EXHIBIT 13.1






                             NORTH GEORGIA COMMUNITY
                            FINANCIAL PARTNERS, INC.
                                 AND SUBSIDIARY

                          CONSOLIDATED FINANCIAL REPORT

                                DECEMBER 31, 2000





<PAGE>
                NORTH GEORGIA COMMUNITY FINANCIAL PARTNERS, INC.
                                 AND SUBSIDIARY

                          CONSOLIDATED FINANCIAL REPORT
                                DECEMBER 31, 2000

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


                                                                            PAGE
                                                                            ----

INDEPENDENT  AUDITOR'S  REPORT . . . . . . . . . . . . . . . . . . . . . .     1

FINANCIAL  STATEMENTS

     CONSOLIDATED  BALANCE  SHEETS . . . . . . . . . . . . . . . . . . . .     2
     CONSOLIDATED  STATEMENTS  OF  OPERATIONS. . . . . . . . . . . . . . .     3
     CONSOLIDATED  STATEMENTS  OF  COMPREHENSIVE  LOSS . . . . . . . . . .     4
     CONSOLIDATED  STATEMENTS  OF  STOCKHOLDERS'  EQUITY  (DEFICIT). . . .     5
     CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS . . . . . . . . . . . . . .     6
     NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS. . . . . . . . . . . .  7-21


<PAGE>



                          INDEPENDENT AUDITOR'S REPORT


TO  THE  BOARD  OF  DIRECTORS
NORTH GEORGIA COMMUNITY FINANCIAL PARTNERS, INC. AND SUBSIDIARY
CALHOUN,  GEORGIA


          We  have audited the accompanying consolidated balance sheets of NORTH
GEORGIA  COMMUNITY  FINANCIAL  PARTNERS,  INC. AND SUBSIDIARY as of December 31,
2000  and  1999,  and  the  related  consolidated  statements  of  operations,
comprehensive loss, stockholders' equity (deficit), and cash flows for the years
then  ended.  These financial statements are the responsibility of the Company's
management.  Our  responsibility  is  to  express  an opinion on these financial
statements  based  on  our  audits.

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

          In  our  opinion,  the  consolidated  financial statements referred to
above  present fairly, in all material respects, the financial position of North
Georgia  Community  Financial  Partners,  Inc. and subsidiary as of December 31,
2000  and 1999, and the results of their operations and their cash flows for the
years  then  ended, in conformity with generally accepted accounting principles.

                                        /s/  MAULDIN  &  JENKINS,  LLC





Atlanta,  Georgia
January  5,  2001


<PAGE>
<TABLE>
<CAPTION>
                       NORTH GEORGIA COMMUNITY FINANCIAL PARTNERS, INC.
                                        AND SUBSIDIARY
                                  CONSOLIDATED BALANCE SHEETS
                                  DECEMBER 31, 2000 AND 1999


                           ASSETS                                      2000          1999
                           ------                                  ------------  ------------
<S>                                                                <C>           <C>
Cash and due from banks                                            $ 1,687,513   $ 1,541,141
Interest-bearing deposits in banks                                       3,852             -
Federal funds sold                                                   4,715,000     1,315,000
Securities available-for-sale                                        6,044,960     2,427,745

Loans                                                               31,997,523    16,843,563
Less allowance for loan losses                                         424,140       200,000
                                                                   ------------  ------------
          Loans, net                                                31,573,383    16,643,563

Premises and equipment                                               2,124,742     2,198,942
Other assets                                                           446,396       173,207
                                                                   ------------  ------------
          TOTAL ASSETS                                             $46,595,846   $24,299,598
                                                                   ============  ============

           LIABILITIES AND STOCKHOLDERS' EQUITY
           ------------------------------------

Deposits
    Noninterest-bearing                                            $ 6,427,243   $ 1,141,385
    Interest-bearing                                                32,221,747    15,773,644
                                                                   ------------  ------------
         Total deposits                                             38,648,990    16,915,029

    Federal funds purchased                                            663,306             -
    Other liabilities                                                  172,295       116,102
                                                                   ------------  ------------
         TOTAL LIABILITIES                                          39,484,591    17,031,131
                                                                   ------------  ------------

Commitments and contingencies

Stockholders' equity
    Preferred stock, no par value; 2,000,000 shares authorized;
        none issued and outstanding                                          -             -
    Common stock, no par value; 10,000,000 shares authorized;
        904,167 and 870,300 issued and outstanding, respectively     9,321,401     8,953,158
    Accumulated deficit                                             (2,255,122)   (1,613,087)
    Accumulated other comprehensive income (loss)                       44,976       (71,604)
                                                                   ------------  ------------
          TOTAL STOCKHOLDERS' EQUITY                                 7,111,255     7,268,467
                                                                   ------------  ------------
          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY               $46,595,846   $24,299,598
                                                                   ============  ============
</TABLE>

SEE  NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS.


                                        2
<PAGE>
<TABLE>
<CAPTION>
                    NORTH GEORGIA COMMUNITY FINANCIAL PARTNERS, INC.
                                     AND SUBSIDIARY
                          CONSOLIDATED STATEMENTS OF OPERATIONS
                         YEARS ENDED DECEMBER 31, 2000 AND 1999


                                                                  2000          1999
                                                              ------------  -----------
<S>                                                            <C>          <C>
INTEREST INCOME
    Loans                                                      $2,363,383   $   532,751
    Taxable securities                                            298,853       190,498
    Federal funds sold                                             80,281        68,091
                                                              ------------  ------------
          TOTAL INTEREST INCOME                                 2,742,517       791,340
                                                              ------------  ------------

INTEREST EXPENSE
    Deposits                                                    1,280,039       266,446
    Federal funds purchased                                        36,169        25,416
                                                               -----------  ------------
          TOTAL INTEREST EXPENSE                                1,316,208       291,862
                                                               -----------  ------------

          NET INTEREST INCOME                                   1,426,309       499,478
PROVISION FOR LOAN LOSSES                                         325,000       201,050
                                                               -----------  ------------
          NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES   1,101,309       298,428
                                                              ------------  ------------

OTHER INCOME
    Service charges on deposit accounts                           168,228        80,088
    Loss on sales of securities available-for-sale                (26,573)            -
    Other operating income                                         52,838       102,805
                                                              ------------  ------------
          TOTAL OTHER INCOME                                      194,493       182,893
                                                              ------------  ------------

OTHER EXPENSES
    Salaries and employee benefits                                953,090       867,770
    Equipment and occupancy expenses                              250,976       178,605
    Other operating expenses                                      733,771       599,195
                                                              ------------  ------------
          TOTAL OTHER EXPENSES                                  1,937,837     1,645,570
                                                              ------------  ------------

          LOSS BEFORE INCOME TAXES                               (642,035)   (1,164,249)

INCOME TAX EXPENSE                                                      -             -
                                                              ------------  ------------

                    NET LOSS                                   $ (642,035)  $(1,164,249)
                                                              ============  ============

BASIC AND DILUTED LOSSES PER SHARE                             $    (0.71)  $     (1.66)
                                                              ============  ============
</TABLE>

SEE  NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS.


