SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark  One)

[X]  Annual  report  pursuant  to Section 13 or 15(d) of the Securities Exchange
     Act  of  1934

For  fiscal  year  ended  DECEMBER  31,  2000
                          -------------------

[ ]  Transition  report  under Section 13 or 15(d) of the Securities Exchange
     Act  of  1934

     For  the  transition  period  from  ______________to  _______________

     Commission  file  number  333-34908
                               ---------


                NORTH GEORGIA COMMUNITY FINANCIAL PARTNERS, INC.
--------------------------------------------------------------------------------
                 (Name of small business issuer in its charter)

          GEORGIA                                            58-2585603
----------------------------------------              --------------------------
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                          Identification No.)

350 WEST BELMONT DRIVE, CALHOUN, GEORGIA                        30701
----------------------------------------              --------------------------
(Address of Principal Executive Offices)                      (Zip Code)

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

Securities registered pursuant to Section 12(g) of the Act:  NONE.

Check whether the issuer:  (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period  that the registrant was required to file such reports), and (2) has been
subject  to  such  filing  requirements  for  past  90  days.  Yes X      No
                                                                  ---        ---

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  is  not  contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of  registrant's  knowledge, in definitive proxy or a
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB. [X]

State issuer's revenues for its most recent fiscal year:   $ 2,937,010
                                                           -----------

State the aggregate market value of the voting and non-voting common equity held
by  non-affiliates  computed  by  reference  to the price at which the stock was
sold,  or  the  average  bid  and  asked  prices  of such common equity, as of a
specified  date within the past 60 days:  $7,793,604 AS OF MARCH 15, 2001, BASED
                                          --------------------------------------
ON  649,467  SHARES  AT  $12  PER  SHARE.
----------------------------------------

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

     State  the  number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.  904,167 AS OF MARCH 15, 2001.
                                                   ----------------------------

                       DOCUMENTS INCORPORATED BY REFERENCE
NONE.

     Transitional Small Business Disclosure format (check one): Yes      No  X
                                                                    ---     ---


<PAGE>
                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

ITEM  1.     DESCRIPTION  OF  BUSINESS. . . . . . . . . . . . . . . . . . . .  3

ITEM  2.     DESCRIPTION  OF  PROPERTIES. . . . . . . . . . . . . . . . . . . 14

ITEM  3.     LEGAL  PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . 14

ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS. . . 14

PART  II      . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

ITEM  5.     MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER

MATTERS       . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

ITEM  6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
             CONDITION  AND  RESULTS  OF  OPERATIONS. . . . . . . . . . . . . 15

ITEM  7.     FINANCIAL  STATEMENTS. . . . . . . . . . . . . . . . . . . . . . 34

ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS WITH ACCOUNTANTS ON
             ACCOUNTING  AND  FINANCIAL  DISCLOSURE . . . . . . . . . . . . . 34

PART  III     . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

ITEM  9.     DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND
             CONTROL  PERSONS;  COMPLIANCE  WITH  SECTION  16(A)  OF
             THE  EXCHANGE  ACT. . . . . . . . . . . . . . . . . . . . . . .  34

ITEM  10.    EXECUTIVE  COMPENSATION . . . . . . . . . . . . . . . . . . . .  35

ITEM  11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
             AND MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . . . .  37

ITEM  12.    CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS. . . . . . .  38

ITEM  13.    EXHIBITS,  LISTS  AND  REPORTS  ON  FORM  10-KSB. . . . . . . .  39


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<PAGE>
             CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS

     Various  matters  discussed  in  this  Annual  Report  on  Form  10-KSB may
constitute  "forward-looking  statements"  within  the  meaning  of  the Private
Securities  Litigation Reform Act.  Forward-looking statements may involve known
and  unknown  risks,  uncertainties and other factors which may cause the actual
results,  performance  or  achievements  of  North  Georgia  Community Financial
Partners,  Inc.  ("North  Georgia  Community" or the "Company") or North Georgia
National  Bank  ("North  Georgia  National"  or  the  "Bank")  to  be materially
different  from  the  results  described  in  the  forward-looking  statements.

     Actual  results may differ materially from the results anticipated in these
forward-looking  statements  due  to  a  variety  of factors, including, without
limitation:

     -    Lack  of  sustained  growth  in  the  economy  of  Gordon  County;

     -    The  inability  of  the Bank to maintain regulatory capital standards;

     -    Changes  in  the  legislative  and  regulatory  environment;

     -    The  effects of changes in interest rates on the level and composition
          of  deposits,  loan demand, the value of loan collateral, and interest
          rate  risks;  and

     -    The  effects  of  competition from commercial banks, thrifts, consumer
          finance  companies,  and other financial institutions operating in our
          market  area  and  elsewhere.

All  forward-looking  statements  attributable  to  the Company and the Bank are
expressly  qualified in their entirety by these Cautionary Statements.  Both the
Company  and  the  Bank  disclaim  any  intent  or  obligation  to  update these
forward-looking  statements,  whether  as  a  result  of new information, future
events  or  otherwise.


                                        ii
<PAGE>
                                     PART I


ITEM  1.     DESCRIPTION  OF  BUSINESS

                             NORTH GEORGIA COMMUNITY

     North  Georgia  Community  was  incorporated  as  a  Georgia corporation on
February  18,  2000.  The Company became a bank holding company by acquiring all
of the issued and outstanding common stock of North Georgia National pursuant to
an  Agreement  and  Plan of Share Exchange, dated March 3, 2000, and approved by
the  Bank's shareholders at the annual meeting of shareholders on July 12, 2000.
The  Bank  is  the  only  subsidiary  of  the  Company.

     The  Company  was  organized  to facilitate the Bank's ability to serve its
customers'  banking needs.  Specifically, the holding company structure provides
us  with  the flexibility to expand our banking business through possible future
acquisitions  of  other  financial  institutions  and  the ability to acquire or
establish  banking-related  services that cannot be engaged in by national banks
directly,  but  are  permissible  for bank holding companies.  Additionally, the
holding  company structure makes it easier to raise capital for the Bank because
the  Company will be able to issue securities without the need for prior banking
regulatory  approval,  and the proceeds of debt securities issued by the Company
can  be  invested  in  the  Bank  as  primary  capital.

     The  Company  has  no  present plans to acquire or establish any additional
operating subsidiaries.  We may, however, make acquisitions in the future in the
event  that  the  acquisitions  are  deemed  to  be in the best interests of the
Company  and  its  shareholders.  Any  acquisition  would be subject to specific
regulatory  approvals  and  requirements.


                             NORTH GEORGIA NATIONAL

GENERAL

     North Georgia National began business in February of 1999 as a full-service
commercial  bank.  The  Bank  offers  personal  and  business checking accounts,
interest-bearing  checking  accounts,  savings  accounts  and  various  types of
certificates  of  deposit.  North Georgia National also offers commercial loans,
installment  and  other  consumer loans, home equity loans, home equity lines of
credit,  construction  loans  and mortgage loans. In addition, the Bank provides
such  services  as  official  bank  checks  and money orders, traveler's checks,
Mastercard(R)  and  Visa(R)  credit  cards,  MasterMoney(R)  debit  cards,
bank-by-mail,  direct  deposit  and  United  States  Savings  Bonds.


PHILOSOPHY

     Our  philosophy  is  to  operate  as  a community-oriented bank emphasizing
prompt,  personalized  customer  service  to  individuals and businesses located
primarily in Gordon County, Georgia. We have adopted this philosophy in order to
attract  customers and to acquire market share now controlled by other financial
institutions  operating  in  our  market.  We  believe  that local ownership and
control  allows  the Bank to serve its customers more efficiently, helping us to
grow  both  our  deposit  base  and  loan  portfolio.




MARKET  AREA  AND  COMPETITION

     The  Bank's  primary service area is the city of Calhoun and Gordon County,
Georgia.  The  local  economy,  like  that  of  much  of  Northwest  Georgia, is
dominated  by  the  carpet  industry,  with  five  of the world's largest carpet


                                        3
<PAGE>
manufacturers located in the area. Mohawk Industries, located in Calhoun, is the
world's  second  largest  carpet  manufacturer and is the fastest-growing carpet
mill  in  the  United  States.  In  addition,  the concentration of major carpet
manufacturers  in  this area has attracted numerous related firms. Consequently,
Gordon  County  has  a  strong  and  growing  industrial  base.


     The  Bank  competes  with  other  commercial  banks,  savings  and  loan
associations,  credit  unions,  and  money  market  mutual  funds serving Gordon
County.  Currently,  six  other  commercial  banks operate in the Bank's primary
market  with a total of eight offices.  Generally, these banks offer the same or
similar  products  and  services as North Georgia National, and may have greater
financial  resources  than  are  now  available to the Company or the Bank.  The
Bank's largest competitors are Georgia Bank and Trust and First National Bank of
Northwest Georgia, which, combined, hold approximately 70% of the primary market
area's  total  deposits.

LOAN  PORTFOLIO

     LENDING  POLICY.  The Bank aggressively seeks creditworthy borrowers within
its  primary  service area.  Curently, the Bank's loan portfolio is comprised of
the  following:

          LOAN  CLASSIFICATION               PERCENTAGE
          --------------------               ----------

          Real  estate-related  loans             51%

          Commercial  loans                       34%

          Consumer  loans                         15%

     LOAN  APPROVAL  AND  REVIEW.  The Bank's loan approval policies provide for
various  levels of officer lending authority.  When the total amount of loans to
a  single borrower exceeds an individual officer's lending authority, an officer
with  a  higher lending limit or the Bank's loan committee determines whether to
approve the loan request.  As part of its lending policy, the Bank does not make
loans  to  its  directors  or  executive  officers  unless  a  majority  of  its
disinterested  board  members approves the loan and the terms of the loan are no
more favorable than would be available to any other borrower similarly situated.

     LENDING  LIMITS.  The Bank's lending activities are subject to a variety of
lending limits imposed by federal law.  Differing limits apply based on the type
of loan and the nature of the borrower, including the borrower's relationship to
the  Bank.  In  general,  however,  the  Bank is able to loan any one borrower a
maximum  amount  equal  to either:  (1) 15% of the Bank's capital and surplus or
(2)  25%  of  its  capital  and surplus if the excess over 15% is within federal
guidelines,  which  provide  an  exception  to the 15% limit for certain secured
debt.  The Bank has established an internal maximum loan limit of $750,000 which
is  separate  from  its  statutory lending limits described above.  These limits
will  increase  or  decrease  as  the Bank's capital increases or decreases as a
result  of  its earnings or losses, among other reasons.  The Bank will continue
to sell loan participations to other financial institutions to meet the needs of
customers  requiring  loans  above  these  limits.

     REAL  ESTATE  LOANS.  The  Bank  makes and holds real estate-related loans,
consisting  primarily  of  mortgage  loans  and  single-family  residential
construction loans for one-to-four unit family structures.  The Bank is involved
in  both  the  originating and servicing of its first and second mortgage loans,
and  generally  requires  an aggregated loan-to-value ratio of no more than 85%.
For  construction  loans,  the  Bank  requires a first lien position on the land
associated with the project.  Loan disbursements on construction loans generally
require on-site inspections to assure the project is on budget and that the loan
proceeds  are  being used for the construction project and not being diverted to
another  project.  The  loan-to-value  ratios  for  construction  loans  are
predominantly  80% of the lower of the as-built appraised value or project cost,
and  a  maximum  of  85%  if  the  loan  is  amortized.


