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, 2003
                      -----------------

[ ]  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:  $5,599,612
                                                          ----------

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:  $8,084,538 as of March 10, 2004, based
on 577,467 shares at $14.00 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, 2004.

                      DOCUMENTS INCORPORATED BY REFERENCE
NONE.

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


<PAGE>
                                TABLE OF CONTENTS

                                                                           PAGE
                                                                           ----

PART I                                                                        1

ITEM 1    DESCRIPTION OF BUSINESS                                             1

ITEM 2    DESCRIPTION OF PROPERTIES                                          12

ITEM 3    LEGAL PROCEEDINGS                                                  13

ITEM 4    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                13

PART II                                                                      13

ITEM 5    MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED
          STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER
          PURCHASES OF EQUITY SECURITIES                                     13

ITEM 6    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS                                13

ITEM 7    FINANCIAL STATEMENTS                                               13

ITEM 8    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE                                14

ITEM 8A   CONTROLS AND PROCEDURES                                            14

PART III                                                                     14

ITEM 9    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                 14

ITEM 10   EXECUTIVE COMPENSATION                                             16

ITEM 11   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT AND RELATED STOCKHOLDER MATTERS                         17

ITEM 12   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                     19

ITEM 13   EXHIBITS, LISTS AND REPORTS ON FORM 8-K                            19

ITEM 14   PRINCIPAL ACCOUNTANT FEES AND SERVICES                             20


<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 this cautionary notice.  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.


<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.


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<PAGE>
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 June 30, 2003, 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 66% of the primary market area's total deposits.

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       71.5%

                    Commercial loans                22.4%

                    Consumer loans                   6.1%

     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 equal to 75% of
the lending limits described above; however, the Bank can make loans in excess
of the internal limit upon approval of a majority of the Board of Directors.
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.


                                        2
<PAGE>
     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.

     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, 2003, the Bank employed 27 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.


                                        3
<PAGE>
                           SUPERVISION AND REGULATION

     Both the Company and the Bank are subject to extensive state and federal
banking regulations that impose restrictions on and provide for general
regulatory oversight of their operations.  These laws generally are 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 FINANCIAL PARTNERS, INC.

     Since the Company owns all of the capital stock of the Bank, 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.

     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 the Bank'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:


                                        4
<PAGE>
     -    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.

     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;


                                        5
<PAGE>
     -    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, the Bank 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 the Bank and to
commit resources to support the Bank. 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 the Bank 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 the Bank will be
assumed by the bankruptcy trustee and entitled to a priority of payment.

NORTH GEORGIA NATIONAL

     Since the Bank 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 the Bank'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, the Bank's deposits are insured by the FDIC to the maximum extent
provided by law.  The Bank 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, the Bank 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, the Bank may acquire
branches of existing banks located in Georgia. The Bank and any other national
or state-chartered bank generally may branch across state lines by merging with
banks in other states if allowed by the applicable states' laws. Georgia law,
with limited exceptions, currently permits branching across state lines through
interstate mergers.

     Under the Federal Deposit Insurance Act, states may "opt-in" and allow
out-of-state banks to branch into their state by establishing a new start-up
branch in the state.  Currently, Georgia has not opted-in to this provision.


                                        6
<PAGE>
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 1.54 cents per $100 of
deposits for the first quarter of 2004.

     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.


                                        7
<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 the Bank.  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 the Bank 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.

     The Bank'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 ("GAFLA") imposes restrictions and procedural requirements on most
mortgage loans made in Georgia, including home equity loans and lines of credit.
On August 5, 2003, the Office of the Comptroller of the Currency issued a formal
opinion stating that the entirety of GAFLA is preempted by federal law for
national banks and their operating subsidiaries.  As a result, the Bank and are
exempt from the requirements of GAFLA.

     The deposit operations of the Bank are subject to:


                                        8
<PAGE>
     -    The Right to Financial Privacy Act, which imposes a duty to maintain
          confidentiality of consumer financial records and prescribes
          procedures for complying with administrative subpoenas of financial
          records; and

     -    The Electronic Funds Transfer Act and Regulation E issued by the
          Federal Reserve to implement that act, which govern automatic deposits
          to and withdrawals from deposit accounts and customers' rights and
          liabilities arising from the use of automated teller machines and
          other electronic banking services.