                                        3
<PAGE>
<TABLE>
<CAPTION>
                   NORTH GEORGIA COMMUNITY FINANCIAL PARTNERS, INC.
                                    AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
                        YEARS ENDED DECEMBER 31, 2000 AND 1999


                                                                 2000         1999
                                                              ----------  ------------
<S>                                                           <C>         <C>
NET LOSS                                                      $(642,035)  $(1,164,249)
                                                              ----------  ------------

OTHER COMPREHENSIVE INCOME (LOSS):

UNREALIZED GAINS (LOSSES) ON SECURITIES AVAILABLE-FOR-SALE:

        Net unrealized holding gains (losses) on securities
            available-for-sale arising during period             90,007       (71,604)

        Reclassifications adjustment for losses realized
            in net loss                                          26,573             -
                                                              ----------  ------------
OTHER COMPREHENSIVE INCOME (LOSS)                               116,580       (71,604)
                                                              ----------  ------------

COMPREHENSIVE LOSS                                            $(525,455)  $(1,235,853)
                                                              ==========  ============
</TABLE>

SEE  NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS.


                                        4
<PAGE>
<TABLE>
<CAPTION>
                            NORTH GEORGIA COMMUNITY FINANCIAL PARTNERS, INC
                                            AND SUBSIDIARY
                       CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                                YEARS ENDED DECEMBER 31, 2000 AND 1999


                                                                     ACCUMULATED
                                   COMMON STOCK                         OTHER            TOTAL
                                           AMOUNT     ACCUMULATED   COMPREHENSIVE     STOCKHOLDERS'
                                SHARES     PAID-IN      DEFICIT     INCOME (LOSS)   EQUITY  (DEFICIT)
                                -------  -----------  ------------  --------------  ------------------
<S>                             <C>      <C>          <C>           <C>             <C>
BALANCE, DECEMBER 31, 1998            -  $        -   $  (448,838)  $           -   $        (448,838)
    Net loss                          -           -    (1,164,249)              -          (1,164,249)
    Issuance of common stock    870,300   9,002,600             -               -           9,002,600
    Stock issue costs                 -     (49,442)            -               -             (49,442)
    Other comprehensive loss          -           -             -         (71,604)            (71,604)
                                -------  -----------  ------------  --------------  ------------------
BALANCE, DECEMBER 31, 1999      870,300   8,953,158    (1,613,087)        (71,604)          7,268,467
    Net loss                          -           -      (642,035)              -            (642,035)
    Issuance of common stock     33,867     376,504             -               -             376,504
    Stock issue costs                 -      (8,261)            -               -              (8,261)
    Other comprehensive income        -           -             -         116,580             116,580
                                -------  -----------  ------------  --------------  ------------------
BALANCE, DECEMBER 31, 2000      904,167  $9,321,401   $(2,255,122)  $      44,976   $       7,111,255
                                =======  ===========  ============  ==============  ==================
</TABLE>

SEE  NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS.


                                        5
<PAGE>
<TABLE>
<CAPTION>
                          NORTH GEORGIA COMMUNITY FINANCIAL PARTNERS, INC.
                                           AND SUBSIDIARY
                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                               YEARS ENDED DECEMBER 31, 2000 AND 1999


                                                                            2000           1999
                                                                        -------------  -------------
<S>                                                                     <C>            <C>
OPERATING ACTIVITIES
    Net loss                                                            $   (642,035)  $ (1,164,249)
    Adjustments to reconcile net loss to net cash
        used in operating activities:
          Depreciation                                                       162,140        122,498
          Provision for loan losses                                          325,000        201,050
          Loss on sales of securities available-for-sale                      26,573              -
          Loss on sale of other real estate owned                              2,000              -
          Increase in interest receivable                                   (229,381)      (123,764)
          Increase in interest payable                                        52,335         42,363
          Other operating activities                                         (41,614)       (61,966)
                                                                        -------------  -------------
              Net cash used in operating activities                         (344,982)      (984,068)
                                                                        -------------  -------------

INVESTING ACTIVITIES
    Net increase in interest-bearing deposits in banks                        (3,852)             -
    Purchases of securities available-for-sale                            (5,246,950)    (2,499,349)
    Proceeds from maturities of securities available-for-sale              1,000,000              -
    Proceeds from sales of securities available-for-sale                     721,406              -
    Net increase in Federal funds sold                                    (3,400,000)    (1,315,000)
    Net increase in loans                                                (15,256,820)   (16,844,613)
    Purchase of premises and equipment                                       (87,940)      (602,823)
                                                                        -------------  -------------
            Net cash used in investing activities                        (22,274,156)   (21,261,785)
                                                                        -------------  -------------
FINANCING ACTIVITIES
    Net increase in deposits                                              21,733,961     16,915,029
    Net increase in Federal funds purchased                                  663,306              -
    Repayment of notes payable                                                     -     (2,125,704)
    Net proceeds from sale of common stock                                   368,243      2,934,374
                                                                        -------------  -------------
            Net cash provided by financing activities                     22,765,510     17,723,699
                                                                        -------------  -------------
Net increase (decrease) in cash and due from banks                           146,372     (4,522,154)

Cash and due from banks at beginning  of year                              1,541,141      6,063,295
                                                                        -------------  -------------
Cash and due from banks at end of year                                  $  1,687,513   $  1,541,141
                                                                        =============  =============
SUPPLEMENTAL DISCLOSURE
    Cash paid for interest                                              $  1,263,873   $    249,499

NONCASH TRANSACTIONS
    Principal balances of loans transferred to other real estate owned  $     54,000   $          -

    Financed sales of other real estate owned                           $     52,000   $          -

    Transfer of subscribers' deposits to common stock                   $          -   $  6,061,784
</TABLE>

SEE  NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS.