                                        4
<PAGE>
     COMMERCIAL  LOANS.  The  Bank's  commercial lending is directed principally
toward small- to medium-sized businesses whose demand for funds falls within the
legal lending limits of the Bank.  This category of loans includes loans made to
individuals,  partnerships  and  corporations.  These  loans  are obtained for a
variety  of  business  purposes.

     CONSUMER  LOANS.  The  Bank  makes  consumer loans, consisting primarily of
installment  loans  to  individuals for personal, family and household purposes,
including  loans  for  automobiles,  home  improvements  and  investments.

     INVESTMENTS.  In  addition  to  loans,  the  Bank  makes  other investments
primarily  in  obligations  of the United States or obligations guaranteed as to
principal  and  interest  by the United States and other taxable securities.  No
investment  held by the Bank exceeds any applicable limitation imposed by law or
regulation.  Our asset and liability management committee reviews the investment
portfolio on an ongoing basis to ascertain investment profitablity and to verify
compliance  with  the  Bank's  investment  policies.

     DEPOSITS.  The Bank's core deposits include checking accounts, money market
accounts,  a  variety  of  certificates of deposit and IRA accounts.  To attract
deposits,  the  Bank  has employed an aggressive marketing plan in Gordon County
and  offers  a  broad  array  of  competitive products and services.  The Bank's
primary sources of deposits are residents of, and businesses and their employees
located in, Gordon County.  The Bank has obtained its deposits primarily through
personal  solicitation by its officers and directors, direct mail solicitations,
television  advertisements  and advertisements published in the local media.  We
plan  to  continue  generating deposits by offering competitively priced deposit
services,  including  demand  deposits,  regular  savings accounts, money market
deposits,  certificates  of  deposit,  retirement  accounts  and  other  legally
permitted  deposit  or  funds  transfer  services.

     ASSET  AND  LIABILITY  MANAGEMENT.  The  Bank  has established an asset and
liability  management  committee to manage its assets and liabilities.  The goal
of  this  committee  is to maintain an optimum and stable net interest margin, a
profitable  after-tax  return  on  assets  and  return  on  equity  and adequate
liquidity.  The  committee  conducts  these  management  functions  within  the
framework  of  written  loan  and investment policies that the Bank has adopted.
The  committee  also  attempts  to  maintain  a  balanced  position between rate
sensitive  assets  and  rate sensitive liabilities.  Specifically, the committee
charts  the  Bank's  assets  and  liabilities on a matrix by maturity, effective
duration  and  interest  adjustment  period  and  attempts to manage any gaps in
maturity  ranges.

                                    EMPLOYEES

     At  December  31,  2000,  the Bank employed 20 full-time employees, and the
Company  had  no employees who were not also employees of the Bank.  The Company
considers  the  Bank's  relationship  with  its  employees  to  be  excellent.

                           SUPERVISION AND REGULATION

     Both  North  Georgia  Community  and  North Georgia National are subject to
extensive  state and federal banking regulations that impose restrictions on and
provide  for  general  regulatory oversight of their operations.  These laws are
generally  intended  to  protect depositors and not shareholders.  The following
discussion  describes  the  material  elements  of the regulatory framework that
applies  to  us.


                                        5
<PAGE>
NORTH  GEORGIA  COMMUNITY

     Since  North  Georgia  Community  owns  all  of  the capital stock of North
Georgia  National,  it  is a bank holding company under the federal Bank Holding
Company  Act of 1956.  As a result, North Georgia Community is primarily subject
to  the supervision, examination, and reporting requirements of the Bank Holding
Company  Act  and  the  regulations  of  the  Federal  Reserve.

     ACQUISITIONS  OF  BANKS.  The  Bank Holding Company Act requires every bank
holding  company  to  obtain  the  Federal  Reserve's  prior  approval  before:

     -    Acquiring direct or indirect ownership or control of any voting shares
          of  any  bank if, after the acquisition, the bank holding company will
          directly  or  indirectly  own  or  control  more than 5% of the bank's
          voting  shares;

     -    Acquiring  all  or  substantially  all  of  the assets of any bank; or

     -    Merging  or  consolidating  with  any  other  bank  holding  company.

     Additionally,  the  Bank  Holding  Company  Act  provides  that the Federal
Reserve  may not approve any of these transactions if it would result in or tend
to  create a monopoly or, substantially lessen competition or otherwise function
as  a  restraint  of  trade,  unless the anticompetitive effects of the proposed
transaction  are  clearly  outweighed  by  the  public  interest  in meeting the
convenience  and  needs  of  the community to be served.  The Federal Reserve is
also  required  to  consider  the  financial and managerial resources and future
prospects  of the bank holding companies and banks concerned and the convenience
and needs of the community to be served.  The Federal Reserve's consideration of
financial  resources  generally  focuses on capital adequacy, which is discussed
below.

     Under  the  Bank  Holding  Company  Act,  if  adequately  capitalized  and
adequately  managed,  North  Georgia Community or any other bank holding company
located  in Georgia may purchase a bank located outside of Georgia.  Conversely,
an  adequately  capitalized  and adequately managed bank holding company located
outside  of  Georgia  may purchase a bank located inside Georgia.  In each case,
however,  restrictions  may be placed on the acquisition of a bank that has only
been  in  existence  for  a  limited  amount of time or will result in specified
concentrations  of  deposits.  For example, Georgia law prohibits a bank holding
company  from  acquiring  control  of  a  financial institution until the target
financial  institution  has  been  incorporated for five years.  As a result, no
bank  holding company may acquire control of North Georgia Community until after
the  fifth  anniversary  date  of  North  Georgia  National's  incorporation.

     CHANGE  IN  BANK  CONTROL.  Subject to various exceptions, the Bank Holding
Company  Act  and  the  Change  in  Bank  Control  Act,  together  with  related
regulations,  require  Federal  Reserve  approval 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 rebuttably presumed to exist
if  a person or company 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  Securities  Act  of  1934;  or


                                        6
<PAGE>
     -    No  other  person  owns  a  greater percentage of that class of voting
          securities  immediately  after  the  transaction.

     Our  common  stock  is  not registered under the Securities Exchange Act of
1934.  The  regulations  provide  a  procedure  for  challenge of the rebuttable
control  presumption.

     PERMITTED  ACTIVITIES.  Since  we have not qualified or elected to become a
financial  holding  company,  we are generally prohibited under the Bank Holding
Company  Act,  from  engaging in or acquiring direct or indirect control of more
than  5% of the voting shares of any company engaged in any activity other than:

     -    Banking  or  managing  or  controlling  banks;  and

     -    An  activity  that  the  Federal  Reserve  determines to be so closely
          related  to  banking  as  to  be  a proper incident to the business of
          banking.

     Activities  that  the Federal Reserve has found to be so closely related to
banking  as  to  be  a  proper  incident  to  the  business  of banking include:

     -    Factoring  accounts  receivable;

     -    Making,  acquiring,  brokering  or  servicing  loans and usual related
          activities;

     -    Leasing  personal  or  real  property;

     -    Operating  a  non-bank  depository  institution,  such  as  a  savings
          association;

     -    Trust  company  functions;

     -    Financial  and  investment  advisory  activities;

     -    Conducting  discount  securities  brokerage  activities;

     -    Underwriting  and  dealing  in government obligations and money market
          instruments;

     -    Providing  specified  management consulting and counseling activities;

     -    Performing  selected  data  processing  services and support services;

     -    Acting  as  agent or broker in selling credit life insurance and other
          types  of  insurance  in  connection  with  credit  transactions;  and

     -    Performing  selected  insurance  underwriting  activities.

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


                                        7
<PAGE>
     Generally,  if  North  Georgia  Community  qualifies and elects to become a
financial  holding  company,  it  may engage in activities that are financial in
nature  or  incidental or complementary to financial activity.  The Bank Holding
Company  Act  expressly  lists  the following activities as financial in nature:

     -    Lending,  trust  and  other  banking  activities;

     -    Insuring,  guaranteeing,  or  indemnifying  against  loss  or harm, or
          providing  and  issuing  annuities, and acting as principal, agent, or
          broker  for  these  purposes,  in  any  state;

     -    Providing  financial,  investment,  or  advisory  services;

     -    Issuing  or  selling  instruments  representing  interests in pools of
          assets  permissible  for  a  bank  to  hold  directly;

     -    Underwriting,  dealing  in  or  making  a  market  in  securities;

     -    Other  activities  that  the  Federal  Reserve  may determine to be so
          closely related to banking or managing or controlling banks as to be a
          proper  incident  to  managing  or  controlling  banks;

     -    Foreign  activities  permitted  outside  of  the  United States if the
          Federal  Reserve  has  determined  them to be usual in connection with
          banking  operations  abroad;

     -    Merchant  banking  through  securities  or  insurance  affiliates; and

     -    Insurance  company  portfolio  investments.

     To  qualify  to  become a financial holding company, North Georgia National
and  any other depository institution subsidiary of North Georgia Community must
be  well capitalized and well managed and must have a Community Reinvestment Act
rating  of  at  least  satisfactory.  Additionally, North Georgia Community must
file and election with the Federal Reserve to become a financial holding company
and  must  provide  the  Federal  Reserve  with  30 days written notice prior to
engaging  in  a permitted financial activity.  Although we are eligible to elect
to  become  a financial holding company, we currently have no plans to make such
an  election.

     SUPPORT  OF  SUBSIDIARY  INSTITUTIONS.  Under Federal Reserve policy, North
Georgia Community is expected to act as a source of financial strength for North
Georgia  National  and  to  commit  resources to support North Georgia National.
This support may be required at times when, without this Federal Reserve policy,
North  Georgia  Community might not be inclined to provide it.  In addition, any
capital  loans made by North Georgia Community to North Georgia National will be
repaid only after its deposits and various other obligations are repaid in full.
In the unlikely event of North Georgia Community's bankruptcy, any commitment by
it  to a federal bank regulatory agency to maintain the capital of North Georgia
National will be assumed by the bankruptcy trustee and entitled to a priority of
payment.

NORTH  GEORGIA  NATIONAL

     Since  North  Georgia  National  is  chartered  as  a  national bank, it is
primarily  subject to the supervision, examination and reporting requirements of
the  National  Bank  Act and the regulations of the Office of the Comptroller of
the  Currency.  The Office of the Comptroller of the Currency regularly examines
North  Georgia  National's  operations  and  has  the  authority  to  approve or
disapprove mergers, the establishment of branches and similar corporate actions.


                                        8
<PAGE>
The  Office of the Comptroller of the Currency also has the power to prevent the
continuance  or  development  of  unsafe  or  unsound banking practices or other
violations of law.   Additionally, North Georgia National's deposits are insured
by  the  FDIC  to the maximum extent provided by law.  North Georgia National is
also  subject to numerous state and federal statutes and regulations that affect
its  business,  activities  and  operations.