CAPITAL ADEQUACY

     The Company and the Bank 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 the Bank.  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.  The Bank 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, 2003 our ratio of total capital to
risk-weighted assets was 13.1% and our ratio of Tier 1 Capital to risk-weighted
assets was 8.36%.

     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, 2003, our leverage ratio was 8.76%. 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


                                        9
<PAGE>
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 the Bank.  The
principal sources of the Company's cash flow, including cash flow to pay
dividends to its shareholders, are dividends that the Bank pays to its sole
shareholder, the Company.  Statutory and regulatory limitations apply to the
Bank's payment of dividends to the Company as well as to the Company's payment
of dividends to its shareholders.

     The Bank 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 the Bank's net profits for that year, plus (2) the Bank's retained net
profits of the preceding two years, less any required transfers to surplus.

     The payment of dividends by the Company and the Bank 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, the Bank 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 the Bank 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 the Bank 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.  The Bank must also comply with other
provisions designed to avoid the taking of low-quality assets.


                                       10
<PAGE>
     The Company and the Bank 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.

     The Bank 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.

CONSUMER CREDIT REPORTING

     On December 4, 2003, the President signed the Fair and Accurate Credit
Transactions Act (the FAIR Act), amending the federal Fair Credit Reporting Act
(the FCRA).  These amendments to the FCRA (the FCRA Amendments) will become
effective as early as February 2004, but more likely in the third or fourth
quarter of 2004, depending on implementing regulations to be issued by the
Federal Trade Commission and the federal bank regulatory agencies.

     The FCRA Amendments include, among other things:

     -    new requirements for financial institutions to develop policies and
          procedures to identify potential identity theft and, upon the request
          of a consumer, place a fraud alert in the consumer's credit file
          stating that the consumer may be the victim of identity theft or other
          fraud;

     -    new consumer notice requirements for lenders that use consumer report
          information in connection with risk-based credit pricing programs

     -    for entities that furnish information to consumer reporting agencies
          (which would include the Bank, new requirements to implement
          procedures and policies regarding the accuracy and integrity of the
          furnished information, and regarding the correction of previously
          furnished information that is later determined to be inaccurate; and

     -    a new requirement for mortgage lenders to disclose credit scores to
          consumers.

     Prior to the effective date of the FCRA Amendments, the Company and its
affected subsidiaries will implement policies and procedures to comply with the
new rules.


                                       11
<PAGE>
     The FCRA Amendments also will prohibit a business that receives consumer
information from an affiliate from using that information for marketing purposes
unless the consumer is first provided a notice and an opportunity to direct the
business not to use the information for such marketing purposes (the "opt-out"),
subject to certain exceptions.  The Company and its subsidiaries also will
implement procedures to comply with these new rules prior to the effective date
of the rules.  We do not plan to share consumer information among our affiliated
companies for marketing purposes, except as may be allowed under exceptions to
the notice and opt-out requirements.  Because no affiliate of the Company is
currently sharing consumer information with any other affiliate of the Company
for marketing purposes, the new limitations on sharing of information for
marketing purposes will not have a significant impact on the Company.

ANTI-TERRORISM LEGISLATION

     The Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, signed
by the President on October 26, 2001, imposed new requirements and limitations
on specified financial transactions and account relationships, intended to guard
against money laundering and terrorism.  Most of these requirements and
limitations took effect in 2002.  Additional "know your customer" rules became
effective in June 2003, requiring the Bank to establish a customer
identification program under Section 326 of the USA PATRIOT Act.  The Company
and its subsidiaries implemented procedures and policies to comply with those
rules prior to the effective date of each of the rules.

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.

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.


