospectus.  This Subscription and Investment
Agreement creates a legally binding obligation and the undersigned agrees to be
bound by the terms of this Subscription and Investment Agreement.

     4.   REVOCATION.  The undersigned agrees that once this Subscription and
Investment Agreement is tendered to the Company, it may not be withdrawn and
that the Subscription and Investment Agreement shall survive the death or
disability of the undersigned.

     THE SHARES OF COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS OR
DEPOSITS ACCOUNTS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

                                        A-1
APPENDIX A

     Please indicate in the space provided below the exact name or names and
address in which the stock certificate representing shares subscribed for
hereunder should be registered.

__________________________________          _________________________________
Number of Shares Subscribed for             Name or Names of Subscribers
(minimum 1,000 shares)                      (Please Print)

$_________________________________          _________________________________
Total Subscription Price at $10.00          Please indicate form of ownership
per share (funds must be enclosed)          desired (individual, joint tenants
                                            with right of survivorship, tenants
                                            in common, trust, corporation,
                                            partnership, custodian, etc.)

Date: ____________________________          _________________________________
                                            Signature of Subscriber(s)*

_________________________________           _________________________________
Social Security Number or                   Signature of Subscriber(s)*
Federal Taxpayer Identification Number

                                            Street (Residence) Address:

                                            _________________________________

                                            _________________________________

                                            _________________________________
                                            City, State and Zip Code

     *When signing as attorney, trustee, administrator, or guardian, please give
your full title as such.  If a corporation, please sign in full corporate name
by president or other authorized officer.  In the case of joint tenants or
tenants in common, each owner must sign.

                      FEDERAL INCOME TAX BACKUP WITHHOLDING

     In order to prevent the application of federal income tax backup
withholding, each subscriber must provide the Escrow Agent with a correct
Taxpayer Identification Number ("TIN").  An individual's social security number
is his or her TIN.  The TIN should be provided in the space provided in the
Substitute Form W-9, which is set forth below.

     Under federal income tax law, any person who is required to furnish his or
her correct TIN to another person, and who fails to comply with such
requirements, may be subject to a $50 penalty imposed by the IRS.

                                        A-2
APPENDIX A

     Backup withholding is not an additional tax.  Rather, the tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld.  If backup withholding results in an overpayment of taxes, a refund
may be obtained from the IRS.  Certain taxpayers, including all corporations,
are not subject to these backup withholding and reporting requirements.

     If the shareholder has not been issued a TIN and has applied for a TIN or
intends to apply for a TIN in the near future, "Applied For" should be written
in the space provided for the TIN on the Substitute Form W-9.

                                  SUBSTITUTE FORM W-9

     Under penalties of perjury, I certify that:  (i) The number shown on this
form is my correct Taxpayer Identification Number (or I am waiting for a
Taxpayer Identification Number to be issued to me), and (ii) I am not subject
to backup withholding because:  (a) I am exempt from backup withholding; or (b)
I have not been notified by the Internal Revenue Service ("IRS") that I am
subject to backup withholding as a result of a failure to report all interest
or dividends; or (c) the IRS has notified me that I am no longer subject to
backup withholding.

     You must cross out item (ii) above if you have been notified by the IRS
that you are subject to backup withholding because of underreporting interest
or dividends on your tax return.  However, if after being notified by the IRS
that you were subject to backup withholding you received another notification
from the IRS that you are not longer subject to backup withholding, do not cross
out item (ii).

     Each subscriber should complete this section.

__________________________________          _________________________________
Signature of Subscriber                     Signature of Subscriber

__________________________________          _________________________________
Printed Name                                Printed Name

__________________________________          _________________________________
Social Security or Taxpayer/Employer        Social Security or Taxpayer/Employer
Identification No.                          Identification No.

TO BE COMPLETED BY THE COMPANY:

Accepted as of ___________________, 20__, as to _______ares.

HOMETOWN COMMUNITY BANCSHARES, INC.

By:  ___________________________________
     Sean Childers
     President and Chief Executive Officer

                                        A-3
==============================================

No dealer, salesperson or other person
has been authorized to give any information
or to make any representations other than
those contained in this Prospectus in
connection with the offer made hereby.  If
given or made, such information and
representations must not be relied upon as
having been authorized by us.  This
Prospectus does not constitute an offer to
sell or solicitation of an offer to buy any
of the securities offered hereby in any
jurisdiction to any person to whom it is
unlawful to make such offer in such
jurisdiction.  Neither the delivery of this
Prospectus nor any sale made hereunder at
any time shall under any circumstances
create any implication that the information
herein is correct at any time after the date
hereof.
     _______________________________

            TABLE OF CONTENTS

                                         Page
Prospectus Summary.........................2
Risk Factors...............................5
Hometown Community Bancshares and
  Hometown Community Bank..................9
The Offering..............................10
Use of Proceeds...........................13
Capitalization............................15
Selected Financial Data...................16
Dividend Policy...........................16
Proposed Business.........................16
Management's Discussion and
  Analysis of Financial Condition
  and Results of Operations...............24
Management................................25
Description of Capital Stock of
  Hometown Community Bancshares...........32
Supervision and Regulation................34
Legal Matters.............................44
Experts...................................44
Reports to Shareholders...................44
Additional Information....................45
Financial Statements.....................F-1
Subscription and Investment Agreement....A-1

     _______________________________

   Until __________, 2004, all dealers
effecting transactions in these securities,
whether or not participating in this offering,
may be required to deliver a prospectus.  This
is in addition to the obligation of dealers to
deliver a prospectus when acting as
underwriters and with respect to their unsold
allotments or subscriptions.