     BRANCHING.  National  banks are required by the National Bank Act to adhere
to  branching  laws  applicable  to  state banks in the states in which they are
located.  Under  current  Georgia  law,  North  Georgia National may open branch
offices  throughout  Georgia  with  the  prior  approval  of  the  Office of the
Comptroller  of  the Currency and the Georgia Department of Banking and Finance.
In  addition, with prior regulatory approval, North Georgia National may acquire
branches  of  existing banks located in Georgia.  North Georgia National and any
other  national  or state-chartered bank generally may branch across state lines
by merging with banks in other states if allowed by the applicable states' laws.
Georgia  law,  with limited exceptions, currently permits branching across state
lines  through  interstate  mergers.

     Under  the  Federal  Deposit  Insurance  Act, states may "opt-in" and allow
out-of-state  banks  to  branch  into their state by establishing a new start-up
branch  in  the  state.  Currently,  Georgia has not opted-in to this provision.
Therefore,  interstate  merger  is  the only method through which a bank located
outside  of Georgia may branch into Georgia.  This provides a limited barrier of
entry  into  the  Georgia  banking  market,  which protects us from an important
segment  of  potential competition.  However, because Georgia has elected not to
opt-in,  our  ability to establish a new start-up branch in another state may be
limited.  Many  states  that have elected to opt-in have done so on a reciprocal
basis,  meaning  that  an  out-of-state bank may establish a new start-up branch
only  if  their  home  state  has  also  elected to opt-in.  Consequently, until
Georgia changes its election, the only way we will be able to branch into states
that  have  elected  to  opt-in on a reciprocal basis will be through interstate
merger.

     PROMPT  CORRECTIVE  ACTION.  The  Federal  Deposit  Insurance  Corporation
Improvement  Act  of  1991  establishes  a system of prompt corrective action to
resolve  the  problems  of  undercapitalized financial institutions.  Under this
system,  the federal banking regulators have established five capital categories
(well  capitalized,  adequately  capitalized,  undercapitalized,  significantly
undercapitalized  and critically undercapitalized) in which all institutions are
placed.  Federal  banking  regulators  are  required  to  take various mandatory
supervisory  actions and are authorized to take other discretionary actions with
respect  to institutions in the three undercapitalized categories.  The severity
of  the  action  depends  upon  the capital category in which the institution is
placed.  Generally,  subject  to  a narrow exception, the banking regulator must
appoint  a  receiver  or  conservator  for  an  institution  that  is critically
undercapitalized.  The federal banking agencies have specified by regulation the
relevant  capital  level  for each category.  At December 31, 2000, we qualified
for  the  well-capitalized  category.

     An  institution  that  is  categorized  as  undercapitalized, significantly
undercapitalized,  or  critically  undercapitalized  is  required  to  submit an
acceptable  capital  restoration plan to its appropriate federal banking agency.
A  bank  holding company must guarantee that a subsidiary depository institution
meets  its  capital  restoration  plan,  subject  to  various  limitations.  The
controlling  holding  company's obligation to fund a capital restoration plan is
limited  to  the  lesser of 5% of an undercapitalized subsidiary's assets at the
time  it  became  undercapitalized  or  the  amount  required to meet regulatory
capital  requirements.  An  undercapitalized  institution  is  also  generally
prohibited  from  increasing  its  average  total  assets,  making acquisitions,
establishing  any branches or engaging in any new line of business, except under
an  accepted  capital  restoration  plan or with FDIC approval.  The regulations
also  establish  procedures  for  downgrading  an institution to a lower capital
category  based  on  supervisory  factors  other  than  capital.

     FDIC  INSURANCE  ASSESSMENTS.  The FDIC has adopted a risk-based assessment
system  for  insured  depository  institutions that takes into account the risks
attributable  to  different  categories  and  concentrations  of  assets  and


                                        9
<PAGE>
liabilities.  The  system  assigns  an  institution  to  one  of  three  capital
categories:  (1)  well  capitalized;  (2)  adequately  capitalized;  and  (3)
undercapitalized.  These  three  categories  are  substantially  similar  to the
prompt corrective action categories described above, with the "undercapitalized"
category  including  institutions  that  are  undercapitalized,  significantly
undercapitalized,  and  critically undercapitalized for prompt corrective action
purposes.  The  FDIC  also  assigns  an  institution to one of three supervisory
subgroups  based  on  a  supervisory  evaluation  that the institution's primary
federal  regulator provides to the FDIC and information that the FDIC determines
to  be  relevant  to the institution's financial condition and the risk posed to
the  deposit  insurance funds.  Assessments range from 0 to 27 cents per $100 of
deposits, depending on the institution's capital group and supervisory subgroup.
In  addition,  the  FDIC imposes assessments to help pay off the $780 million in
annual interest payments on the $8 billion Financing Corporation bonds issued in
the  late  1980s  as part of the government rescue of the thrift industry.  This
assessment  rate  is  adjusted  quarterly  and  is set at 1.96 cents per $100 of
deposits  for  the  first  quarter  of  2001.

     The  FDIC  may  terminate  its  insurance  of deposits if it finds that the
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.

     COMMUNITY  REINVESTMENT ACT.  The Community Reinvestment Act requires that,
in  connection  with  examinations  of  financial  institutions  within  their
respective  jurisdictions,  the  Federal Reserve, the FDIC, or the Office of the
Comptroller  of  the  Currency,  shall  evaluate  the  record  of each financial
institution  in  meeting  the credit needs of its local community, including low
and  moderate-income  neighborhoods.  These  facts  are  also  considered  in
evaluating mergers, acquisitions, and applications to open a branch or facility.
Failure  to  adequately meet these criteria could impose additional requirements
and  limitations  on North Georgia National.  Since our aggregate assets are not
more  than  $250  million, under the Gramm-Leach-Bliley Act, we are subject to a
Community  Reinvestment  Act examination only once every 60 months if we receive
an  outstanding rating, once every 48 months if we receive a satisfactory rating
and  as  needed  if our rating is less than satisfactory.  Additionally, we must
publicly  disclose  the  terms  of  various  Community  Reinvestment Act-related
agreements.

     OTHER  REGULATIONS.  Interest and other charges collected or contracted for
by  North  Georgia  National  are  subject  to state usury laws and federal laws
concerning  interest  rates.  North  Georgia National'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;  and


                                       10
<PAGE>
     -    The rules and regulations of the various federal agencies charged with
          the  responsibility  of  implementing  these  federal  laws.

The  deposit  operations  of  North  Georgia  National  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.

CAPITAL  ADEQUACY

     North  Georgia  Community and North Georgia National are required to comply
with  the  capital adequacy standards established by the Federal Reserve, in the
case  of  North  Georgia  Community,  and  the  Office of the Comptroller of the
Currency,  in  the  case  of  North  Georgia  National.  The Federal Reserve has
established  a  risk-based  and  a leverage measure of capital adequacy for bank
holding  companies.  Since  North  Georgia Community's consolidated total assets
are  less than $150 million, under the Federal Reserve's capital guidelines, our
capital  adequacy is measured on a bank-only basis, as opposed to a consolidated
basis.  North  Georgia  National  is  also  subject  to  risk-based and leverage
capital  requirements  adopted by the Office of the Comptroller of the Currency,
which are substantially similar to those adopted by the Federal Reserve for bank
holding  companies.

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

     The  minimum  guideline  for  the  ratio  of total capital to risk-weighted
assets is 8%.  Total capital consists of two components, Tier 1 Capital and Tier
2  Capital.  Tier  1  Capital  generally  consists  of  common  stock,  minority
interests  in  the  equity  accounts of consolidated subsidiaries, noncumulative
perpetual  preferred  stock,  and  a  limited  amount  of  qualifying cumulative
perpetual  preferred stock, less goodwill and other specified intangible assets.
Tier  1  Capital must equal at least 4% of risk-weighted assets.  Tier 2 Capital
generally  consists  of  subordinated debt, other preferred stock, and a limited
amount  of loan loss reserves.  The total amount of Tier 2 Capital is limited to
100%  of  Tier  1  Capital.  At  December 31, 2000 our ratio of total capital to
risk-weighted assets was 20.96% and our ratio of Tier 1 Capital to risk-weighted
assets  was  19.78%.

     In  addition,  the  Federal  Reserve has established minimum leverage ratio
guidelines  for  bank holding companies.  These guidelines provide for a minimum
ratio  of  Tier  1  Capital to average assets, less goodwill and other specified
intangible  assets,  of  3%  for  bank  holding  companies  that  meet specified
criteria,  including  having  the highest regulatory rating and implementing the
Federal  Reserve's  risk-based  capital measure for market risk.  All other bank
holding  companies  generally  are  required  to maintain a leverage ratio of at
least  4%.  At December 31, 2000, our leverage ratio was 16.66%.  The guidelines
also  provide that bank holding companies experiencing internal growth or making


                                       11
<PAGE>
acquisitions will be expected to maintain strong capital positions substantially
above the minimum supervisory levels without reliance on intangible assets.  The
Federal  Reserve  considers  the  leverage ratio and other indicators of capital
strength  in  evaluating  proposals  for  expansion  or  new  activities.

     Failure  to  meet  capital  guidelines could subject a bank or bank holding
company  to  a  variety of enforcement remedies, including issuance of a capital
directive,  the  termination  of deposit insurance by the FDIC, a prohibition on
accepting brokered deposits, and certain other restrictions on its business.  As
described  above,  significant  additional  restrictions  can  be  imposed  on
FDIC-insured  depository  institutions  that  fail  to  meet  applicable capital
requirements.  See  "-Prompt  Corrective  Action."

PAYMENT  OF  DIVIDENDS

     North  Georgia Community is a legal entity separate and distinct from North
Georgia  National.  The principal source of North Georgia Community's cash flow,
including  cash  flow  to  pay  dividends to its shareholders, is dividends that
North  Georgia  National  pays to North Georgia Community, its sole shareholder.
Statutory  and  regulatory limitations apply to North Georgia National's payment
of  dividends to North Georgia Community as well as to North Georgia Community's
payment  of  dividends  to  its  shareholders.

     North  Georgia National is required by federal law to obtain prior approval
of  the  Office  of the Comptroller of the Currency for payments of dividends is
the  total  of all dividends declared by our board of directors in any year will
exceed (1) the total of North Georgia National's net profits for that year, plus
(2)  North  Georgia  National's retained net profits of the preceding two years,
less  any  required  transfers  to  surplus.

     The  payment  of  dividends  by  North  Georgia Community and North Georgia
National  may  also  be  affected  by  other factors, such as the requirement to
maintain  adequate  capital  above regulatory guidelines.  If, in the opinion of
the  Office  of  the  Comptroller  of  the Currency, North Georgia National were
engaged  in  or  about to engage in an unsafe or unsound practice, the Office of
the  Comptroller of the Currency could require, after notice and a hearing, that
North  Georgia  National  stop or refrain engaging in the practice.  The federal
banking  agencies have indicated that paying dividends that deplete a depository
institution's capital base to an inadequate level would be an unsafe and unsound
banking  practice.  Under  the Federal Deposit Insurance Corporation Improvement
Act  of 1991, a depository institution may not pay any dividend if payment would
cause  it  to  become  undercapitalized  or  if  it already is undercapitalized.
Moreover,  the  federal agencies have issued policy statements that provide that
bank holding companies and insured banks should generally only pay dividends out
of  current  operating earnings.  See "-North Georgia National-Prompt Corrective
Action"  above.