                                       12
<PAGE>
     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, RELATED STOCKHOLDER MATTERS
            AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

     (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, 2004,
the Company had approximately 411 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


           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


FORWARD-LOOKING  STATEMENTS

This  discussion  contains  forward-looking  statements  that  involve risks and
uncertainties.  Although  North  Georgia  Community  Financial  Partners,  Inc.
believes  that  the  assumptions  underlying  the  forward-looking  statements
contained  in  the  discussion  are  reasonable, any of the assumptions could be
inaccurate,  and  therefore,  no  assurance  can  be  made  that  any  of  the
forward-looking statements included in this discussion will be accurate. Factors
that  could  cause  actual  results  to  differ  from  results  discussed  in
forward-looking statements include, but are not limited to:  economic conditions
(both  generally and in the markets where North Georgia National Bank operates);
competition  from other providers of financial services offered by North Georgia
National Bank; government regulation and legislation; changes in interest rates;
material  unforeseen  changes  in the financial stability and liquidity of North
Georgia  National Bank's credit customers; all of which are difficult to predict
and  which  may  be  beyond  the  control of North Georgia National Bank.  North
Georgia  Community  Financial  Partners, Inc. undertakes no obligation to revise
forward-looking  statements  to reflect events or changes after the date of this
discussion  or  to  reflect  the  occurrence  of  unanticipated  events.

GENERAL
North  Georgia  Community  Financial  Partners,  Inc.,  the  "Company",  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
shares  of  North Georgia National Bank, the "Bank".  The Bank began business in
February  of  1999  as  a  full-service  commercial  bank.  The Bank is the only
subsidiary  of  the Company.  The Company is located in Calhoun (Gordon County),
Georgia.

The  Bank  was  most recently examined by its primary regulatory authority in of
September  30,  2003.  All  recommendations by the regulatory authority that, in
management's  opinion,  had  material  effects  on North Georgia National Bank's
liquidity,  capital  resources  or  operations  were  immediately  implemented.

The  following  discussion  describes  our  results  of  operations  for 2003 as
compared  to  2002  (and  2002 compared to 2001) and also analyzes our financial
condition  as  of December 31, 2003 as compared to December 31, 2002.  Like most
community  banks,  we  derive most of our income from interest we receive on our
loans  and  investments.  Our primary source of funds for making these loans and
investments is our deposits, on which we pay interest.  Consequently, one of the
key  measures  of  our  success  is  our  amount  of net interest income, or the
difference  between the income on our interest-earning assets, such as loans and
investments,  and  the  expense  on  our  interest-bearing  liabilities, such as
deposits.  Another  key measure is the spread between the yield we earn on these
interest-earning assets and the rate we pay on our interest-bearing liabilities.

We  have  included  a  number  of  tables  to assist in our description of these
measures.  For  example,  the  "Average Balance Sheet and Net Interest Analysis"
table  shows  the  average  balance during 2003 and 2002 of each category of our
assets  and liabilities, as well as the yield we earned or the rate we paid with
respect to each category.  A review of this table shows that our loans typically
provide  higher  interest yields than do other types of interest earning assets,
which is why we intend to channel a substantial percentage of our earning assets
into  our  loan  portfolio.  Similarly,  the  "Changes  in  Interest  Income and
Expense"  table  helps  demonstrate  the  impact  of changing interest rates and
changing volume of assets and liabilities during the years shown.  We also track
the  sensitivity  of our various categories of assets and liabilities to changes
in interest rates, and we have included an "Interest Rate Gap Sensitivity" table
to help explain this.  Finally, we have included a number of tables that provide
detail  about  our  investment securities, our loans, and our deposits and other
borrowings.

Of  course,  there  are risks inherent in all loans, so we maintain an allowance
for  loan  losses  to  absorb  probable losses on existing loans that may become
uncollectible.  We establish and maintain this allowance by charging a provision
for  loan  losses  against  our operating earnings.  In the following section we
have  included  a detailed discussion of this process, as well as several tables
describing  our  allowance  for loan losses and the allocation of this allowance
among  our  various  categories  of  loans.

In  addition  to  earning  interest on our loans and investments, we earn income
through  fees  and  other  expenses we charge to our customers.  We describe the
various  components  of  this  noninterest  income,  as  well as our noninterest
expense,  in  the  following  discussion.


