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, 2002
                      -----------------

[ ]  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:   $4,895,986
                                                                   ----------

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:  $7,572,071 AS OF MARCH 10, 2003, BASED
                                          --------------------------------------
ON  582,467  SHARES  AT  $13.00  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.  912,167 AS OF MARCH 10, 2003.
                                                   ----------------------------

                       DOCUMENTS INCORPORATED BY REFERENCE
NONE.

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


<PAGE>
<TABLE>
<CAPTION>
                              TABLE OF CONTENTS

                                                                       PAGE
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<S>       <C>                                                          <C>
PART I .  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
ITEM 1..  DESCRIPTION OF BUSINESS . . . . . . . . . . . . . . . . . . .   1
ITEM 2..  DESCRIPTION OF PROPERTIES . . . . . . . . . . . . . . . . . .  12
ITEM 3..  LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . .  12
ITEM 4..  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . . . . .  12
PART II.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
ITEM 5..  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
          STOCKHOLDER MATTERS . . . . . . . . . . . . . . . . . . . . .  12
ITEM 6..  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . . . .  12
ITEM 7..  FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . .  30
ITEM 8..  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE . . . . . . . . . . . . .  30
PART III  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
ITEM 9..  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
          CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE
          EXCHANGE ACT. . . . . . . . . . . . . . . . . . . . . . . . .  30
ITEM 10.  EXECUTIVE COMPENSATION. . . . . . . . . . . . . . . . . . . .  31
ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . . . . .  33
ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. . . . . . . .  35
ITEM 13.  EXHIBITS, LISTS AND REPORTS ON FORM 10-KSB. . . . . . . . . .  36
ITEM 14.  CONTROLS AND PROCEDURES . . . . . . . . . . . . . . . . . . .  37
</TABLE>


                                        i
<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
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.  As of December 31, 2002, seven other commercial banks operate in the
Bank's primary market with a total of 10 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 BB&T,
which, combined, hold approximately 67% of the primary market area's total
deposits.


<PAGE>
LOAN PORTFOLIO

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

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

               Real estate-related loans     69%

               Commercial loans              23%

               Consumer loans                 8%

     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.

     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 profitability and to
verify compliance with the Bank's investment policies.


                                                                               2
<PAGE>
     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, 2002, the Bank employed 25 full-time equivalent 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 The Company 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.

NORTH GEORGIA COMMUNITY

     Since The Company 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, The Company 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 anti-competitive 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.


                                                                               3
<PAGE>
     Under the Bank Holding Company Act, if adequately capitalized and
adequately managed, The Company 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 three years.  As a result, no
bank holding company may acquire control of The Company until after the third
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 refutably 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

          -    no other person owns a greater percentage of that class of voting
               securities immediately after the transaction.

Our common stock is registered under the Securities Exchange Act of 1934.  The
regulations provide a procedure for challenging any rebuttable presumption of
control.

     PERMITTED ACTIVITIES. A bank holding company is generally permitted under
the Bank Holding Company Act, to engage in or acquire direct or indirect control
of more than 5% of the voting shares of any company engaged in the following
activities:

          -    Banking or managing or controlling banks; and

          -    Any 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.


                                                                               4
<PAGE>
     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.

     In addition to the permissible bank holding company activities listed
above, a bank holding company may qualify and elect to become a financial
holding company, permitting the bank holding company to engage in additional
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 The Company must be well
capitalized and well managed and must have a Community Reinvestment Act rating
of at least "satisfactory." Additionally, The Company must file an 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. While The Company meets the qualification standards
applicable to financial holding companies, The Company has not elected to become
a financial holding company at this time.

     SUPPORT OF SUBSIDIARY INSTITUTIONS.  Under Federal Reserve policy, The
Company 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, The
Company might not be inclined to provide it.  In addition, any capital loans
made by The Company to North Georgia National will be repaid only after its
deposits and various other obligations are repaid in full.  In the unlikely
event of The Company'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.
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.  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.


                                                                               5
<PAGE>
     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.

     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
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 1.68 cents per $100 of
deposits for the first quarter of 2003.

     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.


                                                                               6
<PAGE>
     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 generally
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.  For example, under the Soldiers' and Sailors' Civil
Relief Act of 1940, a lender is generally prohibited from charging an annual
interest rate in excess of 6% on any obligation for which the borrower is a
person on active duty with the United States military.

     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;

          -    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;

          -    Equal Credit Opportunity Act, prohibiting discrimination on the
               basis of race, creed or other prohibited factors in extending
               credit;

          -    Fair Credit Reporting Act of 1978, governing the use and
               provision of information to credit reporting agencies;

          -    Fair Debt Collection Act, governing the manner in which consumer
               debts may be collected by collection agencies;

          -    Soldiers' and Sailors' Civil Relief Act of 1940, governing the
               repayment terms of, and property rights underlying, secured
               obligations of persons in military service; and

          -    the rules and regulations of the various federal agencies charged
               with the responsibility of implementing these federal laws.

     In addition to the federal and state laws noted above, the Georgia Fair
Lending Act ("GFLA") imposes restrictions and procedural requirements on most
mortgage loans made in Georgia, including home equity loans and lines of credit.
GFLA became effective on October 1, 2002 and was amended on March 7, 2003.
While selected provisions of GFLA apply regardless of the interest rate or
charges on the loan, the majority of the requirements apply only to "high cost
home loans," as defined by GFLA.

     We have implemented procedures to comply with all GFLA requirements.

     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.


                                                                               7
<PAGE>
CAPITAL ADEQUACY

     The Company and North Georgia National are required to comply with the
capital adequacy standards established by the Federal Reserve, in the case of
The Company, 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 The
Company'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, 2002 our ratio of total capital to
risk-weighted assets was 14.8% and our ratio of Tier 1 Capital to risk-weighted
assets was 13.6%.