RESTRICTIONS  ON  TRANSACTIONS  WITH  AFFILIATES

     North  Georgia  Community  and  North  Georgia  National are subject to the
provisions of Section 23A of the Federal Reserve Act.  Section 23A places limits
on  the  amount  of:

     -    a  bank's  loans  or  extensions  of  credit  to  affiliates;

     -    a  bank's  investment  in  affiliates;

     -    assets  a  bank  may  purchase  from  affiliates,  except for real and
          personal  property  exempted  by  the  Federal  Reserve;


                                       12
<PAGE>
     -    loans  or  extensions of credit to third parties collateralized by the
          securities  or  obligations  of  affiliates;  and

     -    a bank's 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.  North Georgia National must also comply
with  other  provisions  designed  to  avoid  the  taking of low-quality assets.

     North  Georgia Community and North Georgia National are also 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.

     North  Georgia  National  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,
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.

PROPOSED  LEGISLATION  AND  REGULATORY  ACTION

     New  regulations  and  statutes  are  regularly  proposed  that  contain
wide-ranging  proposals for altering the structures, regulations and competitive
relationships of 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.


                                       13
<PAGE>
                        SELECTED STATISTICAL INFORMATION

     Required  information  is  presented  in  "Part  II-Item  6-Management's
Discussion  and  Analysis  of  Financial  Condition  and Results of Operations."


ITEM  2.     DESCRIPTION  OF  PROPERTIES

     The  Bank  is  located  at 350 West Belmont Drive in Calhoun, Georgia.  The
Bank's  primary  facility, which is also the location of the Company's executive
offices,  is  a  15,000  square  foot  building with four drive-up lanes and one
drive-up ATM.  The Bank also provides a full-service ATM located in the lobby of
the  Gordon  Hospital  in  Calhoun,  Georgia.

     Other than the Bank's primary facility described in the preceding paragraph
and  the  real  estate-related  loans funded by the Bank previously described in
"-Item  1.  Description  of Business-North Georgia National-Loan Portfolio," the
Company  does  not  invest in real estate, interests in real estate, real estate
mortgages,  or  securities  of or interests in persons primarily engaged in real
estate  activities.


ITEM  3.     LEGAL  PROCEEDINGS

     There  are  no material pending legal proceedings to which the Company is a
party  or  of  which  any  of its properties are subject, nor are there material
proceedings  known  to  the  Company  to  be  contemplated  by  any governmental
authority.  Additionally,  the  Company  is unaware of any material proceedings,
pending  or  contemplated,  in  which any director, officer or affiliate, or any
principal  security  holder  of  the  Company  or  any  associate  of any of the
foregoing,  is  a  party  or  has  an  interest  adverse  to  the  Company.


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

     None.

                                     PART II

ITEM  5.     MARKET  FOR  REGISTRANT'S  COMMON  EQUITY  AND
             RELATED  STOCKHOLDER  MATTERS

     (a)     There  is  currently no established market for the Company's common
stock,  and  the Company does not have any plans to list its common stock on any
stock  exchange  or  on the over-the-counter market.  As a result, investors who
need  or  wish to dispose of all or any part of their common stock may be unable
to  do  so  except in private, directly negotiated sales.  As of March 15, 2001,
the  Company  had  approximately  433  shareholders  of  record.

     (b)     North  Georgia  National  has paid no dividends on its common stock
since  its  organization. The principal source of North Georgia Community's cash
flow,  including  cash  flow  to pay dividends to its shareholders, is dividends
that  North  Georgia  National  pays  to  North  Georgia  Community,  its  sole
shareholder.  Statutory  and  regulatory  limitations  apply  to  North  Georgia
National's  payment  of dividends to North Georgia Community as well as to North
Georgia  Community's  payment  of  dividends to its shareholders. For a complete
discussion  of  restrictions  on  dividends,  see  "Item  I-Description  of
Business-Supervision  and  Regulation-Payment  of  Dividends."


                                       14
<PAGE>
     On  July  11, 2000, North Georgia Community sold 625 shares of unregistered
common  stock  to Thomas M. Kinnamon for an aggregate price of $7,500.  The sale
did  not involve a public offering and is exempt from registration under Section
4(2)  of  the  Securities  Act.

     On August 15, 2000, North Georgia Community sold 625 shares of unregistered
common  stock  to David J. Lance for an aggregate price of $7,500.  The sale did
not involve a public offering and is exempt from registration under Section 4(2)
of  the  Securities  Act.

     The  combined proceeds of $15,000 from the two sales of unregistered common
stock described immediately above were used for working capital for the Company.

     On  April  1,  2000,  and  pursuant to the North Georgia National Bank 1999
Stock  Incentive Plan, the Bank issued to selected employees options to purchase
an aggregate of 76,000 shares of its common stock in exchange for their past and
future  service.  Subsequently,  an  option  to  purchase 2,500 shares of common
stock  was  cancelled  following  the  termination  of  employment of one of our
employees.  These option grants did not involve a public offering and are exempt
from registration under Section 4(2) of the Securities Act.  The following table
contains  information  about  the  option  grants:

     -------------------  ----------------  ---------------------------
          Shares
     Underlying Options   Exercise  Price         Vesting Schedule
     -------------------  ----------------  ---------------------------
     40,000                    $  12.00     20% increments over 5 years
     -------------------  ----------------  ---------------------------
     10,000                    $  12.00     20% increments over 5 years
     -------------------  ----------------  ---------------------------
     10,000                    $  12.00     20% increments over 5 years
     -------------------  ----------------  ---------------------------
      5,000                    $  12.00     20% increments over 5 years
     -------------------  ----------------  ---------------------------
      2,500                    $  12.00     20% increments over 5 years
     -------------------  ----------------  ---------------------------
      2,500                    $  12.00     20% increments over 5 years
     -------------------  ----------------  ---------------------------
      2,500                    $  12.00     20% increments over 5 years
     -------------------  ----------------  ---------------------------
        500                    $  12.00     20% increments over 5 years
     -------------------  ----------------  ---------------------------
        500                    $  12.00     20% increments over 5 years
     -------------------  ----------------  ---------------------------

ITEM  6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION
             AND  RESULTS  OF  OPERATIONS

     The  following is a discussion of our financial condition and the financial
condition  of  our bank subsidiary, North Georgia National, at December 31, 2000
and 1999 and the results of operations for the years then ended.  The purpose of
this  discussion  is  to  focus on information about our financial condition and
results  of  operations  that  are  not  otherwise  apparent  from  our  audited
consolidated financial statements.  Reference should be made to those statements
and  the  selected  financial  data  presented  elsewhere  in this report for an
understanding  of  the  following  discussion  and  analysis.

FORWARD-LOOKING  STATEMENTS

     We  may  from time to time make written or oral forward-looking statements,
including  statements  contained in our filings with the Securities and Exchange
Commission  and  reports to stockholders.  Statements made in this report, other
than  those  concerning  historical  information,  should  be  considered
forward-looking and subject to various risks and uncertainties.  Forward-looking
statements  are  made based upon management's belief as well as assumptions made
by, and information currently available to, management pursuant to "safe harbor"
provisions  of the Private Securities Litigation Reform Act of 1995.  Our actual
results  may  differ  materially from the results anticipated in forward-looking


                                       15
<PAGE>
statements  due  to  a  variety  of factors, including governmental monetary and
fiscal policies, deposit levels, loan demand, loan collateral values, securities
portfolio  values,  interest rate risk management, the effects of competition in
the  banking  business  from  other  commercial banks, thrifts, mortgage banking
firms,  consumer  finance  companies, credit unions, securities brokerage firms,
insurance  companies,  money  market  funds  and  other  financial  institutions
operating  in  our  market  area and elsewhere, including institutions operating
through the Internet, changes in governmental regulation relating to the banking
industry,  including regulations relating to branching and acquisitions, failure
of  assumptions  underlying  the  establishment  of  reserves  for  loan losses,
including the value of collateral underlying delinquent loans and other factors.
We  caution that these factors are not exclusive.  We do not undertake to update
any  forward-looking  statement  that may be made from time to time by us, or on
our  behalf.

OVERVIEW

     Our 2000 results were highlighted by significant loan and deposit growth in
our  first  full year of operations.  Our net loss of $642,000 was significantly
less  than  the loss incurred of $1,164,000 in our opening year of 1999.  We are
looking  to our growth in 2000 and continued future growth to provide a base for
profitability.

FINANCIAL  CONDITION  AT  DECEMBER  31,  2000  AND  1999

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

<TABLE>
<CAPTION>
                                       December  31,
                                       2000     1999
<S>                                  <C>      <C>
                                   (Dollars in Thousands)

Cash and due from banks              $ 1,687  $ 1,541
Interest-bearing deposits in banks         4        -
Federal funds sold                     4,715    1,315
Securities                             6,045    2,428
Loans, net                            31,574   16,644
Premises and equipment                 2,125    2,199
Other assets                             446      173
                                     -------  -------

                                     $46,596  $24,300
                                     =======  =======

Total deposits                       $38,649  $16,915
Federal funds purchased                  664        -
Other liabilities                        172      116
Stockholders' equity                   7,111    7,269
                                     -------  -------

                                     $46,596  $24,300
                                     =======  =======
</TABLE>

FINANCIAL  CONDITION  AT  DECEMBER  31,  2000  AND  1999

     As  of December 31, 2000, we had total assets of $46.6 million, an increase
of 92% over December 31, 1999.  Total interest-earning assets were $42.3 million
at  December  31, 2000 or 91% of total assets as compared to 85% of total assets
at  December 31, 1999.  Our primary interest-earning assets at December 31, 2000
were  loans,  which  made up 75% of total interest-earning assets as compared to
82%  at  December  31,  1999.  Our loan to deposit ratio was 83% at December 31,
2000  as  compared  to  99%  at December 31, 1999. The loan to deposit ratio has
decreased  as  deposit  growth  has outpaced new loan demand.  Deposit growth of
$21.7  million  has been used to fund loan growth of $15.1 million.  The balance
of the deposit growth funded a $3.4 million increase in federal funds sold and a
$3.6  million  increase  in  securities.


                                       16
<PAGE>
     Our  securities  portfolio,  consisting  of  U.S.  Agency  securities  and
restricted  equity  securities,  amounted  to $6.0 million at December 31, 2000.
Unrealized  gains  on  securities  amounted  to  $45,000 at December 31, 2000 as
compared  to  unrealized  losses  of  $72,000 at December 31, 1999.  We have not
specifically  identified  any  securities for sale in future periods that, if so
designated,  would  require a charge to operations if the market value would not
be  reasonably  expected  to  recover  prior  to  the  time  of  sale.

     We  have 51% of our loan portfolio collateralized by real estate located in
our primary market area of Gordon County, Georgia and surrounding counties.  Our
real  estate  mortgage  portfolio  consists  of  loans collateralized by one- to
four-family  residential  properties  (49%),  construction loans to build one-to
four-family residential properties (8%) and nonresidential properties consisting
primarily  of  small business commercial properties (43%).  We generally require
that  loans  collateralized  by real estate not exceed 80%-85% of the collateral
value.

     The  remaining  49% of the loan portfolio consists of commercial, consumer,
and  other loans.  We require collateral commensurate with the repayment ability
and  creditworthiness  of  the  borrower.