                                        6
<PAGE>
                NORTH GEORGIA COMMUNITY FINANCIAL PARTNERS, INC.
                                 AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE  1.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

          NATURE  OF  BUSINESS

               North  Georgia Community Financial Partners, Inc. (the "Company")
               is  a  bank  holding  company  whose business is conducted by its
               wholly-owned  subsidiary,  North  Georgia  National  Bank  (the
               "Bank"). The Bank is a commercial bank located in Calhoun, Gordon
               County,  Georgia.  The  Bank  provides  a  full  range of banking
               services  in  its  primary  market  area  of  Gordon  County  and
               surrounding  counties.  The  Company  commenced  its  banking
               operations  on  February  10,  1999.


          BASIS  OF  PRESENTATION

               The consolidated financial statements include the accounts of the
               Company and its subsidiary. Significant intercompany transactions
               and  accounts  are  eliminated  in  consolidation.

               The  preparation  of  financial  statements  in  conformity  with
               generally  accepted  accounting principles requires management to
               make  estimates  and assumptions that affect the reported amounts
               of  assets  and  liabilities as of the balance sheet date and the
               reported  amounts  of  revenues and expenses during the reporting
               period.  Actual  results  could  differ  from  those  estimates.
               Material  estimates  that  are  particularly  susceptible  to
               significant  change  in the near term relate to the determination
               of  the  allowance  for  loan losses, the valuation of foreclosed
               real  estate,  and  deferred  taxes.

          CASH,  DUE  FROM  BANKS  AND  CASH  FLOWS

               For  purposes  of  reporting  cash flows, cash and due from banks
               includes  cash  on  hand, cash items in process of collection and
               amounts  due  from banks. Cash flows from loans, interest-bearing
               deposits  in  banks,  federal  funds  sold, deposits, and federal
               funds  purchased  are  reported  net.

               The Company maintains amounts due from banks which, at times, may
               exceed  federally insured limits. The Company has not experienced
               any  losses  in  such  accounts.

          SECURITIES

               Debt  securities  that  management  has  the  positive intent and
               ability  to  hold  to maturity are classified as held-to-maturity
               and  recorded  at  amortized  cost.  Securities not classified as
               held-to-maturity,  including  equity  securities  with  readily
               determinable  fair  values,  are classified as available-for-sale
               and  recorded  at  fair  value  with  unrealized gains and losses
               excluded  from  earnings  and  reported  in  other  comprehensive
               income.  Equity securities, including restricted stock, without a
               readily  determinable  fair  value  are  classified  as
               available-for-sale  and  recorded  at  cost.

               Interest and dividends, amortization of premiums and accretion of
               discounts  are recognized in interest income. Gains and losses on
               the  sale  of  securities  are  determined  using  the  specific
               identification  method.  Declines  in  the  fair  value  of
               held-to-maturity  and  available-for-sale  securities below their
               cost  that are deemed to be other than temporary are reflected in
               earnings  as  realized  losses.


                                        7
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE  1.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

          LOANS

               Loans are reported at their outstanding unpaid principal balances
               less  the  allowance  for loan losses. Interest income is accrued
               based  on  the  unpaid  balance.


               Loan  origination  fess  and  certain  direct  costs of loans are
               recognized  at  the  time  the loan is recorded. Because net loan
               origination  fees  and  costs  are  not  material, the results of
               operations  are  not  materially different than the results which
               would  be  obtained  by  accounting  for  loan  fees and costs in
               accordance  with  generally  accepted  accounting  principles.

               The  accrual  of  interest  on  loans  is  discontinued  when, in
               management's opinion, the borrower may be unable to meet payments
               as they become due, unless the loan is well-secured. All interest
               accrued but not collected for loans that are placed on nonaccrual
               or  charged  off  is  reversed  against interest income. Interest
               income on nonaccrual loans is subsequently recognized only to the
               extent  cash payments are received, until the loan is returned to
               accrual  status.

               The  allowance for loan losses is established through a provision
               for loan losses charged to expense. Loans are charged against the
               allowance  when  management  believes  the  collectibility of the
               principal  is unlikely. Subsequent recoveries are credited to the
               allowance.

               The  allowance  is  an  amount  that  management believes will be
               adequate  to  absorb  estimated losses in the loan portfolio. The
               allowance  for  loan  losses  is  evaluated on a regular basis by
               management  and is based upon management's periodic review of the
               collectibility  of  the  loans in light of historical experience,
               the  nature  and volume of the loan portfolio, adverse situations
               that  may affect the borrower's ability to repay, estimated value
               of  any underlying collateral and prevailing economic conditions.
               This evaluation is inherently subjective as it requires estimates
               that  are susceptible to significant revision as more information
               becomes  available.  In  addition,  regulatory  agencies,  as  an
               integral  part  of their examination process, periodically review
               the  Company's  allowance  for  loan  losses, and may require the
               Company  to  make  additions  to  the  allowance  based  on their
               judgment about information available to them at the time of their
               examinations.

               A  loan  is  considered  impaired when it is probable the Company
               will be unable to collect all principal and interest payments due
               in  accordance  with the contractual terms of the loan agreement.
               Impaired  loans  are  measured  based  on  the  present  value of
               expected  future  cash  flows  discounted at the loan's effective
               interest  rate,  the  loan's observable market price, or the fair
               value  of the collateral if the loan is collateral dependent. The
               amount  of  impairment,  if  any,  and any subsequent changes are
               included  in  the  allowance  for  loan  losses.

          PREMISES  AND  EQUIPMENT

               Land  is  carried  at cost. Premises and equipment are carried at
               cost  less  accumulated  depreciation.  Depreciation  is computed
               principally by the straight-line method over the estimated useful
               lives  of  the  assets.


                                        8
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE  1.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

          OTHER  REAL  ESTATE  OWNED

               Other  real  estate  owned represents properties acquired through
               foreclosure.  Other  real  estate  owned  is held for sale and is
               carried  at  the lower of cost or fair value less estimated costs
               of disposal. Any write-down to fair value at the time of transfer
               to  other  real estate owned is charged to the allowance for loan
               losses.  Revenue  and expenses from operations and changes in the
               valuation  allowance are included in net expenses from foreclosed
               assets.  The  Company  had no other real estate owned at December
               31,  2000  or  1999.

