X0202 3 2006-07-28 1 0001362984 Mid-America Bancshares, Inc. None 0001365432 Waldron David V C/O MID-AMERICA BANCSHARES, INC 7651 HIGHWAY 70 SOUTH NASHVILLE TN 37221 1 0 0 0 Presently, the Issuer has only 1,000 organizational shares outstanding. Assuming completion of the proposed share exchange among the Issuer, Bank of the South and PrimeTrust Bank, it is anticipated that the Reporting Person will exchange his shares of common stock of the target banks for an estimated 75,389 shares of common stock (directly attributable to him) and 23,799 shares of common stock (indirectly attributable to him) of the Issuer and that he will be attributed with direct ownership of stock options exercisable for 6,313 shares of the Issuer's common stock. /s/ David V. Waldron 2006-07-28