     The  specific economic and credit risks associated with our loan portfolio,
especially the real estate portfolio, include, but are not limited to, a general
downturn  in  the  economy  which  could affect unemployment rates in our market
area,  general  real  estate  market  deterioration, interest rate fluctuations,
deteriorated  or  non-existing collateral, title defects, inaccurate appraisals,
financial  deterioration  of  borrowers,  fraud,  and  any  violation of banking
protection  laws.  Construction lending can also present other specific risks to
the  lender  such  as  whether  the  builders  can  obtain  financing  for  the
construction, whether the builders can sell the home to a buyer, and whether the
buyer  can  obtain  permanent  financing.  Currently,  real estate values in our
market  area are stable. However, a manufacturing plant closing in Gordon County
during  the  last  quarter of 2000 could affect the unemployment rates and local
economy  in  our  market  area.

     We  attempt  to reduce these economic and credit risks not only by adhering
to  loan  to value guidelines, but also by investigating the creditworthiness of
the  borrower  and  monitoring  the  borrower's  financial  position.  Also,  we
establish and periodically review our lending policies and procedures as well as
having  independent loan review.  National banking regulations limit exposure by
prohibiting  loan relationships that exceed 15% of the Bank's statutory capital.

LIQUIDITY  AND  CAPITAL  RESOURCES

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

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


                                       17
<PAGE>
     Our  liquidity  and  capital resources are monitored on a periodic basis by
management  and  Federal regulatory authorities.  As determined under guidelines
established  by  regulatory  authorities  and internal policy, our liquidity was
considered  satisfactory.

     At  December 31, 2000, we had loan commitments outstanding of $5.9 million.
Because  these  commitments  generally have fixed expiration dates and many will
expire without being drawn upon, the total commitment amounts do not necessarily
represent  future  cash  requirements.  If  needed,  we  have  the  ability on a
short-term basis to borrow funds and purchase federal funds from other financial
institutions.  At  December  31,  2000, we had arrangements with four commercial
banks  for  additional  short-term  advances  of  $5,000,000.

     At  December 31, 2000, our capital ratios were considered adequate based on
regulatory minimum capital requirements.  Our stockholders' equity decreased due
to  a  net loss in 2000 of $642,000, increased due to other comprehensive income
of  $117,000  related  to unrealized gains on securities available-for-sale, and
increased  due  to  proceeds  from  additional  stock  sales  of  $368,000.  For
regulatory  purposes,  the net unrealized gains on securities available-for-sale
are  excluded  in  the  computation  of  the  capital  ratios.

     In  the  future,  the  primary  source  of funds available to North Georgia
Community  will  be  the  payment of dividends by the Bank.  Banking regulations
limit the amount of the dividends that may be paid without prior approval of the
Bank's  regulatory  agency.  Currently,  the  Bank  can pay no dividends without
regulatory  approval.

     The  minimum  capital  requirements to be considered well capitalized under
prompt corrective action provisions and the actual capital ratios for us and the
Bank  as  of  December  31,  2000  are  as  follows:

<TABLE>
<CAPTION>
                                          Actual
                              ----------------------------   Regulatory
                              Consolidated        Bank      Requirements
                              -------------  -------------  -------------
<S>                           <C>            <C>            <C>
  Leverage capital ratio             16.66%         16.65%        5.00%
  Risk-based capital ratios:
    Core capital                     19.78          19.76         6.00
    Total capital                    20.96          20.95        10.00
</TABLE>

At  December  31, 2000, we had no material commitments for capital expenditures.

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

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

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


                                       18
<PAGE>
Effects  of  Inflation
----------------------

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

RESULTS  OF  OPERATIONS  FOR  THE  YEARS  ENDED  DECEMBER  31,  2000  AND  1999

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

<TABLE>
<CAPTION>
                         Years Ended December 31,
                              2000      1999
                          (Dollars in Thousands)
<S>                         <C>       <C>
Interest income             $ 2,743   $   791

Interest expense              1,316       292
                            --------  --------

Net interest income           1,427       499

Provision for loan losses       325       201

Other income                    194       183

Other expenses                1,938     1,645
                            --------  --------

Net loss                    $  (642)  $(1,164)
                            ========  ========
</TABLE>

Net  Interest  Income
---------------------

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

     Our  net  yield  on  average  interest-earning  assets was 4.63% in 2000 as
compared  to  4.41%  in  1999.  Average  loans  increased by $17.7 million which
accounted  for  the  majority  of  a  $19.9  million  increase  in total average
interest-earning  assets.  Average  interest-bearing  liabilities  increased  by
$17.1  million with average interest-bearing demand and time deposits accounting
for  the  vast  majority  of  this  increase.  The  rate  earned  on  average
interest-earning assets increased to 8.91% in 2000 from 7.16% in 1999.  The rate
paid  on  average  interest-bearing  liabilities increased to 5.43% in 2000 from
4.19%  in  1999.  The  increase  in net interest income was due to a significant
increase in volume of interest-earning assets. The increase in net yield was due
primarily  to  loans  being a larger component of interest-earning assets during
the  year.


                                       19
<PAGE>
Provision  for  Loan  Losses
----------------------------

     The  provision for loan losses was $325,000 in 2000 as compared to $201,000
in 1999.  The amounts provided were due to the growth of the loan portfolio, our
assessment  of  the  inherent  risk  in  the  loan  portfolio and increased loan
charge-offs  of  $100,000  in  2000  as compared to 1999.  We also increased the
provision  for  loan  losses  due  to the closing of a significant manufacturing
plant in Gordon County during the last quarter of 2000.  The effect of the plant
closing  and related job losses, though not quantifiable at this time, will most
likely  have  a  negative impact on the economy in Gordon County and the overall
quality of our loan portfolio.  Based upon our evaluation of the loan portfolio,
we  believe  the  allowance  for  loan  losses to be adequate to absorb possible
losses  on  existing  loans  that  may  become  uncollectible.  This  evaluation
considers  past  due  and  classified  loans,  historical experience, underlying
collateral  values,  and  current  economic  conditions  that  may  affect  the
borrower's  ability  to  repay.  As  of  December  31,  2000 and 1999, we had no
nonaccrual  loans.  The allowance for loan losses as a percentage of total loans
was  1.33%  at  December  31,  2000  as  compared  to 1.19% at December 31,1999.

Other  Income
-------------

     Other income consists of service charges on deposit accounts, mortgage loan
origination  fees,  gains  and  losses  from  securities  transactions and other
miscellaneous revenue and fees.  Other income increased to $194,000 in 2000 from
$183,000  in  1999.  This  increase  is  primarily due to an increase in service
charges  on deposit accounts of $88,000, a decrease in mortgage loan origination
fees  of  $58,000,  and  losses recognized in 2000 on securities transactions of
$27,000.

Other  Expenses
---------------

     Other  expenses  were $1,938,000 in 2000 as compared to $1,645,000 in 1999,
an  increase  of  $293,000.  Salaries and employee benefits increased by $85,000
due  to an increase in the number of full time employees from 14 to 20 and other
annual  salary increases.  Equipment and occupancy expenses increased by $73,000
due  primarily  to  increased  depreciation  of  $40,000,  and  increased
service/maintenance  costs  of  $24,000.  Other  operating expenses increased by
$135,000 due primarily to a $49,000 increase in data processing costs, increased
legal  and professional costs of $26,000, and a $60,000 increase in other costs.

Income  Tax
-----------

     We  have  reported  no  income  tax due to accumulated deficits incurred of
$2,255,000  through  December  31,  2000.

Asset/Liability  Management
---------------------------

     Our  objective  is  to  manage  assets  and  liabilities  to  provide  a
satisfactory,  consistent  level  of  profitability  within  the  framework  of
established  cash,  loan,  investment, borrowing, and capital policies. Specific
officers  are  charged  with  the  responsibility  for  monitoring  policies and
procedures designed to ensure acceptable composition of the asset/liability mix.
Management's  overall  philosophy  is  to support asset growth primarily through
growth  of  core  deposits  of  all  categories  made  by  local  individuals,
partnerships,  and  corporations.


                                       20
<PAGE>
     Our  asset/liability  mix  is  monitored  on  a regular basis with a report
reflecting  the  interest  rate-sensitive  assets  and  interest  rate-sensitive
liabilities  being  prepared and presented to the Bank's Board of Directors on a
monthly  basis.  The  objective  of  this  policy  is  to  monitor  interest
rate-sensitive  assets  and  liabilities  so  as  to  minimize  the  impact  of
substantial  movements  in  interest rates on earnings. An asset or liability is
considered to be interest rate-sensitive if it will reprice or mature within the
time  period  analyzed,  usually one year or less. The interest rate-sensitivity
gap  is  the difference between the interest-earning assets and interest-bearing
liabilities  scheduled  to  mature  or reprice within such time period. A gap is
considered  positive  when  the amount of interest rate-sensitive assets exceeds
the  amount of interest rate-sensitive liabilities. A gap is considered negative
when  the  amount  of  interest  rate-sensitive liabilities exceeds the interest
rate-sensitive  assets. During a period of rising interest rates, a negative gap
would  tend  to affect net interest income adversely, while a positive gap would
tend  to  result  in  an  increase  in net interest income. Conversely, during a
period  of  falling  interest  rates,  a negative gap would tend to result in an
increase  in  net interest income, while a positive gap would tend to affect net
interest  income  adversely. If our assets and liabilities were equally flexible
and moved concurrently, the impact of any increase or decrease in interest rates
on  net  interest  income  would  be  minimal.

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

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

     At December 31, 2000, our cumulative one-year interest rate-sensitivity gap
ratio  was  68%.  Our  targeted ratio is 80% to 120% in this time horizon.  This
indicates  that our interest-bearing liabilities will reprice during this period
at  a  rate  faster  than  our  interest-earning  assets.  We are not within our
targeted  parameters  due  primarily to 93% of certificates of deposit repricing
within a one-year time frame as opposed to 45% of loans and securities repricing
within  a  one-year  time  frame.  We  believe that competitive market rates are
being  paid  for  certificates  of  deposit,  and  as  long  as the rates remain
competitive,  liquidity,  while  not  assured, should not be adversely affected.
However,  due  to  the  long-term nature of our interest- earning assets and the
short-term  nature  of  our  interest-bearing liabilities, our earnings could be
negatively  impacted  in  a  rising  interest  rate  environment.


                                       21
<PAGE>
     The  following  table  sets  forth the distribution of the repricing of our
interest-earning  assets  and  interest-bearing  liabilities  as of December 31,
2000,  the  interest  rate-  sensitivity  gap,  the  cumulative  interest
rate-sensitivity gap, the interest rate-sensitivity gap ratio and the cumulative
interest rate-sensitivity gap ratio.  The table also sets forth the time periods
in which interest-earning assets and interest-bearing liabilities will mature or
may reprice in accordance with their contractual terms.  However, the table does
not  necessarily  indicate  the impact of general interest rate movements on the
net  interest  margin  as  the  repricing  of  various  categories of assets and
liabilities  is subject to competitive pressures and the needs of our customers.
In  addition,  various  assets and liabilities indicated as repricing within the
same  period  may  in fact, reprice at different times within such period and at
different  rates.