          TRANSFERS  OF  FINANCIAL  ASSETS

               Transfers  of  financial  assets are accounted for as sales, when
               control  over  the  assets  has  been  surrendered.  Control over
               transferred  assets  is  deemed  to  be  surrendered when (1) the
               assets  have  been  isolated from the Company, (2) the transferee
               obtains  the  right  (free  of  conditions that constrain it from
               taking  advantage  of  that  right)  to  pledge  or  exchange the
               transferred  assets,  and  (3)  the  Company  does  not  maintain
               effective  control  over  the  transferred  assets  through  an
               agreement  to  repurchase  them  before  their  maturity.

          INCOME  TAXES

               Deferred  income  tax assets and liabilities are determined using
               the balance sheet method. Under this method, the net deferred tax
               asset  or liability is determined based on the tax effects of the
               temporary  differences  between  the  book  and  tax bases of the
               various  balance  sheet  assets and liabilities and gives current
               recognition  to  changes  in  tax  rates  and  laws.

          STOCK  COMPENSATION  PLANS

               Statement  of  Financial  Accounting  Standards ("SFAS") No. 123,
               Accounting  for Stock-Based Compensation, encourages all entities
               to  adopt  a  fair  value based method of accounting for employee
               stock  compensation  plans, whereby compensation cost is measured
               at  the  grant  date  based  on  the  value  of  the award and is
               recognized  over the service period, which is usually the vesting
               period.  However, it also allows an entity to continue to measure
               compensation cost for those plans using the intrinsic value based
               method  of  accounting  prescribed by Accounting Principles Board
               Opinion No. 25, Accounting for Stock Issued to Employees, whereby
               compensation  cost  is  the  excess, if any, of the quoted market
               price  of the stock at the grant date (or other measurement date)
               over  the amount an employee must pay to acquire the stock. Stock
               options  issued  under  the  Company's  stock option plan have no
               intrinsic  value  at  the grant date, and under Opinion No. 25 no
               compensation cost is recognized for them. The Company has elected
               to  continue  with  the  accounting methodology in Opinion No. 25
               and,  as  a  result,  has  provided  pro forma disclosures of net
               income  and  earnings  per share and other disclosures, as if the
               fair  value  based  method  of  accounting  had  been  applied.

          LOSSES  PER  SHARE

               Basic  losses  per share are computed by dividing net loss by the
               weighted  average  number  of shares of common stock outstanding.
               Diluted losses per share are computed by dividing net loss by the
               sum  of  the  weighted-average  number  of shares of common stock
               outstanding  and potential common shares. Potential common shares
               consist  of  stock  options.


                                        9
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE  1.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

          COMPREHENSIVE  INCOME

               Accounting  principles generally require that recognized revenue,
               expenses,  gains  and  losses be included in net income. Although
               certain  changes  in  assets  and liabilities, such as unrealized
               gains  and  losses on available-for-sale securities, are reported
               as  a  separate  component  of  the equity section of the balance
               sheet,  such  items,  along  with  net  income, are components of
               comprehensive  income.

          RECENT  DEVELOPMENTS

               In  June  1998,  the  Financial Accounting Standards Board issued
               SFAS  No.  133, Accounting for Derivative Instruments and Hedging
               Activities,  effective  for fiscal years beginning after June 15,
               2000.  This  Statement  establishes  accounting  and  reporting
               standards  for  derivative  instruments  and  hedging activities,
               including  certain  derivative  instruments  embedded  in  other
               contracts,  and requires that an entity recognize all derivatives
               as assets or liabilities in the balance sheet and measure them at
               fair value. If certain conditions are met, an entity may elect to
               designate a derivative as follows: (a) a hedge of the exposure to
               changes  in  the fair value of a recognized asset or liability or
               an  unrecognized  firm commitment, (b) a hedge of the exposure to
               variable  cash  flows of a forecasted transaction, or (c) a hedge
               of  the  foreign  currency  exposure  of  an  unrecognized  firm
               commitment,  an  available-for-sale  security, a foreign currency
               denominated  forecasted  transaction,  or  a  net investment in a
               foreign  corporation.  The  Statement  generally  provides  for
               matching  the  timing  of  the recognition of the gain or loss on
               derivatives  designated  as  hedging  instruments  with  the
               recognition  of  the  changes in the fair value of the item being
               hedged.  Depending on the type of hedge, such recognition will be
               in  either  net  income  or  other  comprehensive  income.  For a
               derivative  not  designated  as  a hedging instrument, changes in
               fair  value  will  be  recognized  in net income in the period of
               change. Management is currently evaluating the impact of adopting
               this  Statement  on  the  financial  statements,  but  does  not
               anticipate  that  it  will  have  a  material  impact.

NOTE  2.  SECURITIES

          The  amortized  cost  and  fair  value of securities are summarized as
          follows:

<TABLE>
<CAPTION>
                                               GROSS        GROSS
                                AMORTIZED   UNREALIZED    UNREALIZED      FAIR
                                   COST        GAINS        LOSSES       VALUE
                                ----------  -----------  ------------  ----------
<S>                             <C>         <C>          <C>           <C>
SECURITIES AVAILABLE-FOR-SALE
  DECEMBER 31, 2000:
  U. S. GOVERNMENT AND
    AGENCY SECURITIES           $5,734,534  $    52,212  $    (7,236)  $5,779,510
  RESTRICTED EQUITY SECURITIES     265,450            -            -      265,450
                                ----------  -----------  ------------  ----------
                                $5,999,984  $    52,212  $    (7,236)  $6,044,960
                                ==========  ===========  ============  ==========

December 31, 1999:
U. S. Government and
    agency securities           $2,245,849  $         -  $   (71,604)  $2,174,245
Restricted equity securities       253,500            -            -      253,500
                                ----------  -----------  ------------  ----------
                                $2,499,349  $         -  $   (71,604)  $2,427,745
                                ==========  ===========  ============  ==========
</TABLE>


                                       10
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE  2.  SECURITIES  (CONTINUED)

          Securities  with  a  carrying  value  of  $5,279,000  and  $715,000 at
          December  31,  2000  and  1999,  respectively,  were pledged to secure
          public  deposits  and for other purposes required or permitted by law.
          Gross  losses  of $26,573 were realized on sales of securities for the
          year  ended  December  31,  2000.