     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, 2002, our leverage ratio was 10.0%.  The guidelines
also provide that bank holding companies experiencing internal growth or making
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 "-North Georgia National-Prompt Corrective Action."

PAYMENT OF DIVIDENDS

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


                                                                               8
<PAGE>
     The payment of dividends by The Company 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

     The Company 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;

          -    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.

     The Company 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 or when the
financial institution is jointly sponsoring a product or service with a
nonaffiliated third party.  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.

ANTI-TERRORISM LEGISLATION

     In the wake of the tragic events of September 11th, on October 26, 2001,
the President signed the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act
of 2001.  Under the USA PATRIOT Act, financial institutions are subject to
prohibitions against specified financial transactions and account relationships
as well as enhanced due diligence and "know your customer" standards in their
dealings with foreign financial institutions and foreign customers.  For
example, the enhanced due diligence policies, procedures and controls generally
require financial institutions to take reasonable steps:


                                                                               9
<PAGE>
          -    to conduct enhanced scrutiny of account relationships to guard
               against money laundering and report any suspicious transaction;

          -    to ascertain the identity of the nominal and beneficial owners
               of, and the source of funds deposited into, each account as
               needed to guard against money laundering and report any
               suspicious transactions;

          -    to ascertain for any foreign bank, the shares of which are not
               publicly traded, the identity of the owners of the foreign bank
               and the nature and extent of the ownership interest of each such
               owner; and

          -    to ascertain whether any foreign bank provides correspondent
               accounts to other foreign banks and, if so, the identity of those
               foreign banks and related due diligence information.

     Under the USA PATRIOT Act, financial institutions must establish anti-money
laundering programs.  The USA PATRIOT Act sets forth minimum standards for these
programs, including:

          -    the development of internal policies, procedures and controls;

          -    the designation of a compliance officer;

          -    an ongoing employee training program; and

          -    an independent audit function to test the programs.

     Pursuant to the mandate of the USA PATRIOT Act, the Secretary of the
Treasury issued regulations effective April 24, 2002 applicable to financial
institutions.  Because all federally insured depository institutions are
required to have anti-money laundering programs, the regulations provide that a
financial institution which is subject to regulation by a "federal functional"
is in compliance with the regulations if it complies with the rules of its
primary federal regulator governing the establishment and maintenance of
anti-money laundering programs.

     Under the authority of the USA PATRIOT Act, the Secretary of the Treasury
adopted rules on September 26, 2002 increasing the cooperation and information
sharing between financial institutions, regulators and law enforcement
authorities regarding individuals, entities and organizations engaged in, or
reasonably suspected based on credible evidence of engaging in, terrorist acts
or money laundering activities.  Under the new rules, a financial institution is
required to:

          -    expeditiously search its records to determine whether it
               maintains or has maintained accounts, or engaged in transactions
               with individuals or entities, listed in a request submitted by
               the Financial Crimes Enforcement Network ("FinCEN");

          -    notify FinCEN if an account or transaction is identified;

          -    designate a contact person to receive information requests;

          -    limit use of information provided by FinCEN to: (1) reporting to
               FinCEN, (2) determining whether to establish or maintain an
               account or engage in a transaction and (3) assisting the
               financial institution in complying with the Bank Secrecy Act; and

          -    maintain adequate procedures to protect the security and
               confidentiality of FinCEN requests.

     Under the new rules, a financial institution may also share information
regarding individuals, entities, organizations and countries for purposes of
identifying and, where appropriate, reporting activities that it suspects may
involve possible terrorist activity or money laundering.  Such
information-sharing is protected under a safe harbor if the financial
institution:


                                                                              10
<PAGE>
          -    notifies FinCEN of its intention to share information, even when
               sharing with an affiliated financial institution;

          -    takes reasonable steps to verify that, prior to sharing, the
               financial institution or association of financial institutions
               with which it intends to share information has submitted a notice
               to FinCEN;

          -    limits the use of shared information to identifying and reporting
               on money laundering or terrorist activities, determining whether
               to establish or maintain an account or engage in a transaction,
               or assisting it in complying with the Bank Security Act; and

          -    maintains adequate procedures to protect the security and
               confidentiality of the information.

     Any financial institution complying with these rules will not be deemed to
have violated the privacy requirements discussed above.

     The Secretary of the Treasury also adopted a new rule on September 26, 2002
intended to prevent money laundering and terrorist financing through
correspondent accounts maintained by U.S. financial institutions on behalf of
foreign banks.  Under the new rule, financial institutions:

          -    are prohibited from providing correspondent accounts to foreign
               shell banks;

          -    are required to obtain a certification from foreign banks for
               which they maintain a correspondent account stating the foreign
               bank is not a shell bank and that it will not permit a foreign
               shell bank to have access to the U.S. account;

          -    must maintain records identifying the owner of the foreign bank
               for which they may maintain a correspondent account and its agent
               in the Unites States designated to accept services of legal
               process;

          -    must terminate correspondent accounts of foreign banks that fail
               to comply with or fail to contest a lawful request of the
               Secretary of the Treasury or the Attorney General of the United
               States, after being notified by the Secretary or Attorney
               General.

     The new rule applies to correspondent accounts established after October
28, 2002.

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 financial institutions operating and doing business in the
United States.  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.

                        SELECTED STATISTICAL INFORMATION

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


                                                                              11
<PAGE>
ITEM 2.     DESCRIPTION OF PROPERTIES

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

     Other than North Georgia National's primary facility described in the
preceding paragraph and the real estate-related loans funded by North Georgia
National 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 10, 2002,
the Company had approximately 421 shareholders of record.

     (b)     North Georgia National has paid no dividends on its common stock
since its organization. The principal source of The Company's cash flow,
including cash flow to pay dividends to its shareholders, is dividends that
North Georgia National pays to The Company, its sole shareholder.  Statutory and
regulatory limitations apply to North Georgia National's payment of dividends to
The Company as well as to The Company'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."


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, 2002
and 2001 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.