<TABLE>
<CAPTION>
                                             After        After
                                             Three        One
                                             Months     Year but
                                 Within       but        Within     After
                                 Three       Within       Five      Five
                                 Months     One Year     Years      Years     Total
                                              (Dollars in Thousands)
<S>                             <C>        <C>         <C>        <C>       <C>
Interest-earning assets:
     Interest-bearing
          deposits in banks     $      4   $      --   $      --  $     --  $     4
     Federal funds sold            4,715          --          --        --    4,715
     Securities                      515         248       3,518     1,764    6,045
     Loans                        11,732       4,614      15,033       619   31,998
                                ---------  ----------  ---------  --------  -------

                                  16,966       4,862      18,551     2,383   42,762
                                ---------  ----------  ---------  --------  -------

Interest-bearing liabilities:
     Interest-bearing demand
         deposits                 18,484          --          --        --   18,484
     Savings                       2,355          --          --        --    2,355
     Certificates, less than
          $100,000                 1,197       4,730         695        --    6,622
     Certificates, $100,000
          and over                 1,149       3,488         124        --    4,761
     Federal funds purchased         664          --          --        --      664
                                ---------  ----------  ---------  --------  -------

                                  23,849       8,218         819        --   32,886
                                ---------  ----------  ---------  --------  -------

Interest rate sensitivity
     gap                        $ (6,883)  $  (3,356)  $  17,732  $  2,383  $ 9,876
                                =========  ==========  =========  ========  =======
Cumulative interest rate
     sensitivity gap            $ (6,883)  $ (10,239)  $   7,493  $  9,876
                                =========  ==========  =========  ========
Interest rate sensitivity
     gap ratio                       .71         .59       22.65        --
                                =========  ==========  =========  ========
Cumulative interest rate
     sensitivity gap ratio           .71         .68        1.23      1.30
                                =========  ==========  =========  ========

</TABLE>


                                       22
<PAGE>

               SELECTED FINANCIAL INFORMATION AND STATISTICAL DATA

     The  tables  and  schedules  on  the  following  pages  set  forth  certain
significant  financial  information  and  statistical  data  with  respect  to:

     -    Distribution  of our assets, liabilities and stockholders' equity, and
          the  interest  rates  we  experience;

     -    Our  investment  portfolio;

     -    Our  loan  portfolio,  including  types  of  loans,  maturities,  and
          sensitivities of loans to changes in interest rates and information on
          nonperforming  loans;

     -    Summary  of  our  loan  loss experience and allowance for loan losses;

     -    Types  of  deposits;  and

     -    Return  on  equity  and  assets.


                                       23
<PAGE>
                    DISTRIBUTION OF ASSETS, LIABILITIES, AND
                              STOCKHOLDERS' EQUITY:
                    INTEREST RATES AND INTEREST DIFFERENTIALS

AVERAGE  BALANCES

     The  condensed  average  balance sheet for the years indicated is presented
below.  (1)

<TABLE>
<CAPTION>
                                           Years Ended December 31,
                                               2000      1999
                                            (Dollars in Thousands)
<S>                                          <C>       <C>
      ASSETS

  Cash and due from banks                    $ 1,539   $    968
  Taxable securities                           4,611      2,200
  Securities valuation account                   (62)       (36)
  Federal funds sold                           1,294      1,469
  Loans (2)                                   24,889      7,199
  Allowance for loan losses                     (282)       (17)
  Other assets                                 2,464      2,339
                                             --------  ---------
                                             $34,453   $ 14,122
                                             ========  =========

  Total interest-earning assets              $30,794   $ 10,868
                                             ========  =========

      LIABILITIES AND STOCKHOLDERS' EQUITY

  Deposits:
    Noninterest-bearing demand               $ 2,538   $    811
    Interest-bearing demand                   14,871      4,302
    Savings                                    1,094        161
    Time                                       7,603      2,539
                                             --------  ---------
      Total deposits                          26,106      7,813

  Federal funds purchased                        658        126
  Other liabilities                              166         56
                                             --------  ---------
      Total liabilities                       26,930      7,995
  Stockholders' equity                         7,523      6,127
                                             --------  ---------
                                             $34,453   $ 14,122
                                             ========  =========

  Total interest-bearing liabilities         $24,226   $  7,128
                                             ========  =========
<FN>
(1)  For each category, average balances were determined using the daily average
     balances  during  the  year.

(2)  The  average balance of nonaccrual loans included in average loans for 2000
     was  $30,000.  There were no nonaccrual loans included in average loans for
     1999.
</TABLE>


                                       24
<PAGE>
INTEREST  INCOME  AND  INTEREST  EXPENSE

     The  following  tables  set  forth  the  amount  of our interest income and
interest  expense  for  each  category  of  interest-earning  assets  and
interest-bearing  liabilities  and  the  average  interest  rate  for  total
interest-earning  assets  and  total  interest-bearing liabilities, net interest
spread  and  net  yield  on  average  interest-earning  assets.

<TABLE>
<CAPTION>
                                                         Years  Ended  December  31,
                                                          2000               1999

                                                              Average           Average
                                                    Interest    Rate   Interest   Rate
                                                           (Dollars in Thousands)
<S>                                                <C>         <C>     <C>        <C>
  INTEREST INCOME:
    Interest and fees on loans (1)                 $   2,364    9.50%  $     533  8.09%
    Interest on taxable securities                       299    6.48         112  5.53
    Interest on Federal funds sold                        80    6.20          68  5.06
    Interest earned during the
      period prior to commencement
      of banking operations                                -       -          78     -
                                                   ----------          ---------
    Total interest income                              2,743    8.91         791  7.16
                                                   ----------          ---------

  INTEREST EXPENSE:
    Interest on interest-bearing
      demand deposits                                    741    4.99         148  3.77
    Interest on savings deposits                          52    4.72           4  2.40
    Interest on time deposits                            487    6.41         114  4.91
    Interest on Federal funds purchased                   36    5.50           7  6.33
    Interest incurred during the
      period prior to commencement
      of banking operations                                -       -          19     -
                                                   ----------          ---------

    Total interest expense                             1,316    5.43         292  4.19
                                                   ----------          ---------

  NET INTEREST INCOME                              $   1,427           $     499
                                                   ==========          =========

    Net interest spread                                         3.48%             2.97%
                                                               ======             =====
    Net yield on average interest-earning assets                4.63%             4.41%
                                                               ======             =====
<FN>
(1)  Interest and fees on loans includes $144,000 and $27,000 of loan fee income
     for  the years ended December 31, 2000 and 1999, respectively. There was no
     interest  income  recognized  on  nonaccrual  loans  during  2000  or 1999.

</TABLE>


                                       25
<PAGE>
RATE  AND  VOLUME  ANALYSIS

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

<TABLE>
<CAPTION>
                                                  Years Ended December 31,
                                                        2000 vs. 1999
                                                         Changes
                                                          Due  To:
                                                  Rate    Volume    Net
                                                  (Dollars in Thousands)
<S>                                              <C>     <C>       <C>
  Increase (decrease) in:
    Income from interest-earning assets:
    Interest and fees on loans                   $ 107   $ 1,723   $1,830
    Interest on taxable securities                  22       165      187
    Interest on Federal funds sold                  15        (3)      12
                                                 ------  --------  ------
      Total interest income                        144     1,885    2,029
                                                 ------  --------  ------

    Expense from interest-bearing liabilities:
    Interest on interest-bearing
      demand deposits                               61       532      593
    Interest on savings deposits                     7        41       48
    Interest on time deposits                       44       329      373
    Interest on Federal funds purchased             (1)       30       29
                                                 ------  --------  ------
      Total interest expense                       111       932    1,043
                                                 ------  --------  ------

      Net interest income                        $  33   $   953   $  986
                                                 ======  ========  ======
</TABLE>

Interest  income  earned  of  $78,000  and  interest incurred of $19,000 for the
period  in  1999  prior  to  the  commencement  of  banking operations have been
excluded  from  the  rate/volume  table.


                                       26
<PAGE>
                              INVESTMENT PORTFOLIO

TYPES  OF  INVESTMENTS

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

<TABLE>
<CAPTION>
                                  December  31,
                                  2000    1999
<S>                              <C>     <C>
                             (Dollars in Thousands)

  U.S. Government agencies       $5,780  $ 2,174
  Restricted equity securities      265  $   254
                                 ------  -------

                                 $6,045  $ 2,428
                                 ======  =======
</TABLE>

MATURITIES

     The  amounts  of  debt  securities, including the weighted average yield in
each  category  as  of  December  31,  2000,  are  shown  in the following table
according  to  contractual  maturity  classifications  (1) one year or less, (2)
after one through five years, (3) after five through ten years and (4) after ten
years.

                                            After  one         After  five
                   One year or less     through five years  through ten years
                   Amount    Yield (1)  Amount   Yield (1)  Amount   Yield (1)
U.S. Government
  agencies       $      498      5.29%  $ 3,518      7.09%  $ 1,764      7.08%
                 ==========             =======             =======


                   After ten years         Total
                  Amount    Yield (1)  Amount   Yield (1)
U.S. Government
  agencies       $      --          -  $ 5,780      6.47%
                 ==========             =======

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



                                       27
<PAGE>
                                 LOAN PORTFOLIO

TYPES  OF  LOANS

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

<TABLE>
<CAPTION>
                                            December  31,
                                           2000      1999
<S>                                      <C>       <C>
                                        (Dollars in Thousands)

  Commercial                             $10,933   $ 7,931
  Real estate- construction                1,233       253
  Real estate- mortgage                   15,135     5,522
  Consumer installment loans and other     4,697     3,138
                                         --------  --------
                                          31,998    16,844
  Less allowance for loan losses            (424)     (200)
                                         --------  --------
      Net loans                          $31,574   $16,644
                                         ========  ========
</TABLE>


MATURITIES  AND  SENSITIVITIES  OF  LOANS  TO  CHANGES  IN  INTEREST  RATES

     Total  loans  as  of  December  31,  2000  are shown in the following table
according  to  contractual  maturity  classifications  (1) one year or less, (2)
after  one  through  five  years,  and  (3)  after  five  years.

<TABLE>
<CAPTION>
                           (Dollars  in  Thousands)
<S>                               <C>
  Commercial
    One year or less              $ 6,232
    After one through five years    4,591
    After five years                  110
                                  -------
                                   10,933
                                  -------

  Construction
    One year or less                1,233
    After one through five years       --
    After five years                   --
                                  -------
                                    1,233
                                  -------

  Other
    One year or less               11,305
    After one through five years    8,329
    After five years                  198
                                  -------
                                   19,832
                                  -------

                                  $31,998
                                  =======
</TABLE>


                                       28
<PAGE>
     The  following  table  summarizes  loans  at December 31, 2000 with the due
dates after one year that have predetermined and floating or adjustable interest
rates.

