WASHINGTON, D.C. 20549

                                   FORM 12b-25

                                        Commission File Number     0-25905

                           NOTIFICATION OF LATE FILING

(Check One):             [ X ]  Form 10-K   [   ]  Form 20-F   [   ]  Form 11-K
                         [   ]  Form 10-Q   [   ]  Form N-SAR  [   ]  Form N-CSR

         For Period Ended: December 31, 2003

                           [   ]  Transition Report on Form 10-K
                           [   ]  Transition Report on Form 20-F
                           [   ]  Transition Report on Form 11-K
                           [   ]  Transition Report on Form 10-Q
                           [   ]  Transition Report on Form N-SAR

         For the Transition Period Ended:   n/a

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing  in this  form  shall be  construed  to imply  that the  Commission  has
verified any information contained herein.

If the notification  relates to a portion of the filing checked above,  identify
the Item(s) to which the notification relates:          n/a

                                     PART I
                             REGISTRANT INFORMATION


Former Name if Applicable  n/a

Address of Principal Executive Office (Street and Number)
                1658 State Farm Boulevard

City, State and Zip Code            Charlottesville, Virginia  22911

                                     PART II
                             RULES 12b-25(b) AND (c)

         If the subject report could not be filed without unreasonable effort or
expense  and  the  registrant  seeks  relief  pursuant  to Rule  12b-25(b),  the
following should be completed. (Check box if appropriate.)

              |    (a)      The reason  described in  reasonable  detail in Part
              |             III of this  form  could not be  eliminated  without
              |             unreasonable effort or expense;
              |    (b)      The  subject  annual  report,   semi-annual  report,
              |             transition  report on Form  10-K,  Form  20-F,  Form
              |             11-K, Form N-SAR or Form N-CSR, or portion  thereof,
              |             will be filed  on or before  the 15th  calendar  day
     [X]      |             following  the  prescribed  due date; or the subject
              |             quarterly report or transition report on Form  10-Q,
              |             or  portion thereof,  will  be  filed  on or  before
              |             the  fifth calendar day following the prescribed due
              |             date; and
              |    (c)      The accountant's statement or other exhibit required
              |             by Rule 12b-25(c) has been attached if applicable.

                                    PART III

         State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR,  N-CSR, or the transition  report or portion thereof,  could not be
filed within the prescribed period. (Attach extra sheets if needed.)

         The  Registrant  has  previously  disclosed  that it has entered into a
         reorganization  agreement with Union Bankshares  Corporation ("Union"),
         pursuant to which the Registrant  with merge with Union,  which will be
         the  surviving  company.  As  a  result,  the  Registrant's   financial
         reporting  staff  is  dealing  with  merger-related   matters  and  has
         experienced  difficulty  in finalizing certain required  disclosures in
         order to  complete  the  filing of its Form  10-KSB for  the year ended
         December 31, 2003 by the prescribed  due date. It  is anticipated  that
         such  information  will be  produced  and that  the Form 10-KSB will be
         filed shortly. The foregoing difficulty could  not be eliminated by the
         Registrant without  unreasonable  effort and expense,  including hiring
         (if available) additional professional staff on a short-term basis.

                                     PART IV
                                OTHER INFORMATION

     (1)  Name and  telephone  number  of person  to  contact  in regard to this

                   Tara Y. Harrison          434                  970-1100
                        (Name)           (Area Code)         (Telephone Number)

     (2)  Have all other periodic  reports required under section 13 or 15(d) of
the Securities  Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940  during the  preceding  12 months or for such  shorter  period  that the
registrant was required to file such report(s) been filed?  If the answer is no,
identify report(s).                                           [ X ] Yes [   ] No

     (3)  Is it anticipated that any significant change in results of operations
from the corresponding  period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof? [ ]
                                                              [   ] Yes [ X ] No

         If  so:  attach  an  explanation  of  the  anticipated   change,   both
narratively and  quantitatively,  and, if  appropriate,  state the reasons why a
reasonable estimate of the results cannot be made.

                  (Name of Registrant as specified in charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.

Date:  March 31, 2004            By:     /s/ Tara Y. Harrison
                                        Tara Y. Harrison
                                        Chief Financial Officer

Instruction. The form may be signed by an executive officer of the registrant or
by any other duly  authorized  representative.  The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.


Intentional  misstatements  or omissions  of fact  constitute  Federal  criminal
violations (see 18 U.S.C. 1001).