                                                                              12
<PAGE>
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 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.

CRITICAL ACCOUNTING POLICIES

     We have adopted various accounting policies which govern the application of
accounting principles generally accepted in the United States in the preparation
of our financial statements.  Our significant accounting policies are described
in the footnotes to the consolidated financial statements at December 31, 2002.

     Certain accounting policies involve significant judgments and assumptions
by us which have a material impact on the carrying value of certain assets and
liabilities.  We consider these accounting policies to be critical accounting
policies.  The judgments and assumptions we use are based on historical
experience and other factors, which we believe to be reasonable under the
circumstances.  Because of the nature of the judgments and assumptions we make,
actual results could differ from these judgments and estimates which could have
a material impact on our carrying values of assets and liabilities and our
results of operations.

     We believe the allowance for loan losses is a critical accounting policy
that requires the most significant judgments and estimates used in preparation
of our consolidated financial statements.  Refer to the portion of this
discussion that addresses our allowance for loan losses for a description of our
processes and methodology for determining our allowance for loan losses.

OVERVIEW

     Our 2002 results were highlighted by the reporting of net income of
$725,000.  Despite the uncertainty  of economic conditions we continued to have
significant loan and deposit growth that should provide a base for continued
profitability.


                                                                              13
<PAGE>
FINANCIAL CONDITION AT DECEMBER 31, 2002 AND 2001

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

<TABLE>
<CAPTION>
                                       December 31,
                                      2002     2001
                                 (Dollars in Thousands)
<S>                                 <C>      <C>
Cash and due from banks             $ 2,019  $ 1,543
Interest-bearing deposits in banks       88        2
Federal funds sold                    1,500        -
Securities                           23,585   25,517
Loans, net                           50,224   40,087
Premises and equipment                1,917    2,042
Other assets                          1,580    1,540
                                    -------  -------

                                    $80,913  $70,731
                                    =======  =======

Total deposits                      $66,050  $63,246
Other borrowings                      6,230      156
Other liabilities                       217      188
Stockholders' equity                  8,416    7,141
                                    -------  -------

                                    $80,913  $70,731
                                    =======  =======
</TABLE>

     As of December 31, 2002, we had total assets of $80.9 million, an increase
of 14.4% over December 31, 2001.  Total interest-earning assets were $76.1
million at December 31, 2002 or 94% of total assets as compared to 94% of total
assets at December 31, 2001.  Our primary interest-earning assets at December
31, 2002 were loans, which made up 67% of total interest-earning assets as
compared to 61% at December 31, 2001.  Our loan to deposit ratio was 77% at
December 31, 2002 as compared to 64% at December 31, 2001.  The loan to deposit
ratio has increased as  loan demand  has increased. The Bank continues to place
strong emphasis on the quality of loans which are added to the loan portfolio.
Deposit growth of $3 million has been used to fund loan growth of $10 million.
The balance of the loan growth was funded with $6 million increase in other
borrowings and a $2 million decrease in securities.

     Our securities portfolio, consisting of U.S. Agency, mortgage-backed,
corporate and restricted equity securities, amounted to $23 million at December
31, 2002.  Unrealized gain on securities amounted to $487,000 at December 31,
2002 as compared to an unrealized loss of  $52,000 at December 31, 2001.  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 69% 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 (48%), construction loans to build one-to
four-family residential properties (8%) and nonresidential properties consisting
primarily of small business commercial properties (44%).  We generally require
that loans collateralized by real estate not exceed 80%-85% of the collateral
value.

     The remaining 31% 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.


                                                                              14
<PAGE>
     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.

     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 ratio
of 19.59% at December 31, 2002 was considered satisfactory.

     At December 31, 2002, we had loan commitments outstanding of $8.5 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, 2002, we had arrangements with four commercial
banks for additional short-term advances of $7,000,000.

     At December 31, 2002, our capital ratios were considered adequate based on
regulatory minimum capital requirements.  Our stockholders' equity increased due
to net income in 2002 of $725,000, proceeds from additional stock sales of
$12,000, and other comprehensive income of $539,000, related to unrealized gains
on securities available-for-sale.  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, 2002 are as follows:

<TABLE>
<CAPTION>
                                                      Regulatory
                              Consolidated    Bank   Requirements
                              -------------  ------  -------------
<S>                           <C>            <C>     <C>
  Leverage capital ratio             10.08%  10.01%          4.00%
  Risk-based capital ratios:
    Core capital                     13.68   13.58           4.00
    Total capital                    14.85   14.75           8.00
</TABLE>

At  December  31, 2002, we had no material commitments for capital expenditures.


                                                                              15
<PAGE>
     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.

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, 2002 AND 2001

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

<TABLE>
<CAPTION>
                         Years Ended December 31,
                              2002     2001
                          (Dollars in Thousands)
<S>                         <C>      <C>
Interest income             $ 4,388  $  3,951

Interest expense              1,699     2,247
                            -------  --------

Net interest income           2,689     1,704

Provision for loan losses       153       140

Other income                    508       379

Other expenses                2,319     1,901
                            -------  --------

Net income (loss)           $   725  $     42
                            =======  ========
</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 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 3.77% in 2002 as
compared to 3.14% in 2001.  Average loans increased by $10.1 million and average
securities increased by $10.3 million accounting for the $17.2 million increase
in total average interest-earning assets.  Average interest-bearing liabilities
increased by $16.8 million with average interest-bearing demand and time
deposits accounting for the majority of this increase.  Average other borrowings
increased by $4.1 million.  The rate earned on average interest-earning assets
decreased to 6.15% in 2002 from 7.29% in 2001.  The rate paid on average
interest-bearing liabilities decreased to 2.64% in 2002 from 4.72% in 2001.  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 the
Bank's lowering of cost of funds during the low rate environment experienced
during the year.  Prime rate stayed constant at 4.75% during the first eleven
months of the year and was lowered  to 4.25% in November where it remained
through December 31, 2002.