          The  amortized  cost  and fair value of debt securities as of December
          31,  2000  by  contractual  maturity  are  shown  below.

                                   SECURITIES  AVAILABLE-FOR-SALE
                                   -----------------------------
                                        AMORTIZED      FAIR
                                           COST       VALUE
                                        ----------  ----------
            Due within one year         $  499,397  $  497,815
            Due from one to five years   3,498,702   3,518,095
            Due from five to ten years   1,736,435   1,763,600
                                        ----------  ----------
                                        $5,734,534  $5,779,510
                                        ==========  ==========

NOTE  3.  LOANS

          The  composition  of  loans  is  summarized  as  follows:

                                                    DECEMBER 31,
                                            --------------------------
                                                2000          1999
                                            ------------  ------------
            Commercial                      $10,933,000   $ 7,931,267
            Real estate - construction        1,233,000       253,411
            Real estate - mortgage           15,135,000     5,521,578
            Consumer, instalment and other    4,696,523     3,137,307
                                            ------------  ------------
                                             31,997,523    16,843,563
            Allowance for loan losses          (424,140)     (200,000)
                                            ------------  ------------
            Loans, net                      $31,573,383   $16,643,563
                                            ============  ============

          Changes  in  the  allowance  for  loan  losses  are  as  follows:

                                                        YEARS ENDED DECEMBER 31,
                                                         ---------------------
                                                            2000       1999
                                                         ----------  ---------
          Balance, beginning of year                     $ 200,000   $      -
             Provision for loan losses                     325,000    201,050
             Loans charged off                            (104,222)    (1,050)
             Recoveries of loans previously charged off      3,362          -
                                                         ----------  ---------
          Balance, end of year                           $ 424,140   $200,000
                                                         ==========  =========


                                       11
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE  3.  LOANS  (CONTINUED)

          Management  has  identified  no  material amounts of impaired loans as
          defined  by  SFAS No. 114, Accounting by Creditors for Impairment of a
          Loan,  as  of  December  31,  2000  and  1999.  The  average  recorded
          investment  in impaired loans for 2000 and 1999 was $30,060 and $ - -,
          respectively.  Interest  income  recognized on impaired loans for cash
          payments  received  was  not material for the years ended December 31,
          2000  and  1999.

          In  the  ordinary course of business, the Company has granted loans to
          certain  related parties, including directors, executive officers, and
          their affiliates. The interest rates on these loans were substantially
          the  same  as  rates  prevailing  at  the  time of the transaction and
          repayment terms are customary for the type of loan. Changes in related
          party  loans  for  the  year  ended  December 31, 2000 are as follows:

            Balance, beginning of year  $  457,274
              Advances                     862,058
              Repayments                  (173,504)
                                        -----------
            Balance, end of year        $1,145,828
                                        ===========

NOTE  4.  PREMISES  AND  EQUIPMENT

          Premises  and  equipment  are  summarized  as  follows:

                                                   DECEMBER 31,
                                            ------------------------
                                               2000         1999
                                            -----------  -----------
            Land                            $  500,000   $  500,000
            Building and land improvements     999,713      989,265
            Equipment                          909,667      832,175
                                            -----------  -----------
                                             2,409,380    2,321,440
            Accumulated depreciation          (284,638)    (122,498)
                                            -----------  -----------
                                            $2,124,742   $2,198,942
                                            ===========  ===========


NOTE  5.  DEPOSITS

          The  aggregate amount of time deposits in denominations of $100,000 or
          more  at  December  31,  2000  and 1999 was $4,761,477 and $3,432,715,
          respectively.  The  scheduled  maturities of time deposits at December
          31,  2000  are  as  follows:

            2001         $10,520,459
            2002             780,279
            2003              82,836
                         -----------
                          11,383,574
                         ===========


                                       12
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE  6.  EMPLOYEE  BENEFIT  PLANS

          The  Company  has  a  savings  incentive  retirement plan covering all
          employees.  Contributions  to  the plan charged to expense during 2000
          and  1999  amounted  to  $4,200  and  $4,114,  respectively.

          The  Company has an incentive stock option plan with 400,000 shares of
          common  stock  reserved  for  options  to  key  employees. Options are
          granted  at prices equal to the fair market value of the shares at the
          date of grant and are exercisable as determined by the Company's Board
          of  Directors.  The  options  expire ten years from the date of grant.
          Other  pertinent  information  related  to  the options is as follows:

<TABLE>
<CAPTION>
                                                       YEARS ENDED DECEMBER 31,
                                              ---------------------------------------
                                                       2000                1999
                                              ----------------------  ---------------
                                                           WEIGHTED-        Weighted-
                                                           AVERAGE           average
                                                           EXERCISE          Exercise
                                               NUMBER        PRICE    Number   Price
                                             -----------  ----------  -------  ------
<S>                                          <C>          <C>         <C>      <C>
Under option, beginning of year                 111,000   $    10.00        -  $    -
   Granted                                       76,000        12.00  111,000   10.00
 Exercised                                            -            -        -       -
   Terminated                                   (22,500)       10.22        -       -
                                             -----------              -------
Under option, end of year                       164,500        10.89  111,000   10.00
                                             ===========              =======

Exercisable, end of year                         79,000        10.00   76,000
                                             ===========              =======
Weighted average remaining contractual life     9 YEARS              10 years

Weighted average fair value of
   options granted during the year           $     4.19               $  3.58
                                             ===========              =======
</TABLE>

          The  Company  applies  Opinion  25  and  related  Interpretations  in
          accounting  for  the  stock  option plan. Accordingly, no compensation
          cost  has  been recognized. Had compensation cost for the stock option
          plan  been  determined  based on the fair value at the grant dates for
          awards  under  the  plan consistent with the method prescribed by SFAS
          No. 123, net loss and losses per share would have been adjusted to the
          pro  forma  amounts  indicated  below.