<TABLE>
<CAPTION>
                                    (Dollars in Thousands)
<S>                                         <C>
    Predetermined interest rates            $ 9,376
    Floating or adjustable interest rates     3,852
                                            -------
                                            $13,228
                                            =======
</TABLE>

RISK  ELEMENTS

     Information  with  respect  to nonaccrual, past due, restructured and other
problem  loans  at  December  31,  2000  and  1999  is  as  follows:

<TABLE>
<CAPTION>
                                                   December  31,
                                                   2000   1999
                                             (Dollars in Thousands)
<S>                                                <C>    <C>
  Nonaccrual loans                                 $   0  $   0
  Loans contractually past due ninety
    days or more as to interest or
    principal payments and still accruing              0      0
  Restructured loans                                   0      0
  Loans, now current about which there are
    serious doubts as to the ability of the
    borrower to comply with loan repayment terms       0      0
  Interest income that would have been recorded
    on nonaccrual and restructured loans under
    original terms                                     3      0
  Interest income that was recorded on
    nonaccrual and restructured loans                  0      0
</TABLE>

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

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


                                       29
<PAGE>
                         SUMMARY OF LOAN LOSS EXPERIENCE

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

<TABLE>
<CAPTION>
                                               Years Ended December 31,
                                                   2000        1999
<S>                                             <C>          <C>
                                                (Dollars in Thousands)

  Average amount of loans outstanding           $   24,889   $  7,199
                                                ===========  =========

  Balance of allowance for loan losses
    at beginning of year                        $      200   $     --
                                                -----------  ---------

  Loans charged off
    Commercial                                          88         --
    Real estate mortgage                                 1         --
    Installment                                         15          1
                                                -----------  ---------
                                                       104          1
                                                -----------  ---------

  Loans recovered
    Commercial                                           3         --
    Real estate mortgage                                --         --
    Installment                                         --         --
                                                -----------  ---------
                                                         3         --
                                                -----------  ---------

  Net charge-offs                                      101          1
                                                -----------  ---------

  Additions to allowance charged to operating
    expense during year                                325        201
                                                -----------  ---------

  Balance of allowance for loan losses
    at end of year                              $      424   $    200
                                                ===========  =========

  Ratio of net loans charged off during the
  year to average loans outstanding                    .41%       .01%
                                                ===========  =========
</TABLE>

ALLOWANCE  FOR  LOAN  LOSSES

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


                                       30
<PAGE>
     As  of  December 31, 2000 and 1999, we made no allocations of our allowance
for  loan  losses  to specific categories of loans.  Based on our best estimate,
the  allocation  of  the  allowance for loan losses to types of loans, as of the
indicated  dates,  is  as  follows:

<TABLE>
<CAPTION>
                               December 31, 2000         December 31, 1999
                                   Percent of loans in      Percent of loans in
                                     each category             each  category
                            Amount   to total loans   Amount   to total loans
                                          (Dollars in Thousands)
<S>                         <C>      <C>              <C>      <C>
Commercial                  $   233              34%  $   110              47%
Real estate- construction        21               4        10               1
Real estate- mortgage           106              47        50              33
Consumer installment
  loans and other                64              15        30              19
                            -------  ---------------  -------  ---------------
                            $   424             100%  $   200             100%
                            =======  ===============  =======  ===============
</TABLE>


                                       31
<PAGE>
                                    DEPOSITS

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

<TABLE>
<CAPTION>
                                          Years  Ended  December  31,
                                            2000              1999
                                      Amount    Percent   Amount   Percent
                                              (Dollars in Thousands)
<S>                                   <C>      <C>        <C>      <C>
Noninterest-bearing demand deposits   $ 2,538       -- %  $   811      -- %
Interest-bearing demand deposits       14,871       4.99    4,302      3.77
Savings deposits                        1,094       4.72      161      2.40
Time deposits                           7,603       6.41    2,539      4.91
                                      -------             -------
                                      $26,106             $ 7,813
                                      =======             =======
<FN>
(1)  Average  balances  were  determined using the daily average balances during
     the  year.
</TABLE>

     The  amounts  of time certificates of deposit issued in amounts of $100,000
or  more  as of December 31, 2000 are shown below by category, which is based on
time  remaining  until  maturity  of  (1)  three  months or less, (2) over three
through  six  months,  (3)  over  six through twelve months, and (4) over twelve
months.

<TABLE>
<CAPTION>
                            (Dollars in Thousands)
<S>                                <C>
  Three months or less             $1,149
  Over three through six months       577
  Over six through twelve months    2,911
  Over twelve months                  124
                                   ------
    Total                          $4,761
                                   ======
</TABLE>


                                       32
<PAGE>
                    RETURN ON ASSETS AND STOCKHOLDERS' EQUITY

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

<TABLE>
<CAPTION>
                          Years Ended December 31,
                               2000      1999
<S>                           <C>       <C>
  Return on assets (1)         (1.86)%   (8.24)%
  Return on equity (2)         (8.53)   (19.00)
  Dividend payout ratio (3)        -         -
  Equity to assets ratio (4)   21.84     43.38

<FN>
(1)  Net  loss  divided  by  average  total  assets.
(2)  Net  loss  divided  by  average  equity.
(3)  Dividends  declared  per  share  of  common stock divided by net income per
     share.
(4)  Average  equity  divided  by  average  total  assets.
</TABLE>


                                       33
<PAGE>
ITEM  7.     FINANCIAL  STATEMENTS

     The  Consolidated  Financial  Statements  of  the  Company are incorporated
herein by reference to Exhibit 13.1 of this Annual Report on Form 10-KSB for the
year  ended  December  31,  2000.

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

     None.

                                    PART III

ITEM  9.     DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

     The  following  table sets forth for each director and executive officer of
the  Company (1) the person's name, (2) his or her age at December 31, 2000, (3)
the  year  he  or  she  was  first elected as a director or as an officer of the
Company,  and (4) his or her positions with the Company other than as a director
and  his  or  her  other  business  experience  for  the  past  five  years.

<TABLE>
<CAPTION>
<S>                         <C>             <C>
A.  DIRECTORS
                                                      POSITION WITH THE COMPANY AND
NAME (AGE)                  DIRECTOR SINCE                BUSINESS EXPERIENCE
--------------------------  --------------  --------------------------------------------------

David J. Lance (46)                   2000  President of North Georgia Community and
                                            President and Chief Executive Officer of North
                                            Georgia National; previously President and Chief
                                            Executive Officer of First National Bank of
                                            Northwest Georgia, Calhoun, Georgia

Thomas M. Kinnamon (55)               2000  Secretary of North Georgia Community;
                                            Chairman of the Board of North Georgia National;
                                            President of Accent Yarns & Textiles, Inc.,
                                            Dalton, Georgia (yarn and textile manufacture and
                                            sale)

B.  EXECUTIVE OFFICER WHO
    IS NOT ALSO A DIRECTOR
                                            POSITION WITH THE COMPANY AND
NAME (AGE)                  OFFICER SINCE   BUSINESS EXPERIENCE
--------------------------  --------------  --------------------------------------------------

Rhonda C. Massengill (46)             2001  Chief Financial Officer of North Georgia
                                            Community and Chief Financial Officer and
                                            Corporate Secretary of North Georgia National
                                            Bank
</TABLE>

     The Company is filing this Annual Report on Form 10-KSB pursuant to Section
15(d)  of the Securities and Exchange Act and is not subject to filings required
by  Section  16  of  the  Securities  and  Exchange  Act.


                                       34
<PAGE>
ITEM  10.     EXECUTIVE  COMPENSATION

COMPENSATION  OF  EXECUTIVE  OFFICERS

                           SUMMARY COMPENSATION TABLE

     The  following  table  presents summary information concerning compensation
paid  or  accrued by the Company and the Bank to its chief executive officer for
the  years  ended December 31, 2000 and 1999.  No other executive officer of the
Company  earned over $100,000 in salary and bonus during the year ended December
31,  2000.

<TABLE>
<CAPTION>
                              Annual  Compensation              Long-Term  Compensation
                         ----------------------------  ----------------------------------
                                                               Awards             Payouts
                                                        -----------------------  ---------
                                               Other                 Securities                All
                                               Annual   Restricted   Underlying               Other
                                              Compen-      Stock      Options/      LTIP     Compen-
                          Salary     Bonus     sation     Awards        SARs      Payouts    sation
Name and Position  Year    ($)        ($)       ($)         ($)          (#)        ($)      ($)(1)
-----------------  ----  --------  ---------  --------  -----------  -----------  --------  ---------
<S>                <C>   <C>       <C>        <C>       <C>          <C>          <C>       <C>
                                                                                             7,500(2)
David J. Lance     2000   150,000     5,000         0             0       40,000         0  33,000(3)
-----------------  ----  --------  ---------  --------  -----------  -----------  --------  ---------
  President &
  Chief Executive
  Officer          1999    40,909  70,000(4)  3,500(5)            0       75,000        --  62,850(2)
-----------------  ----  --------  ---------  --------  -----------  -----------  --------  ---------
<FN>

(1)  We  have omitted information on certain "perks" and other personal benefits
     because the aggregate value of these items does not meet the minimum amount
     required  for  disclosure  under  the  Securities  and  Exchange Commission
     regulations.

(2)  Consists  of cash payment in lieu of the establishment of a retirement plan
     as called for under the employment agreement between David J. Lance and the
     Bank.

(3)  Consists  of  payments  for club memberships under the employment agreement
     between  David  J.  Lance  and  the  Bank.

(4)  Consist  of a signing bonus under the employment agreement between David J.
     Lance  and  the  Bank.

(5)  Consists  of  an  automobile  allowance.
</TABLE>

                              EMPLOYMENT AGREEMENT

     Effective  September 22, 1999, we entered into an employment agreement with
David J. Lance regarding his service as President and Chief Executive Officer of
the  Bank.  Under  the  terms  of the employment agreement, Mr. Lance receives a
base  salary  of  $150,000  per  year.  Mr. Lance is also eligible to receive an
annual  cash  bonus  of  at  least 2% of the before-tax profits of the Bank.  In
addition  to  his  base salary and bonus, Mr. Lance is entitled to reimbursement
for  social  club  memberships  and  full  use  of  an  automobile.

Under  the terms of Mr. Lance's employment agreement, the Bank granted Mr. Lance
a  fully  vested  stock option to purchase 75,000 shares of common stock with an
exercise  price of $ 10.00 per share.  The Bank also granted Mr. Lance the right


                                       35
<PAGE>
to  purchase  up  to  25,000  shares  of  Bank stock (increased to 35,450 shares
pursuant  to  a separate stock purchase agreement, dated September 22, 1999, and
by  Board  resolution)  by  March  31,  2000.  Mr. Lance purchased 20,500 shares
pursuant  to  the  stock  purchase agreement in the last quarter of 1999 and the
remaining14,950  shares  in  the  first  quarter  of  2000.

The  employment agreement also provides that, in the event of a sale of the Bank
during  the  term  of his employment, the Bank will pay Mr. Lance one percent of
the  total sale price, a gross-up payment to ensure that the net amount retained
by  Mr.  Lance  from  the sale, after taxes, is equal to one percent of the sale
price,  and  a  right  of  first  refusal  on  any  sale  of  the  Bank.

     The  initial term of Mr. Lance's employment began on September 22, 1999 and
will  continue for a period of three years.  Upon each new day of the three-year
period, the term is automatically extended for one additional day so that at all
times the term of the employment agreement will be three full years until either
party  notifies  the  other  of  its  intent  not  to  renew.