                                                                              16
<PAGE>
Provision for Loan Losses
-------------------------

     The provision for loan losses was $153,000 in 2002 as compared to $140,000
in 2001.  The amounts provided were due to the growth of the loan portfolio and
our assessment of the inherent risk in the loan portfolio.  As of December 31,
2002 we had $213,000 of nonperforming loans and assets.  Based upon our
evaluation of the loan portfolio, we believe the allowance for loan losses to be
adequate to absorb losses on existing loans that may become uncollectible.  Our
methodology used in determining the adequacy of the allowance for loan losses is
based upon a risk rating system in which all loans are assigned a loan grade.
Each loan grade is assigned an allowance percentage determined based upon our
experience specifically and the historical experience of the banking industry
generally.  Loan classifications are then subject to periodic review by the
responsible lending officer and by senior management based upon their judgment,
our loan loss experience, current economic conditions that may affect the
borrower's ability to repay, lender requirements, the underlying collateral
value of the loans and other appropriate information.  We rely predominantly on
this ongoing review of the loan portfolio to assess the risk characteristics of
the portfolio in the aggregate and to determine adjustments, if any, to our
allowance for losses.  Based upon our ongoing review, we may identify impaired
loans.  When we identify a loan as being impaired, the allowance for loan losses
is increased if we determine that the amount of impairment is in excess of the
allowance amount determined under our loan grading system.  The allowance for
loan losses as a percentage of total loans was 1.33% at December 31, 2002 as
compared to 1.30% at December 31, 2001.

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 $508,000 in 2002 from
$379,000 in 2001.  This increase is primarily due to an increase in service
charges on deposit accounts of $67,000, an increase in mortgage loan origination
fees of $22,000.

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

     Other expenses were $2,319,000 in 2002 as compared to $1,901,000 in 2001,
an increase of $418,000.  Salaries and employee benefits increased by $136,000
due to an increase in the Bank's contribution to the employee's 401-K plan and
other annual salary increases.  Equipment and occupancy expenses increased by
$62,000 due primarily to increased depreciation of $44,000, and increased other
occupancy costs of $6,000.  Capitalized loan origination costs, which are
reported as a contra-expense account, increased by $4,500 as loan volume
increased in 2002.  Other operating expenses increased by $225,000 due to a
$58,000 increase in data processing  and an increase in advertising and public
relations expense of $65,000.  Legal expenses were up $11,000 and FDIC/OCC
expenses were up $11,000 over 2001.  Dues, meetings and seminar expenses were up
$12,000 and travel and entertainment expenses were up $9,000.  These increases
were partially offset by decreased supplies and printing costs of $13,000.

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

     We have reported no income tax due to accumulated deficits incurred of
$1,488,000 through December 31, 2002.

     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.

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


                                                                              17
<PAGE>
     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.

     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
quarterly 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, 2002, our cumulative one-year interest rate-sensitivity gap
ratio was 44%.  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.  For internal reporting
purposes, we do not consider interest-bearing demand to be interest rate
sensitive.  Adjusting for these deposits, our cumulative one year interest
rate-sensitivity gap ratio would be 85%.  We believe that competitive market
rates are being paid for our deposits, and as long as the rates remain
competitive, liquidity, while not assured, should not be adversely affected.

     The following table sets forth the distribution of the repricing of our
interest-earning assets and interest-bearing liabilities as of December 31,
2002, 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.


                                                                              18
<PAGE>
<TABLE>
<CAPTION>
                                                After       After
                                                Three        One
                                                Months     Year but
                                   Within        but        Within     After
                                   Three        Within       Five       Five
                                   Months      One Year     Years      Years     Total
<S>                             <C>           <C>         <C>         <C>       <C>
                                               (Dollars in Thousands)
Interest-earning assets:
  Interest-bearing
    deposits in banks           $        88   $      --   $      --   $     --  $     88
  Federal funds sold                  1,500          --          --         --     1,500
  Securities                            621          --      11,379     11,585    23,585
  Loans                              17,260       5,901      25,011      2,727    50,899
                                ------------  ----------  ----------  --------  --------

                                     19,469       5,901      36,390     14,312    76,072
                                ------------  ----------  ----------  --------  --------

Interest-bearing liabilities:
  Interest-bearing demand
    deposits                         27,378          --          --         --    27,378
  Savings                            11,559          --          --         --    11,559
  Certificates, less than
    $   100,000                       2,003       6,575       3,978         --    12,556
  Certificates, $100,000
    and over                          1,666       1,815       6,745         --    10,226
  Other borrowings                    6,230          --          --         --     6,230
                                ------------  ----------  ----------  --------  --------

                                     48,836       8,390      10,723         --    67,949
                                ------------  ----------  ----------  --------  --------
Interest rate sensitivity
  gap                           $   (29,367)  $  (2,489)  $  25,667   $ 14,312  $  8,123
                                ============  ==========  ==========  ========  ========
Cumulative interest rate
  sensitivity gap               $   (29,367)  $ (31,856)  $  (6,189)  $  8,123
                                ============  ==========  ==========  ========
Interest rate sensitivity
  gap ratio                             .40         .70        3.39         --
                                ============  ==========  ==========  ========
Cumulative interest rate
  sensitivity gap ratio                 .40         .44         .91       1.12
                                ============  ==========  ==========  ========
</TABLE>


                                                                              19
<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.