                                                 YEARS ENDED DECEMBER 31,
                                                --------------------------
                                                    2000          1999
                                                ------------  ------------
            Net loss             As reported    $  (642,035)  $(1,162,249)
                                 Pro forma      $  (652,775)  $(1,341,773)

            Losses per share     As reported    $     (0.71)  $     (1.66)
                                 Pro forma      $     (0.73)  $     (1.92)

            Losses per share -   As reported    $     (0.71)  $     (1.66)
              assuming dilution  Pro forma      $     (0.73)  $     (1.92)


                                       13
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE  6.  EMPLOYEE  BENEFIT  PLANS  (CONTINUED)

          The  fair value of each option grant is estimated on the date of grant
          using  the  Black-Scholes  option-pricing  model  with  the  following
          weighted-average  assumptions:

                                    YEARS ENDED DECEMBER 31,
                                    -----------------------
                                       2000      1999
                                     --------  --------
            Dividend yield                 0%        0%
            Expected life            7 YEARS   7 years
            Expected volatility            0%        0%
            Risk-free interest rate     6.23%     6.47%

NOTE  7.  INCOME  TAXES

          Income  tax  expense  consists  of  the  following:

                                               YEARS ENDED DECEMBER 31,
                                               ----------------------
                                                  2000        1999
                                               ----------  ----------
            Current                            $(245,477)  $(358,265)
            Deferred                              35,245     (29,572)
            Change in valuation allowance        210,232     387,837
                                               ----------  ----------
                    Income tax expense         $       -   $       -
                                               ==========  ==========

          The  Company's income tax expense differs from the amounts computed by
          applying  the  Federal  income  tax  statutory  rates to income before
          income  taxes.  A  reconciliation  of  the  differences is as follows:

<TABLE>
<CAPTION>
                                           YEARS ENDED DECEMBER 31,
                                --------------------------------------------
                                         2000                  1999
                                --------------------  ----------------------
                                  AMOUNT    PERCENT    Amount      Percent
                                ----------  --------  ----------  ----------
<S>                             <C>         <C>       <C>         <C>
Income taxes at statutory rate  $(218,292)      (34)% $(395,845)       (34)%
  Other items                       8,059         1       8,008          1
  Change in valuation allowance   210,233        33     387,837         33
                                ----------  --------  ----------  ----------
Income tax expense              $       -         -%  $       -          -%
                                ==========  ========  ==========  ==========
</TABLE>


                                       14
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE  7.  INCOME  TAXES  (CONTINUED)

          The  components  of  deferred  income  taxes  are  as  follows:


<TABLE>
<CAPTION>
                                               DECEMBER 31,
                                          ----------------------
                                             2000        1999
                                          ----------  ----------
<S>                                       <C>         <C>
Deferred tax assets:
  Loan loss reserves                      $  64,436   $  27,800
  Preopening and organizational expenses    101,673     130,620
  Net operating loss carryforward           622,977     377,500
  Other                                       9,248      14,502
  Securities available-for-sale                   -      24,345
                                          ----------  ----------
                                            798,334     574,767

Valuation allowance                        (735,382)   (564,787)
                                          ----------  ----------
                                             62,952       9,980
                                          ----------  ----------

Deferred tax liabilities:
  Depreciation                               47,660       9,980
  Securities available-for-sale              15,292           -
                                          ----------  ----------
                                             62,952       9,980
                                          ----------  ----------

Net deferred taxes                        $       -   $       -
                                          ==========  ==========
</TABLE>

          At  December  31,  2000,  the Company has available net operating loss
          carryforwards  of  approximately  $1,832,000  for  federal  income tax
          purposes.  If unused, the carryforwards will expire beginning in 2018.


NOTE  8.  LOSSES  PER  SHARE

          Presented below is a summary of the components used to calculate basic
          and  diluted  losses  per  share.

<TABLE>
<CAPTION>
                                                                    YEARS ENDED DECEMBER 31,
                                                                    ------------------------
                                                                       2000         1999
                                                                    ----------  ------------
<S>                                                                 <C>         <C>
Basic Losses Per Share:
  Weighted average common shares outstanding                          899,537       700,466
                                                                    ==========  ============
  Net loss                                                          $(642,035)  $(1,164,249)
                                                                    ==========  ============
  Basic losses per share                                            $   (0.71)  $     (1.66)
                                                                    ==========  ============
Diluted Losses Per Share:
  Weighted average common shares outstanding                          899,537       700,466
  Net effect of the assumed exercise of stock options based on the
   treasury stock method using average market prices for the year           -             -
Total weighted average common shares and
   common stock equivalents outstanding                               899,537       700,466
                                                                    ==========  ============
Net loss                                                            $(642,035)  $(1,164,249)
                                                                    ==========  ============
Diluted losses per share                                            $   (0.71)  $     (1.66)
                                                                    ==========  ============
</TABLE>


                                       15
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE  9.  COMMITMENTS  AND  CONTINGENCIES

          The  Company  is party to financial instruments with off-balance sheet
          risk  in  the normal course of business to meet the financing needs of
          its  customers.  These  financial  instruments  include commitments to
          extend  credit and standby letters of credit. They involve, to varying
          degrees,  elements  of credit risk and interest rate risk in excess of
          the  amount  recognized  in  the  balance  sheets.

          The  Company's  exposure to credit loss in the event of nonperformance
          by  the  other  party  to  the financial instrument for commitments to
          extend  credit  and  standby  letters  of credit is represented by the
          contractual  amount  of  those  instruments. The Company uses the same
          credit  policies  in making commitments and conditional obligations as
          it  does  for on-balance sheet instruments. A summary of the Company's
          commitments  is  as  follows:

                                                DECEMBER 31,
                                          ----------------------
                                             2000        1999
                                          ----------  ----------
            Commitments to extend credit  $5,943,201  $6,258,985
                                          ----------  ----------
            Standby letters of credit        122,535      62,535
                                          $6,065,736  $6,321,520
                                          ==========  ==========

          Commitments  to  extend credit are agreements to lend to a customer as
          long  as  there  is  no  violation of any condition established in the
          contract. Since many of the commitments are expected to expire without
          being  drawn  upon,  the  total  commitment amounts do not necessarily
          represent  future  cash  requirements.  The  Company  evaluates  each
          customer's  creditworthiness  on  a  case-by-case basis. The amount of
          collateral obtained, if deemed necessary by the Company upon extension
          of credit, is based on management's credit evaluation of the customer.

          Standby  letters  of  credit are conditional commitments issued by the
          Company  to  guarantee the performance of a customer to a third party.
          Those  guarantees  are  primarily issued to support public and private
          borrowing arrangements. The credit risk involved in issuing letters of
          credit  is essentially the same as that involved in extending loans to
          customers. Collateral is required in instances which the Company deems
          necessary.