==============================================
==============================================

               1,200,000 Shares

     HOMETOWN COMMUNITY BANCSHARES, INC.
       A Proposed Holding Company For

                Common Stock

         _________________________

                 PROSPECTUS
         _________________________

           September __, 2004

==============================================
PART II
                       INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13.  Other Expenses of Issuance and Distribution.

     Estimated expenses (other than underwriting commissions) of the sale of
the shares of common stock are as follows:

     Registration Fee.....................................   $1,520.40
     Blue Sky Fees and Expenses...........................  $10,979.60
     Printing and Engraving...............................  $14,000.00
     Legal Fees and Expenses..............................  $25,000.00
     Accounting Fees and Expenses.........................   $7,000.00
     Consulting Fees and Expenses.........................  $75,000.00
     Escrow Agent Fees....................................   $1,500.00
     Miscellaneous Disbursements..........................   $5,000.00
                                                           -----------
        TOTAL EXPENSES                                     $140,000.00
                                                           ===========

ITEM 14.  Indemnification of Directors and Officers.

     The Bylaws of Hometown Community Bancshares require us to indemnify any
person who was, is, or is threatened to be made a named defendant or respondent
in any threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative, by reason of service by such
person as a director of Hometown Community Bancshares or Hometown Community Bank
or any other corporation which he served as such at the request of Hometown
Community Bancshares.  Except as noted in the next paragraph, directors are
entitled to be indemnified against judgments, penalties, fines, settlements, and
reasonable expenses actually incurred by the director in connection with the
proceeding.  Directors are also entitled to have Hometown Community Bancshares
advance any such expenses prior to final disposition of the proceeding, upon
delivery of a written affirmation by the director of his good faith belief that
the standard of conduct necessary for indemnification has been met and a written
undertaking to repay the amounts advanced if it is ultimately determined that
the standard of conduct has not been met.

     Under the Bylaws, indemnification will be disallowed if it is established
that the director (i) appropriated, in violation of his duties, any business
opportunity of Hometown Community Bancshares, (ii) engaged in willful misconduct
or a knowing violation of law, (iii) permitted any unlawful distribution, or
(iv) derived an improper personal benefit.  In addition to the Bylaws of
Hometown Community Bancshares, Section 18-2-852 of the Georgia Business
Corporation Code (the "Corporate Code") requires that a corporation indemnify a
director who is wholly successful, on the merits or otherwise, in the defense
of any proceeding to which he or she was a party because he or she is or was a
director of the corporation against reasonable expenses incurred by the director
in connection with the proceeding.  The Corporate Code also provides that upon
application of a director a court may order indemnification if it determines
that the director is entitled to such indemnification under the applicable
standard of the Corporate Code.

                                   II-1
The Board of Directors also has the authority to extend to officers,
employees and agents the same indemnification rights held by directors, subject
to all of the accompanying conditions and obligations.  The Board of Directors
has extended or intends to extend indemnification rights to all of its executive
officers.

     Hometown Community Bancshares has the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of Hometown Community Bancshares against any liability asserted against
him or incurred by him in any such capacity, whether or not Hometown Community
Bancshares would have the power to indemnify him against such liability under
the bylaws.

ITEM 15.  Recent Sales of Unregistered Securities.

     On June 5, 2004, we issued 5,000 shares of the Common Stock of Hometown
Community Bancshares to five of the organizers in a limited offering exempt
under Section 4(2) of the Securities Act for an aggregate consideration of
$50,000.  On August 13, 2004, we issued 1,000 shares of the Common Stock of
Hometown Community Bancshares to an additional organizer in a limited offering
exempt under Section 4(2) of the Securities Act for the consideration of
$10,000.  On August 20, 2004, we issued 1,000 shares of the Common Stock of
Hometown Community Bancshares to an additional organizer in a limited offering
exempt under Section 4(2) of the Securities Act for the consideration of
$10,000.  No underwriters were involved and no underwriting commissions or
discounts were paid.

ITEM 16.  Exhibits and Financial Statement Schedules.

     (a)      Exhibits.
              ---------
     3.1.     Articles of Incorporation.
     3.2.     Bylaws.
     4.1.     See exhibits 3.1 and 3.2 for provisions of Hometown Community
              Bancshares' Articles of Incorporation and Bylaws Defining the
              Rights of Shareholders.
     5.1.     Opinion of Morris, Manning, & Martin, LLP, Counsel to the
              Registrant, as to the legality of the shares being registered.
    10.1.     Employment Agreement by and between Hometown Community Bancshares
              and Sean Childers, dated September 1, 2004.
    10.2.     Form of Escrow Agreement by and between Nexity Bank, NA and
              Hometown Community Bancshares.
    10.3.     Consulting Agreement by and between Hometown Community Bancshares
              and Ted Murphy, dated August 16, 2004.
    10.4      Option Agreement by and between Hometown Community Bancshares and
              Dunhill Developers, LLC, dated September 2, 2004.
    23.1.     Consent of Nichols, Cauley & Associates, L.L.C.
    23.2.     Consent of Morris, Manning, & Martin, LLP (included in Exhibit
              5.1).
    24.1.     Powers of Attorney (included on signature page).