                                                                              20
<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,
                                            2002       2001
                                         (Dollars in Thousands)
               ASSETS
<S>                                        <C>       <C>
  Cash and due from banks                  $ 1,925   $ 1,935
  Taxable securities                        23,261    13,037
  Securities valuation account                 145        91
  Federal funds sold                         2,310     5,453
  Loans (2)                                 45,829    35,687
  Allowance for loan losses                   (604)     (461)
  Other assets                               3,566     2,790
                                           --------  --------
                                           $76,432   $58,532
                                           ========  ========

  Total interest-earning assets            $71,400   $54,177
                                           ========  ========

    LIABILITIES AND STOCKHOLDERS' EQUITY

  Deposits:
    Noninterest-bearing demand             $ 4,135   $ 3,488
    Interest-bearing demand                 28,202    23,547
    Savings                                 12,922     8,535
    Time                                    18,730    15,125
                                           --------  --------
      Total deposits                        63,989    50,695

  Other borrowings                           4,504       394
  Other liabilities                            212       273
                                           --------  --------
      Total liabilities                     68,705    51,362
  Stockholders' equity                       7,727     7,170
                                           --------  --------
                                           $76,432   $58,532
                                           ========  ========

  Total interest-bearing liabilities       $64,358   $47,601
                                           ========  ========
<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 2002
      and 2001 was $40,000 and $57,000, respectively.
</TABLE>


                                                                              21
<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,
                                                          2002               2001
                                                         Average            Average
                                                      Interest Rate      Interest Rate
                                                         (Dollars in Thousands)
<S>                                                <C>         <C>       <C>     <C>
  INTEREST INCOME:
    Interest and fees on loans (1)                 $   3,113      6.79%  $2,942  8.24%
    Interest on taxable securities                     1,240      5.33      790  6.06
    Interest on federal funds sold                        35      1.51      219  4.02
                                                   ----------  --------  ------

    Total interest income                              4,388      6.15    3,951  7.29
                                                   ----------            ------

  INTEREST EXPENSE:
    Interest on interest-bearing
      demand deposits                                    587      2.08      934  3.97
    Interest on savings deposits                         301      2.33      358  4.19
    Interest on time deposits                            719      3.84      940  6.22
    Interest on other borrowings                          92      2.04       15  3.91
                                                   ----------  --------  ------

    Total interest expense                             1,699      2.64    2,247  4.72
                                                   ----------            ------

  NET INTEREST INCOME                              $   2,689             $1,704
                                                   ==========            ======

    Net interest spread                                           3.51%          2.57%
                                                               ========          =====
    Net yield on average interest-earning assets                  3.77%          3.14%
                                                               ========          =====
<FN>
(1)   Interest and fees on loans includes $35,000 and $37,000 of loan fee income
      for the years ended December 31, 2002 and 2001, respectively. There was no
      interest income recognized on nonaccrual loans during 2002 or 2001.
</TABLE>

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.


                                                                              22
<PAGE>
<TABLE>
<CAPTION>
                                                 Years  Ended  December  31,
                                                      2002  vs.  2001
                                                     Changes  Due  To:
                                                   Rate      Volume    Net
<S>                                              <C>        <C>       <C>
                                                   (Dollars in Thousands)
  Increase (decrease) in:
    Income from interest-earning assets:
    Interest and fees on loans                   $   (574)  $   745   $ 171
    Interest on taxable securities                   (105)      555     450
    Interest on federal funds sold                    (93)      (91)   (184)
                                                 ---------  --------  ------
        Total interest income                        (772)    1,209     437
                                                 ---------  --------  ------

    Expense from interest-bearing liabilities:
    Interest on interest-bearing
      demand deposits                                (506)      159    (347)
    Interest on savings deposits                     (197)      140     (57)
    Interest on time deposits                        (412)      191    (221)
    Interest on other borrowings                      (10)       87      77
                                                 ---------  --------  ------
        Total interest expense                     (1,125)      577    (548)
                                                 ---------  --------  ------

        Net interest income                      $    353   $   632   $ 985
                                                 =========  ========  ======
</TABLE>


                              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,
                                      2002     2001
                                  (Dollars in Thousands)
<S>                                  <C>      <C>
  U.S. Government agency securities  $ 9,955  $21,290
  Mortgage-backed securities          10,149    1,845
  Corporate bonds                      2,860    2,091
  Restricted equity securities           621      291
                                     -------  -------

                                     $23,585  $25,517
                                     =======  =======
</TABLE>


MATURITIES

     The amounts of debt securities, including the weighted average yield in
each category as of December 31, 2002, 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.


                                                                              23
<PAGE>
<TABLE>
<CAPTION>
                                                              After one           After five
                                 One year or less        through five years    through ten years
                                 Amount       Yield (1)   Amount    Yield (1)  Amount   Yield (1)
<S>                         <C>               <C>        <C>        <C>        <C>      <C>
U.S. Government
  agency securities         $             --        --%  $   6,121      4.68%  $ 3,334      5 59%
Mortgage-backed securities                --         --      4,123      4.04     1,965      4.80
Corporate bonds                           --         --      1,135      5.00     1,725      5.82
                            ----------------             ---------             -------
                            $             --        --%  $  11,379      4.64   $ 7,024      5.33
                            ================             =========             =======
</TABLE>

<TABLE>
<CAPTION>
                              After ten years         Total
                            Amount   Yield (1)   Amount   Yield (1)
<S>                         <C>      <C>        <C>       <C>
U.S. Government
  agency securities         $   500      5.75%  $  9,955      5.04%
Mortgage-backed securities    4,061      4.97     10,149      4.51
Corporate bonds                  --        --      2,860      5.49
                            -------             --------
                            $ 4,561      4.94%  $ 22,964      4.85%
                            =======             ========
<FN>
(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.
</TABLE>


                                                                              24
<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,
                                         2002       2001
                                      (Dollars in Thousands)
<S>                                     <C>       <C>
  Commercial                            $11,575   $10,674
  Real estate- construction               2,742       506
  Real estate- mortgage                  32,585    24,637
  Consumer installment loans and other    3,997     4,797
                                        --------  --------
                                         50,899    40,614
  Less allowance for loan losses           (675)     (527)
                                        --------  --------
      Net loans                         $50,224   $40,087
                                        ========  ========
</TABLE>

MATURITIES AND SENSITIVITIES OF LOANS TO CHANGES IN INTEREST RATES

     Total loans as of December 31, 2002 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              $               6,238
    After one through five years                  5,123
    After five years                                214
                                  ---------------------
                                                 11,575
                                  ---------------------

  Construction
    One year or less                              2,460
    After one through five years                    282
    After five years                                 --
                                  ---------------------
                                                  2,742
                                  ---------------------

  Other
    One year or less                              6,336
    After one through five years                 23,478
    After five years                              6,768
                                  ---------------------
                                                 36,582
                                  ---------------------

                                  $              50,899
                                  =====================
</TABLE>


                                                                              25
<PAGE>
     The following table summarizes loans at December 31, 2002 with due dates
after one year that have predetermined and floating or adjustable interest
rates.