          In  the  normal course of business, the Company is involved in various
          legal  proceedings.  In  the  opinion  of  management,  any  liability
          resulting  from  such  proceedings would not have a material effect on
          the  Company's  financial  statements.


NOTE 10.  CONCENTRATIONS  OF  CREDIT

          The Company originates primarily commercial, residential, and consumer
          loans  to  customers  in  Gordon  County and surrounding counties. The
          ability  of  the  majority  of  the Company's customers to honor their
          contractual  loan  obligations  is  dependent  on the economy in these
          areas.

          Fifty-one  percent  of the Company's loan portfolio is concentrated in
          loans  secured  by  real  estate,  of  which  a substantial portion is
          secured  by  real  estate  in  the  Company's  primary  market  area.
          Accordingly,  the  ultimate  collectibility  of  the loan portfolio is
          susceptible  to  changes in market conditions in the Company's primary
          market area. The other significant concentrations of credit by type of
          loan  are  set  forth  in  Note  3.

          The  Company,  as a matter of policy, does not generally extend credit
          to  any single borrower or group of related borrowers in excess of 15%
          of  the  Company's capital and surplus as defined by the Office of the
          Comptroller  of  the  Currency,  or  approximately  $1,122,000.


                                       16
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 11.  REGULATORY  MATTERS

          The Bank is subject to certain restrictions on the amount of dividends
          that  may  be  declared without prior regulatory approval. At December
          31,  2000, no dividends could be declared without regulatory approval.

          The  Company  and  the  Bank are subject to various regulatory capital
          requirements  administered by the federal banking agencies. Failure to
          meet  minimum capital requirements can initiate certain mandatory, and
          possibly  additional  discretionary  actions  by  regulators  that, if
          undertaken,  could  have  a  direct  material  effect on the financial
          statements.  Under  capital  adequacy  guidelines  and  the regulatory
          framework  for prompt corrective action, the Company and the Bank must
          meet specific capital guidelines that involve quantitative measures of
          the  assets,  liabilities,  and  certain  off-balance  sheet  items as
          calculated  under regulatory accounting practices. The capital amounts
          and  classification  are  also subject to qualitative judgments by the
          regulators  about  components,  risk  weightings,  and  other factors.
          Prompt  corrective  provisions  are  not  applicable  to  bank holding
          companies.

          Quantitative  measures  established  by  regulation  to ensure capital
          adequacy  require  the  Bank to maintain minimum amounts and ratios of
          Total and Tier I capital to risk-weighted assets and of Tier I capital
          to  average  assets. Management believes, as of December 31, 2000, the
          Company  and  the  Bank met all capital adequacy requirements to which
          they  are  subject.

          As of December 31, 2000, the most recent notification from the Federal
          Deposit Insurance Corporation categorized the Bank as well capitalized
          under  the  regulatory  framework  for prompt corrective action. To be
          categorized  as well capitalized, the Bank must maintain minimum Total
          risk-based, Tier I risk-based, and Tier I leverage ratios as set forth
          in  the  following table. There are no conditions or events since that
          notification  that  management  believes  have  changed  the  Bank's
          category.

          The  Company  and  the  Bank's  actual  capital amounts and ratios are
          presented  in  the  following  table:

<TABLE>
<CAPTION>
                                                                             TO BE WELL
                                                            FOR CAPITAL   CAPITALIZED UNDER
                                                             ADEQUACY     PROMPT CORRECTIVE
                                              ACTUAL         PURPOSES     ACTION PROVISIONS
                                         ---------------  ---------------  --------------
                                         AMOUNT   RATIO   AMOUNT   RATIO   AMOUNT   RATIO
                                         -------  ------  -------  ------  -------  -----
                                                       (DOLLARS IN THOUSANDS)
                                         ------------------------------------------------
<S>                                      <C>      <C>     <C>      <C>     <C>      <C>
DECEMBER 31, 2000:
TOTAL CAPITAL TO RISK WEIGHTED ASSETS
  CONSOLIDATED                           $ 7,490  20.96%  $ 2,859      8%  $   N/A    N/A
  BANK                                   $ 7,485  20.95%  $ 2,859      8%  $ 3,574    10%
TIER I CAPITAL TO RISK WEIGHTED ASSETS
  CONSOLIDATED                           $ 7,066  19.78%  $ 1,430      4%  $   N/A    N/A
  BANK                                   $ 7,061  19.76%  $ 1,430      4%  $ 2,144     6%
TIER I CAPITAL TO AVERAGE ASSETS
  CONSOLIDATED                           $ 7,066  16.66%  $ 1,697      4%  $   N/A    N/A
  BANK                                   $ 7,061  16.65%  $ 1,697      4%  $ 2,121     5%
December 31, 1999:
Bank Only
Total Capital to Risk Weighted Assets    $ 7,540  39.62%  $ 1,523      8%  $ 1,904    10%
Tier I Capital to Risk Weighted Assets   $ 7,340  38.57%  $   762      4%  $ 1,142     6%
Tier I Capital to Average Assets         $ 7,340  36.08%  $   814      4%  $ 1,018     5%
</TABLE>


                                       17
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 12.  FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS

          The  fair  value  of a financial instrument is the current amount that
          would  be  exchanged  between  willing parties, other than in a forced
          liquidation.  Fair  value  is best determined based upon quoted market
          prices.  However, in many instances, there are no quoted market prices
          for the Company's various financial instruments. In cases where quoted
          market  prices  are  not available, fair values are based on estimates
          using  present  value  or other valuation techniques. Those techniques
          are  significantly  affected  by  the  assumptions used, including the
          discount  rate  and  estimates  of future cash flows. Accordingly, the
          fair value estimates may not be realized in an immediate settlement of
          the  instrument.  SFAS  No.  107,  Disclosures  about  Fair  Values of
          Financial  Instruments, excludes certain financial instruments and all
          nonfinancial  instruments  from  its  disclosure  requirements.
          Accordingly,  the  aggregate  fair  value  amounts  presented  may not
          necessarily  represent  the  underlying  fair  value  of  the Company.