If  the  Bank  terminates  Mr.  Lance's employment without cause, the employmnet
agreement  provides  for  the  following:

     (a)  the  Bank  will  pay  him a lump-sum cash payment equal to the present
          value  of the sum of his salary, bonus, any long-term incentive award,
          and  club  dues  for  the  remaining  term  of  the  Agreement;  and

     (b)  any  unvested  options  held  by  him  will  vest;  and

     (c)  the Bank will transfer to him title to his Bank car and will cover any
          taxes  payable  as  a  result  of  the  transfer.


OPTION  GRANTS  IN  FISCAL  YEAR  2000

     The  following table presents the options granted by the Company during the
fiscal  year  2000  to  its  executive  officers.

<TABLE>
<CAPTION>
---------------------  -------------  --------------------  -----------------  ----------------
                         Number of      Percent of Total
                        Securities       Options/ SARs
                        Underlying         Granted to
                       Options/SARs   Employees In Fiscal   Exercise Or Base
       Name             Granted (#)           Year            Price ($/Sh)     Expiration Date
       (a)                  (b)               (c)                  (d)               (e)
---------------------  -------------  --------------------  -----------------  ----------------
<S>                    <C>            <C>                   <C>                <C>
David J. Lance                40,000                 54.4%              12.00  March 31, 2010
---------------------  -------------  --------------------  -----------------  ----------------
Rhonda C. Massengill          10,000                 13.6%              12.00  March 31, 2010
---------------------  -------------  --------------------  -----------------  ----------------
</TABLE>

OPTIONS  EXERCISED  IN  FISCAL  YEAR  2000

     No  options  were  exercised by our executive officers in fiscal year 2000.


                                       36
<PAGE>
COMPENSATION  OF  DIRECTORS

     The  Company  and the Bank do not separately compensate their directors for
their  service  as  directors,  nor  will  their  directors  receive  directors
compensation  until the Company and the Bank have recovered all of their losses.
Thereafter,  the  Company and the Bank will adopt director compensation policies
that  conform  to  applicable  law.

ITEM  11.     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth the number of shares of the Company's common
stock  beneficially owned as of March 15, 2000 by (a) each executive officer and
director  of  the Company, (b) all executive officers and directors, as a group,
and (c) the shareholders owning more than 5% of the Company's outstanding common
stock.  The  information  shown below is based upon information furnished to the
Company  by  the  named persons.  Unless otherwise indicated, each person is the
record owner and has sole voting and investment power with respect to his or her
shares.  The  Company is unaware of any other shareholder owning more than 5% of
the  Company's  outstanding  common  stock.

     Information  relating  to beneficial ownership of the Company is based upon
"beneficial  ownership"  concepts  set  forth in the rules promulgated under the
Securities  Exchange  Act.  Under  these  rules  a  person  is  deemed  to  be a
"beneficial  owner"  of  a security if that person has or shares "voting power,"
which  includes  the  power  to  vote  or to direct the voting of a security, or
"investment  power,"  which  includes  the  power  to  dispose  or to direct the
disposition  of a security.  Under the rules, more than one person may be deemed
to  be a beneficial owner of the same securities.  A person is also deemed to be
a  beneficial  owner  of  any  security as to which that person has the right to
acquire  beneficial  ownership  within  sixty  (60)  days  from the record date.

<TABLE>
<CAPTION>
                                                     PERCENT
NAME AND ADDRESS                  NUMBER OF SHARES  OF CLASS
--------------------------------  ----------------  --------
<S>                               <C>               <C>
(a)  DIRECTORS
David J. Lance
350 West Belmont Avenue
Calhoun, Georgia  30701                    120,675      13.2

Thomas M. Kinnamon
604 Sheridan Avenue
Dalton, Georgia  30721                     142,025      15.7

Rhonda C. Massengill                         2,500         *

(b)  ALL DIRECTORS AND EXECUTIVE
      OFFICERS, AS A GROUP                 265,200      29.0

(c)  ADDITIONAL 5% SHAREHOLDER

Ernest M. Acree, Jr.                        75,000       8.3
</TABLE>

_________________________
+    Mr.  Lance, Mr. Kinnamon and Ms. Massengill are the only executive officers
     of  the  Company.

*    Represents  less  than  1%.


                                       37
<PAGE>
ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     The  Company  and  the Bank have banking and other business transactions in
the  ordinary  course of business with directors and officers of the Company and
the  Bank,  including members of their families or corporations, partnerships or
other  organizations  in  which  such  directors and officers have a controlling
interest.  These  transactions  are  on  substantially the same terms (including
price,  or  interest  rate  and  collateral) as those prevailing at the time for
comparable  transactions with unrelated parties, and any banking transactions do
not  involve  more  than  the  normal  risk  of  collectibility or present other
unfavorable  features  to  the  Company  and  the Bank, and are on terms no less
favorable  than  could  be  obtained  from  an  unaffiliated third party and are
approved  by  a  majority  of  the  directors,  including  a  majority  of  the
disinterested  directors.


                                       38
<PAGE>
ITEM  13.     EXHIBITS,  LISTS  AND  REPORTS  ON  FORM  10-KSB

(a)     Exhibits

<TABLE>
<CAPTION>

Exhibit
Number   Exhibit
-------  ---------------------------------------------------------------------------------------
<C>      <S>

3.1      Articles of Incorporation.(1)

3.2      Bylaws.(1)

4.1      Instruments Defining the Rights of Security Holders.  See Articles of Incorporation at
         Exhibit 3.1 hereto and Bylaws at Exhibit 3.2 hereto.

10.1     Agreement and Plan of Share Exchange, dated as of March 3, 2000, between North
         Georgia National Bank and North Georgia Community Financial Partners, Inc. (2)

10.2*    Employment Agreement, dated as of September 22, 1999, between North Georgia
         National, N.A. and David J. Lance.

10.3*    Addendum to Employment Agreement, dated November 16, 1999, between North
         Georgia National Bank and David J. Lance.

10.4*    Stock Purchase Agreement, dated September 22, 1999, between North Georgia
         National Bank and David J. Lance.

10.5*    North Georgia Community Financial Partners, Inc. 2000 Stock Incentive Plan; form of
         Incentive Stock Award; form of Non-Qualified Stock Option Award.

13.1     North Georgia Community Financial Partners, Inc. and Subsidiary Consolidated
         Financial Report, December 31, 2000.

22.1     Subsidiaries of North Georgia Community.(1)

24.1     Power of Attorney (appears on signature pages to this Annual Report on
         Form 10-KSB).

99.1     2001 Proxy Statement sent to securities holders of North Georgia Community.

99.2     2000 Annual Report sent to securities holders of North Georgia Community.  See
         "Part II-Item 7.  Financial Statements" and Exhibit 13.1.
<FN>
_________________________
*    Compensatory  plan  or  arrangement.

(1)  Incorporated herein by reference to exhibit of same number to the Company's
     Registration  Statement  on  Form S-4, Registration No. 333-34908, declared
     effective  by  the  SEC  on  June  9,  2000.

(2)  Incorporated  herein  by  reference  to  exhibit  2.1  to  the  Company's
     Registration  Statement  on  Form S-4, Registration No. 333-34908, declared
     effective  by  the  SEC  on  June  9,  2000.
</TABLE>


                                       39
<PAGE>
(b)     Reports  on  Form  8-K  filed  in  the  fourth  quarter  of 2000:  None.


SUPPLEMENTAL  INFORMATION  TO  BE  FURNISHED  WITH  REPORTS  FILED
PURSUANT  TO  SECTION  15(D)  OF  THE  EXCHANGE  ACT  BY  NON-REPORTING ISSUERS.

     The  Company's  proxy  statement  for its annual meeting of shareholders is
included  in  this  Annual Report on Form 10-KSB as exhibit 99.1.  The Company's
2000  annual  report  to  its  shareholders consists of its financial statements
which  are  included in this Annual Report on Form 10-KSB.  See "Part II-Item 7.
Financial  Statements"  and  Exhibit  13.1.


                                       40
<PAGE>
                                   SIGNATURES

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


                                        NORTH  GEORGIA  COMMUNITY
                                        FINANCIAL  PARTNERS,  INC.




                                        By:  /s/ David  J. Lance
                                           ---------------------
                                           David  J.  Lance
                                           President  and  Chief
                                           Executive  Officer


                                        Date:  March 29, 2001


     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
Report  has  been  signed  below  by  the  following  persons  on  behalf of the
Registrant  and  in  the  capacities  and  on  the  dates  indicated.

<TABLE>
<CAPTION>
     Signature            Title                                             Date
------------------------  --------------------------------------------  --------------
<S>                       <C>                                           <C>
/s/ David J. Lance        President and Chief Executive Officer,        March 29, 2001
------------------------  Director (principal executive officer)
David J. Lance


/s/ Thomas M. Kinnamon    Secretary, Director                           March 29, 2001
------------------------
Thomas M. Kinnamon

/s/ Rhonda C. Massengill  Chief Financial Officer                       March 29, 2001
------------------------  (principal financial and accounting officer)
Rhonda C. Massengill
</TABLE>


                                       41
<PAGE>
<TABLE>
<CAPTION>
                                      EXHIBIT INDEX
                                      -------------


                                                                          Page Number in
Exhibit                                                                    Sequentially
Number   Exhibit                                                          Numbered Copy
-------  ---------------------------------------------------------------  --------------
<C>      <S>                                                              <C>
3.1      Articles of Incorporation.(1)

3.2      Bylaws.(1)

4.1      Instruments Defining the Rights of Security Holders.  See
         Articles of Incorporation at Exhibit 3.1 hereto and Bylaws at
         Exhibit 3.2 hereto.

10.1     Agreement and Plan of Share Exchange, dated as of March 3,
         2000, between North Georgia National Bank and North
         Georgia Community Financial Partners, Inc. (2)

10.2*    Employment Agreement, dated as of September 22, 1999,
         between North Georgia National, N.A. and David J. Lance.

10.3*    Addendum to Employment Agreement, dated November 16,
         1999, between North Georgia National Bank and David J.
         Lance.

10.4*    Stock Purchase Agreement, dated September 22, 1999, between
         North Georgia National Bank and David J. Lance.

10.5*    North Georgia Community Financial Partners, Inc. 2000 Stock
         Incentive Plan; form of Incentive Stock Award; form of Non-
         Qualified Stock Option Award.


13.1     North Georgia Community Financial Partners, Inc. and
         Subsidiary Consolidated Financial Report, December 31, 2000.

22.1     Subsidiaries of North Georgia Community(1).

24.1     Power of Attorney (appears on signature pages to this Annual
         Report on Form 10-KSB).

99.1     2001 Proxy Statement sent to securities holders of North
         Georgia Community.

99.2     2000 Annual Report sent to securities holders of North Georgia
         Community.  See "Part II-Item 7.  Financial Statements" and
         Exhibit 13.1.
<FN>
_________________________
*    Compensatory  plan  or  arrangement.

(1)  Incorporated herein by reference to exhibit of same number to the Company's
     Registration  Statement  on  Form S-4, Registration No. 333-34908, declared
     effective  by  the  SEC  on  June  9,  2000.

(2)  Incorporated  herein  by  reference  to  exhibit  2.1  to  the  Company's
     Registration  Statement  on  Form S-4, Registration No. 333-34908, declared
     effective  by  the  SEC  on  June  9,  2000.
</TABLE>


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