<TABLE>
<CAPTION>
                                           (Dollars in Thousands)
<S>                                        <C>
    Predetermined interest rates           $              24,119
    Floating or adjustable interest rates                 11,746
                                           ---------------------
                                           $              35,865
                                           =====================
</TABLE>


RISK ELEMENTS

     Information with respect to nonaccrual, past due, restructured and other
problem loans at December 31, 2002 and 2001 is as follows:

<TABLE>
<CAPTION>
                                                      December 31,
                                                     2002       2001
                                                 (Dollars in Thousands)
<S>                                              <C>          <C>
  Nonaccrual loans                               $       213  $       6
  Loans contractually past due ninety
    days or more as to interest or
    principal payments and still accruing                  0          0
  Restructured loans                                       0          0
  Potential problem loans                                 14          0
  Interest income that would have been recorded
    on nonaccrual and restructured loans under
    original terms                                        10          5
  Interest income that was recorded on
    nonaccrual and restructured loans                      1          0
</TABLE>

     Potential problem loans are defined as loans about which we have serious
doubts as to the ability of the borrower to comply with the present loan
repayment terms and which may cause the loan to be placed on nonaccrual status,
to become past due more than ninety days, or to be restructured.

     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 that are 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.


                                                                              26
<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,
                                                  2002        2001
                                               (Dollars in Thousands)
<S>                                            <C>         <C>
  Average amount of loans outstanding          $  45,829   $  35,687
                                               ==========  ==========

  Balance of allowance for loan losses
    at beginning of year                       $     527   $     424
                                               ----------  ----------

  Loans charged off
    Commercial                                        13          33
    Real estate mortgage                              20          --
    Installment                                        7          24
                                               ----------  ----------
                                                      40          57
                                               ----------  ----------

  Loans recovered
    Commercial                                        19           3
    Real estate mortgage                              --          --
    Installment                                       16          17
                                               ----------  ----------
                                                      35          20
                                               ----------  ----------

  Net charge-offs                                      5          37
                                               ----------  ----------

  Additions to allowance charged to operating
    expense during year                              153         140
                                               ----------  ----------

  Balance of allowance for loan losses
    at end of year                             $     675   $     527
                                               ==========  ==========

  Ratio of net loans charged off during the
  year to average loans outstanding                  .01%        .10%
                                               ==========  ==========
</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.


                                                                              27
<PAGE>
     As of December 31, 2002 and 2001, 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, 2002      December 31, 2001
                           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                 $     135        23%  $     105        26%
Real estate- construction        101         5          79         1
Real estate- mortgage            371        64         290        61
Consumer installment
loans and other                   68         8          53        12
                           ---------  ---------  ---------  ---------
                           $     675       100%  $     527       100%
                           =========  =========  =========  =========
</TABLE>


                                                                              28
<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,
                                            2002               2001
                                      Amount    Percent   Amount   Percent
                                             (Dollars in Thousands)
<S>                                   <C>      <C>        <C>      <C>
Noninterest-bearing demand deposits   $ 4,135        --%  $ 3,488       --%
Interest-bearing demand deposits       28,202       2.08   23,547      3.97
Savings deposits                       12,922       2.33    8,535      4.19
Time deposits                          18,730       3.84   15,125      6.22
                                      -------             -------
                                      $63,989             $50,695
                                      =======             =======
<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, 2002 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             $        1,666
  Over three through six months               850
  Over six through twelve months              965
  Over twelve months                        6,745
                                          -------
    Total                          $       10,226
                                          =======
</TABLE>


                    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,
                               2002    2001
<S>                           <C>     <C>
  Return on assets (1)          .95%    .07%
  Return on equity (2)         9.38     .59
  Dividend payout ratio (3)       -       -
  Equity to assets ratio (4)  10.11   12.25
<FN>
(1)   Net income divided by average total assets.
(2)   Net income 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>


                                                                              29
<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, 2002.

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, 2002, (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>
A.  DIRECTORS
                                                      POSITION WITH THE COMPANY AND
NAME (AGE)                  DIRECTOR SINCE                 BUSINESS EXPERIENCE
--------------------------  --------------  -------------------------------------------------
<S>                         <C>             <C>

David J. Lance (48)                   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 (57)               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 manufacturing
                                            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 (48)             2001  Chief Financial Officer of North Georgia
                                            Community and Chief Financial Officer of North
                                            Georgia National
</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.


                                                                              30
<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, 2002 and 2001.  No other executive officer of the
Company earned over $100,000 in salary and bonus during the year ended December
31, 2002.

<TABLE>
<CAPTION>
                                                            Long-Term Compensation
                               Annual 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     ($)       ($)     ($)         ($)        (#)        ($)      ($)
<S>                  <C>   <C>         <C>     <C>      <C>         <C>         <C>      <C>
David J. Lance       2002  159,698(1)  16,000        0           0                    0  52,715(3)
President and Chief
Executive Officer    2001  154,500(2)  20,500        0           0     115,000        0  11,832(3)
<FN>
(1)   Includes value of bank automobile provided to Mr. Lance under the terms of
      his employment agreement.

(2)   Includes an automobile allowance.