          CASH,  DUE  FROM BANKS, INTEREST-BEARING DEPOSITS IN BANKS AND FEDERAL
          FUNDS  SOLD:

          The  carrying  amounts  of  cash,  due  from  banks,  interest-bearing
          deposits  in  banks,  and  federal funds sold approximate fair values.

          SECURITIES:

          Fair  values  for  securities  are  based  on  available quoted market
          prices.  The  carrying  values  of  equity  securities with no readily
          determinable  fair  value  approximate  fair  values.

          LOANS:

          For  variable-rate  loans  that  reprice  frequently  and  have  no
          significant  change  in credit risk, fair values are based on carrying
          values.  For  other  loans,  the  fair  values  are  estimated  using
          discounted  cash  flow  analyses, using interest rates currently being
          offered  for loans with similar terms to borrowers with similar credit
          quality. Fair values for impaired loans are estimated using discounted
          cash  flow  analyses  or  underlying  collateral  values.

          DEPOSITS:

          The  carrying  amounts  of  demand  deposits,  savings  deposits,  and
          variable-rate  certificates  of deposit approximate their fair values.
          Fair values for fixed-rate certificates of deposit are estimated using
          a  discounted  cash  flow  calculation  that  applies  interest  rates
          currently  being  offered  on certificates to a schedule of aggregated
          expected  monthly  maturities  on  time  deposits.

          FEDERAL  FUNDS  PURCHASED:

          The  carrying value of federal funds purchased approximates their fair
          value.

          ACCRUED  INTEREST:

          The  carrying  amounts  of  accrued  interest  approximate  their fair
          values.


                                       18
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 12.  FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS  (CONTINUED)

          OFF-BALANCE  SHEET  INSTRUMENTS:

          Fair  values  of the Company's off-balance sheet financial instruments
          are  based on fees currently charged to enter into similar agreements.
          Since  the  majority  of  the  Company's off-balance sheet instruments
          consist  of  nonfee-producing,  variable-rate commitments, the Company
          has  determined  they  do  not  have  a  distinguishable  fair  value.

          The  carrying  amounts  and  estimated  fair  values  of the Company's
          financial  instruments  were  as  follows:

<TABLE>
<CAPTION>
                                              DECEMBER 31, 2000        December 31, 1999
                                          ------------------------  ------------------------
                                           CARRYING       FAIR       Carrying       Fair
                                            AMOUNT        VALUE       Amount        Value
                                          -----------  -----------  -----------  -----------
<S>                                       <C>          <C>          <C>          <C>
FINANCIAL ASSETS:
   Cash, due from banks,
     interest-bearing deposits in banks,
     and Federal funds sold               $ 6,406,365  $ 6,406,365  $ 2,856,141  $ 2,856,141
   Securities available-for-sale            6,044,960    6,044,960    2,427,745    2,427,745
   Loans                                   31,573,383   31,672,225   16,643,563   16,700,000
   Accrued interest receivable                353,145      353,145      123,764      123,764

FINANCIAL LIABILITIES:
   Deposits                                38,648,990   39,450,896   16,915,029   16,924,073
   Accrued interest payable                   118,788      118,788       66,453       66,453
   Federal funds purchased                    663,306      663,306            -            -
</TABLE>

NOTE 13.  SUPPLEMENTAL  FINANCIAL  DATA

          Components  of  other operating income and expenses in excess of 1% of
          total  revenue  are  as  follows:

<TABLE>
<CAPTION>
                                 YEARS ENDED DECEMBER 31,
                                 ------------------------
                                      2000      1999
                                    --------  --------
<S>                                 <C>       <C>
OTHER OPERATING INCOME:
  Mortgage origination fee income   $ 25,912  $ 83,773
OTHER OPERATING EXPENSES:
  Data processing                    130,807    81,340
  Postage and office supplies        107,916   129,634
  Telephone                           31,113    26,339
  Legal and professional             158,523   132,904
  Advertising and public relations    79,096    78,991
  Courier service                     13,184    12,851
  Other loan expense                   9,463    24,226
  Other insurance                     13,437    11,071
  Travel                              31,445    24,984
</TABLE>


                                       19
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 14.  PARENT  COMPANY  FINANCIAL  INFORMATION

          The  following  information presents the condensed balance sheet as of
          December  31, 2000 and the statements of operations, and cash flows of
          North  Georgia  Community Financial Partners, Inc. for the period from
          July  14,  2000  through  December  31,  2000:

<TABLE>
<CAPTION>
                    CONDENSED BALANCE SHEET

<S>                                                  <C>
ASSETS
  Cash                                               $    5,058
  Investment in subsidiary                            7,106,197
                                                     -----------
      Total assets                                   $7,111,255
                                                     ===========
        TOTAL STOCKHOLDERS' EQUITY                   $7,111,255
                                                     ===========
CONDENSED STATEMENT OF OPERATIONS
EXPENSES, OTHER                                      $    9,942
                                                     -----------
     Loss before equity in loss of subsidiary            (9,942)
EQUITY IN LOSS OF SUBSIDIARY                           (255,526)
                                                     -----------
        NET LOSS                                     $ (265,468)
                                                     ===========

              CONDENSED STATEMENT OF CASH FLOWS

OPERATING ACTIVITIES
  Net loss                                           $ (265,468)
  Adjustments to reconcile net loss to
     net cash used in operating activities:
     Equity in loss of subsidiary                       255,526
                                                     -----------
          Net cash used in operating activities          (9,942)
                                                     -----------

FINANCING ACTIVITIES
  Net proceeds from sale of common stock                 15,000
                                                     -----------
          Net cash provided by financing activities      15,000
                                                     -----------

Net increase in cash                                      5,058
Cash at beginning of year                                     -
                                                     -----------
Cash at end of year                                  $    5,058
                                                     ===========
</TABLE>


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                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 15.  BUSINESS  COMBINATION

          On July 14, 2000, the Company acquired all of the outstanding stock of
          the Bank in exchange for 902,917 shares of the Company's common stock.
          The  acquisition  has been accounted for as a pooling of interest. The
          net  loss  of  the  Bank prior to the acquisition was $376,567 and has
          been  included  in  the  consolidated  statement  of  operations.

          Common  stock  and  capital  surplus as of December 31, 1999 have been
          restated  to  reflect  the  change from the Bank's $5 par value common
          stock to the Company's no par value common stock. This restatement had
          no  effect  on  total  stockholders'  equity.


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