                                       13
<PAGE>
The  following  discussion and analysis also identifies significant factors that
have  affected  our  financial position and operating results during the periods
included  in  the  accompanying  financial statements.  We encourage you to read
this  discussion  and  analysis in conjunction with the financial statements and
the  related  notes  and the other statistical information also included in this
report.

EXECUTIVE  SUMMARY
In  late  2004,  the  Company  is expecting to open its first branch facility in
Calhoun, Georgia.  Management has estimated the costs of the future branch to be
approximately  $500,000  to  $750,000.  These  costs  associated  with  the  new
location may have an adverse effect on earnings for the first 12 to 18 months of
operations.

The  area  of  greatest  uncertainty  is  the cost and impact of compliance with
Sarbanes-Oxley Act of 2002.  There are two areas of the Act that will impact our
business  in the near future.  Compliance with Section 404 of the Sarbanes-Oxley
Act  requires  the  review  and  documentation  of  the  controls  within  the
organization,  including: manual controls, computer controls, security controls,
fraud  programs,  the financial reporting process and Audit Committee oversight.
The  project will require many of the Company's resources including management's
time.  The  Company  cannot  quantify  the costs with any accuracy, but based on
recent  industry surveys during the early part of 2004, even small companies are
expecting  costs  in  the  tens  of  thousands  of  dollars.

RECENT  ACCOUNTING  PRONOUNCEMENTS
Accounting  standards  that  have  been  issued  or  proposed  by  the Financial
Accounting  Standards  Board  (FASB) and other standard setting entities that do
not  require  adoption until a future date are either not directly applicable at
the  present time or are not expected to have a material impact on the Company's
consolidated  financial  statements  upon  adoption.

CRITICAL  ACCOUNTING  POLICY
The  accounting  and  financial  reporting  policies  of  the Company conform to
accounting  principles generally accepted in the United States of America and to
general  practices  within  the banking industry.  Following is a description of
the accounting policies applied by the Company, which are deemed "critical".  In
determining  which accounting policies are "critical" in nature, the Company has
identified  the  policies  that  require significant judgment or involve complex
estimates.  The  application  of  these  policies has a significant impact on he
Company's financial statements.  Financial results could differ significantly if
different  judgments  or  estimates  are  applied.

     ALLOWANCE FOR LOAN LOSSES
     The  allowance  for loan losses is established through a provision for loan
     losses  charged  to  expense. Loan losses are charged against the allowance
     when  management  believes the collectibility of the principal is unlikely.
     Subsequent  recoveries,  if  any,  are  credited  to  the  allowance.

     The  allowance  is  an  amount that management believes will be adequate to
     absorb  estimated losses relating to specifically identified loans, as well
     as  probably  credit  losses inherent in the balance of the loan portfolio,
     based  on  an  evaluation of the collectibility of existing loans and prior
     loss experience. This evaluation also takes into consideration such factors
     as  changes  in  the  nature  and  volume  of  the  loan portfolio, overall
     portfolio  quality,  reviews  of specific loan problems, concentrations and
     current  economic conditions that may affect the borrower's ability to pay.
     This evaluation does not include the effects of expected losses on specific
     loans  or  groups  of  loans  that are related to future events or expected
     changes  in economic conditions. While management uses the best information
     available  to  make its evaluation, future adjustments to the allowance may
     be  necessary  if  there are significant changes in economic conditions. In
     addition,  regulatory  agencies,  as  an integral part of their examination
     process,  periodically review the Bank's allowance for loan losses, and may
     require the Bank to make additions to the allowance based on their judgment
     about  information  available  to  them  at the time of their examinations.

     The allowance consists of specific, general and unallocated components. The
     specific component relates to loans that are classified as either doubtful,
     substandard  or special mention. For such loans that are also classified as
     impaired,  an  allowance  is established when the discounted cash flows (or
     collateral  value or observable market price) of the impaired loan is lower
     than  the  carrying  value  of  that  loan.  The  general  component covers
     non-classified  loans  and  is based on historical loss experience adjusted
     for  qualitative  factors.  An unallocated component is maintained to cover
     uncertainties  that  could affect management's estimate of probable losses.
     The  unallocated  component  of  the  allowance  reflects  the  margin  of
     imprecision  inherent  in  the  underlying  assumptions  used  in  the
     methodologies  for estimating specific and general losses in the portfolio.