(3)   Consists of payments for club memberships under the terms of Mr. Lance's
      employment agreement.
</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 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 2000 and the
remaining 14,950 shares in the first quarter of 2001.


                                                                              31
<PAGE>
     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
continued until September 22, 2002.  Upon each new day of the three-year period,
the term was 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 employment
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 2002

     The following table sets forth information at December 31, 2002, and for
the fiscal year then ended, concerning stock options granted to the executive
officer listed below.  The listed executive officer did not exercise any options
to purchase common stock of the Company during 2002.  We have not granted any
stock appreciation rights, restricted stock or stock incentives other than stock
options.

<TABLE>
<CAPTION>
                                         Percent of
                         Number of      Total Options
                         Securities       Granted to
                         Underlying      Employees in   Exercise Price
NAME                  Options Granted    Fiscal Year      Per Share     Expiration Date
--------------------  ----------------  --------------  --------------  ---------------
<S>                   <C>               <C>             <C>             <C>
Rhonda C.                       5,000           100.0%  $        12.00        2/15/2012
Massengill
</TABLE>


OPTIONS EXERCISED IN FISCAL YEAR 2002

     No stock options were exercised by our executive officers in fiscal year
2002.


                                                                              32
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

     The following table shows the number of shares underlying stock options
held by the executive officers named in the summary compensation table.  Also
reported are the values for "in-the-money" options which represent the positive
spread between the exercise price of any such existing stock options and the
year-end price of the Bank's common stock.  No stock options were exercised in
2002 by the executive officers named in the summary compensation table.

<TABLE>
<CAPTION>
                                                     Number of Securities     Value of Unexercised In-the-
                                                    Underlying Unexercised         Money Options at
                                                 Options at December 31, 2002      December 31, 2002
                        Shares
Name                  Acquired on      Value
                      Exercise (#)  Realized ($)  Exercisable  Unexercisable   Exercisable   Unexercisable
--------------------  ------------  ------------  -----------  --------------  ------------  -------------
<S>                   <C>           <C>           <C>          <C>             <C>           <C>
David J. Lance
                                 0             0       91,000          24,000  $    273,000  $     72,000
--------------------  ------------  ------------  -----------  --------------  ------------  -------------
Rhonda C. Massengill
                                 0             0        4,000          11,000  $     12,000  $     33,000
--------------------  ------------  ------------  -----------  --------------  ------------  -------------
</TABLE>

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 10, 2003 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.


                                                                              33
<PAGE>
<TABLE>
<CAPTION>
                                                       PERCENT
NAME AND ADDRESS                  NUMBER OF SHARES   OF CLASS(1)
--------------------------------  -----------------  -----------
<S>                               <C>                <C>
(a)  DIRECTORS
David J. Lance
350 West Belmont Avenue
Calhoun, Georgia  30701                  132,650(2)        14.5%

Thomas M. Kinnamon
100 Kyle Lane
Dalton, Georgia  30720                     143,550         15.6%

(b)  EXECUTIVE OFFICERS
Rhonda C. Massengill

                                           5,500(3)           *

(c)  ALL DIRECTORS AND EXECUTIVE
     OFFICERS, AS A GROUP                  280,700         30.8%

(d)  ADDITIONAL 5% SHAREHOLDERS
Ernest M. Acree, Jr.

                                            76,000         8.33%
Jim Griffin

                                            68,000          7.5%
<FN>
_________________________
+     Mr. Lance, Mr. Kinnamon and Ms. Massengill are the only executive officers
      of the Company.

*     Represents less than 1%.

(1)   For the purposes of this table, percentages shown treat all shares subject
      to exercisable options held by directors and executive officers as if they
      were issued and outstanding.

(2)   Includes an exercisable option to purchase 75,000 shares of Company common
      stock granted to Mr. Lance under the terms of his employment agreement and
      an exercisable option to purchase 16,000 shares of Company common stock
      granted to Mr. Lance under the North Georgia Community 2000 Incentive
      Stock Option Plan. Mr. Lance was granted options to purchase a total of
      40,000 shares under the Plan on April 1, 2000. These options vest in equal
      increments over 5 years.

(3)   Includes an exercisable option to purchase 5,000 shares of Company common
      stock granted to Ms. Massengill under the North Georgia Community 5000
      Incentive Stock Option Plan. Ms. Massengill was granted options to
      purchase a total of 10,000 shares under the Plan on April 1, 2000. These
      options vest in equal increments over 5 years.
</TABLE>

     The  following  table sets forth information regarding the Company's equity
compensation  plans  under  which  shares  of  the  Company's  common  stock are
authorized  for  issuance.  The  only equity compensation plan maintained by the
Company  is  the  North  Georgia  National  Bank  1999  Stock  Incentive  Plan.

<TABLE>
<CAPTION>
                                                                                       Number of shares
                                                                                   remaining available for
                           Number of securities to be  Weighted-average exercise  future issuance under the
                            issued upon exercise of            price of                 Plan (excludes
                              outstanding options         outstanding options        outstanding options)
                           --------------------------  -------------------------  --------------------------
<S>                        <C>                         <C>                        <C>
Equity compensation plans
approved by security
holders                                       158,000                      10.99                     242,000

Equity compensation plans
not approved by security
holders                                            --                         --                          --

Total                                         158,000                      10.99                     242,000
</TABLE>

                                                                              34
<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.


                                                                              35
<PAGE>
ITEM 13. EXHIBITS, LISTS AND REPORTS ON FORM 10-KSB

(a)     Exhibits

Exhibit
Number          Exhibit
------          -------

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.(3)

10.3*   Addendum to Employment Agreement, dated November 16, 1999, between
        North Georgia National Bank and David J. Lance.(3)

10.4*   Stock Purchase Agreement, dated September 22, 1999, between North
        Georgia National Bank and David J. Lance.(3)

10.5*   North Georgia Community Financial Partners, Inc. 2000 Stock Incentive
        Plan; form of Incentive Stock Award; form of Non-Qualified Stock Option
        Award.(3)

13.1    North Georgia Community Financial Partners, Inc. and Subsidiary
        Consolidated Financial Report, December 31, 2002.