     (b)      Financial Statement Schedules.
              ------------------------------

                                   II-2
None.

ITEM 17.  Undertakings.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of Hometown Community Bancshares pursuant to the provisions described in
Item 14 above, or otherwise, Hometown Community Bancshares has been advised that
in the opinion of the Securities and Exchange Commission (the "SEC") such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by Hometown Community Bancshares of
expenses incurred or paid by a director, officer or controlling person of
Hometown Community Bancshares in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, Hometown Community Bancshares
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

     The undersigned registrant hereby undertakes:

     (1)   To file, during any period in which offers or sales are being made,
           a post-effective amendment to this registration statement:

             (i)   To include any prospectus required by Section 10(a)(3) of the
                   Act;
            (ii)   To reflect in the prospectus any facts or events arising
                   after the effective date of the registration statement (or
                   the most recent post-effective amendment thereof) which,
                   individually or in the aggregate, represent a fundamental
                   change in the information set forth in the registration
                   statement.  Notwithstanding the foregoing, any increase or
                   decrease in volume of securities offered (if the total dollar
                   value of securities offered would not exceed that which was
                   registered) and any deviation from the low or high end of the
                   estimated maximum offering range may be reflected in the form
                   of prospectus filed with the SEC pursuant to Rule 424(b) if,
                   in the aggregate, the changes in volume and price represent
                   no more than 20 percent change in the maximum aggregate
                   offering price set forth in the "Calculation of Registration
                   Fee" table in the effective registration statement; and
           (iii)   To include any material information with respect to the plan
                   of distribution not previously disclosed in the registration
                   statement or any material change to such information in the
                   registration statement.

     (2)   That, for the purpose of determining any liability under the Act,
           each such post-effective amendment shall be deemed to be a new
           registration statement relating to the securities offered therein,
           and the offering of such securities at that time shall be deemed to
           be the initial bona fide offering thereof.

                                   II-3
(3)   To remove from registration by means of a post-effective amendment
           any of the securities being registered which remain unsold at the
           termination of the offering.

                                   II-4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Braselton, State of
Georgia, on September 14, 2004.

                                  HOMETOWN COMMUNITY BANCSHARES, INC.

                                  By:  /s/ C. Sean Childers
                                       -------------------------------------
                                       C. Sean Childers
                                       President and Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints C. Sean Childers and Robert M. Martin, and each
of them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that each of said attorney-in-fact
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

       Signature                            Title                         Date
/s/ Amyn A. Meghani             Chairman of the Board         September 14, 2004
------------------------------
Amyn A. Meghani

/s/ C. Sean Childers            President, Chief Executive    September 14, 2004
------------------------------  Officer and Director
C. Sean Childers                [Principal Executive Officer,
                                Principal Financial Officer
                                and Principal Accounting Officer]

/s/ Martha Martin               Director                      September 14, 2004
------------------------------
Martha Martin

/s/ Dr. Terry H. Elrod          Director                      September 14, 2004
------------------------------
Dr. Terry H. Elrod

/s/ Chandra Kant I. "CK" Patel  Director                      September 14, 2004
------------------------------
Chandra Kant I. "CK" Patel

/s/ Melvin "Monk" Tolbert       Director                      September 14, 2004
------------------------------
Melvin "Monk" Tolbert

/s/ Ted A. Murphy               Vice Chairman of the Board    September 14, 2004
------------------------------
Ted A. Murphy

                                   II-5
EXHIBIT INDEX
                                -------------

    3.1.     Articles of Incorporation.
    3.2.     Bylaws.
    4.1.     See exhibits 3.1 and 3.2 for provisions of Hometown Community
             Bancshares' Articles of Incorporation and Bylaws Defining the
             Rights of Shareholders.
    5.1.     Opinion of Morris Manning & Martin LLP, Counsel to the Registrant,
             as to the legality of the shares being registered.
   10.1.     Employment Agreement by and between Hometown Community Bancshares
             and Sean Childers, dated September 1, 2004.
   10.2.     Form of Escrow Agreement by and between Nexity Bank, NA and
             Hometown Community Bancshares.
   10.3.     Consulting Agreement by and between Hometown Community Bancshares
             and Ted Murphy, dated August 16, 2004.
   10.4.     Option Agreement by and between Hometown Community Bancshares and
             Dunhill Developers, LLC, dated September 2, 2004.
   23.1.     Consent of Nichols, Cauley & Associates, L.L.C
   23.2.     Consent of Morris Manning & Martin LLP (included in Exhibit 5.1).
   24.1.     Powers of Attorney (included on signature page).