22.1    Subsidiaries of North Georgia Community.

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

99.1    Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
        Section 906 of the Sarbanes-Oxley Act of 2002

99.2    2003 Proxy Statement sent to securities holders of North Georgia
        Community (to be filed as an amendment to this Annual Report on Form
        10-KSB)
_________________________
*     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.
(3)   Incorporated herein by reference to exhibit of same number to the
      Company's Annual Report on Form 10-KSB filed with the SEC on March 30,
      2001.


                                                                              36
<PAGE>
(b)     Reports on Form 8-K filed in the fourth quarter of 2002:  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 99.2.  The Company's
2002 annual report to its shareholders consists of its financial statements
which is included in this Annual Report on Form 10-KSB as Exhibit 13.1.


ITEM 14. CONTROLS AND PROCEDURES

     Within 90 days prior to the date of this report, the Company carried out an
evaluation,  under  the  supervision and with the participation of the Company's
management,  including the Company's Chief Executive Officer and Chief Financial
Officer,  of  the  effectiveness  of  the  design and operation of the Company's
disclosure  controls and procedures pursuant to Exchange Act Rule 13a-14.  Based
upon  that evaluation, the Company's Chief Executive Officer and Chief Financial
Officer  concluded  that  the  Company's  disclosure controls and procedures are
effective  in  timely  alerting  them  to  material  information relating to the
Company  (including  its  consolidated  subsidiaries)  that  is  required  to be
included  in  the  Company's  periodic  filings with the Securities and Exchange
Commission.  There  have  been  no significant changes in the Company's internal
controls  or,  to  the  Company's  knowledge,  in  other  factors  that  could
significantly  affect those internal controls subsequent to the date the Company
carried  out  its  evaluation,  and  there  have been no corrective actions with
respect  to  significant  deficiencies  and  material  weaknesses.


                                                                              37
<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 27, 2003


     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>
         Title                         Signature                            Date
         -----                         ---------                            ----
<S>                      <C>                                           <C>
/s/David J. Lance        President and Chief Executive Officer,        March 27, 2003
-----------------        Director (principal executive officer)
David J. Lance

/s/Thomas M. Kinnamon    Secretary, Director                           March 27, 2003
---------------------
Thomas M. Kinnamon

/s/Rhonda C. Massengill  Chief Financial Officer
-----------------------  (principal financial and accounting officer)  March 27, 2003
Rhonda C. Massengill
</TABLE>


                                                                              37
<PAGE>
                                  CERTIFICATION


     I, David J. Lance, certify that:

     1.  I have reviewed this annual report on Form 10-KSB of North Georgia
Community Financial Partners, Inc. (the "Registrant");

     2.  Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

     3.  Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this annual report;

     4.  The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and have:

     a)  designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

     b)  evaluated the effectiveness of the Registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

     c)  presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

     5.  The Registrant's other certifying officers and I have disclosed, base
on our most recent evaluation, to the Registrant's auditors and the audit
committee of Registrant's board of directors (or persons performing the
equivalent functions):

     a)  all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability to record,
process, summarize and report financial data and have identified for the
Registrant's auditors any material weaknesses in internal controls; and

     b)  any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal controls; and

     6.  The Registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date: March 27, 2003                         /s/David J. Lance
                                             -------------------------------
                                             David J. Lance
                                             Chief Executive Officer


                                                                              38
<PAGE>
                                  CERTIFICATION


     I, Rhonda C. Massengill, certify that:

     1.  I have reviewed this annual report on Form 10-KSB of North Georgia
Community Financial Partners, Inc. (the "Registrant");

     2.  Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

     3.  Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this annual report;

     4.  The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and have:

     a)  designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

     b)  evaluated the effectiveness of the Registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

     c)  presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

     5.  The Registrant's other certifying officers and I have disclosed, base
on our most recent evaluation, to the Registrant's auditors and the audit
committee of Registrant's board of directors (or persons performing the
equivalent functions):

     a)  all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability to record,
process, summarize and report financial data and have identified for the
Registrant's auditors any material weaknesses in internal controls; and

     b)  any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal controls; and

     6.  The Registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date: March 27, 2003                         /s/Rhonda C. Massengill
                                             ----------------------------------
                                             Rhonda C. Massengill
                                             Chief Financial Officer


                                                                              39
<PAGE>
<TABLE>
<CAPTION>
                                  EXHIBIT INDEX
                                  -------------

                                                                                 Page Number in
Exhibit                                                                           Sequentially
Number                          Exhibit                                           Numbered Copy
------                          -------                                          --------------
<S>     <C>                                                                      <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.(3)

10.3*   Addendum to Employment Agreement, dated November 16, 1999, between
        North Georgia National Bank and David J. Lance.(3)

10.4*   Stock Purchase Agreement, dated September 22, 1999, between North
        Georgia National Bank and David J. Lance.(3)

10.5*   North Georgia Community Financial Partners, Inc. 2000 Stock Incentive
        Plan; form of Incentive Stock Award; form of Non-Qualified Stock Option
        Award.(3)

13.1    North Georgia Community Financial Partners, Inc. and Subsidiary
        Consolidated Financial Report, December 31, 2002.

22.1    Subsidiaries of North Georgia Community.

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

99.1    Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
        Section 906 of the Sarbanes-Oxley Act of 2002

99.2    2003 Proxy Statement sent to securities holders of North Georgia
        Community (to be filed as an amendment to this Annual Report on Form
        10-KSB)

<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.
(3)   Incorporated herein by reference to exhibit of same number to the
      Company's Annual Report on Form 10-KSB filed with the SEC on March 30,
      2001.
</TABLE>


                                                                              40
<PAGE>