                                       14
<PAGE>
STATEMENTS  OF  EARNINGS  REVIEW
Net  earnings  were  $1,133,789  in  2003, compared to $725,062 in 2002. Diluted
earnings  per  share  were  $1.20  for  2003  compared to $.78 reported in 2002.
Return on average assets and return on average stockholders' equity for 2003 was
1.24%  and  12.98%, respectively compared with .95% and 9.38%, respectively, for
2002.

Net  interest income increased by $308,983 or 11.5% in 2003 compared to $985,226
or  57.8%  in  2002.  Net  interest  income at December 31, 2003, was $2,997,702
compared  to  $2,688,719 in 2002. Net yield on interest earning assets (3.48% in
2003 and 3.77% in 2002) decreased by 29 basis points in 2003 from 2002, a direct
result  of  interest  rate  cuts  by  the Federal Reserve in 2003.  Net interest
income  in  2002  was  $2,688,719  compared  to $1,703,493 in 2001. Net yield on
interest  earning  assets  was  3.77%  in  2002  and  3.14%  in  2001.

The  Bank's  earnings  depend to a large degree on net interest income, which is
the  difference  between the interest income received from its investments (such
as  loans,  investment  securities,  federal  funds sold, etc.) and the interest
expense  which  is  paid  on  deposits  and  other  liabilities.

The  banking  industry  uses two key ratios to measure relative profitability of
net  interest  income.  The  net  interest  rate  spread measures the difference
between  the  average yield on interest earning assets and the average rate paid
on  interest bearing liabilities. The interest rate spread eliminates the impact
of non-interest bearing deposits and gives a direct perspective on the effect of
market  interest  rate  movements.  The  net  interest  margin is defined as net
interest  income as a percent of average total interest earning assets and takes
into  account  the  positive  impact  of investing noninterest-bearing deposits.

The  net  interest  spread  was  3.29%  in 2003 and 3.51% in 2002, while the net
interest  margin  was  3.48% in 2003 and 3.77% in 2002.  The net interest margin
has  continued  to decline over the past two years as market interest rates have
fallen.  As  the  competition  matched  market rates, pressure was placed on the
established floor rate and it was lowered for all new credits in 2003.  Although
interest  rates  have  stabilized, a slight further decline is possible as loans
which  contain  a  re-pricing  provision  are renegotiated.  Management believes
interest  rates  will  remain  stable  or  slightly  increase in the foreseeable
future,  and  if  this is the case, the net interest margin will also stabilize.
The  Bank  has  continued  to  see an increase in net interest income, which was
driven  by  volume  increases  in  loans.

The  following  table  shows,  for  the past two years, the relationship between
interest  income  and  interest  expense  and  the  average balances of interest
earning  assets  and  interest  bearing  liabilities.

<TABLE>
<CAPTION>
TABLE 1
AVERAGE BALANCE SHEETS AND NET INTEREST ANALYSIS
(in thousands)

                                                             For the Years Ended December 31
                                                ----------------------------------------------------------
                                                              2003                          2002
                                                ----------------------------------------------------------
                                                  Average              Yield/    Average            Yield/
                                                  Balance   Interest    Rate     Balance  Interest  Rate
                                                ----------  --------  --------  --------  --------  ------
<S>                                             <C>         <C>       <C>       <C>       <C>       <C>
Assets:
Interest earnings assets:
  Loans (including loan fees)                   $  60,311     3,881      6.43%    45,829     3,113   6.79%
  Investment securities                            23,470       772      3.29%    23,261     1,240   5.33%
  Interest bearing deposits with other banks          158         3      1.90%         -         -      -
  Federal funds sold                                2,112        21       .99%     2,310        35   1.51%
                                                ----------  --------            --------  --------
Total interest earning assets                      86,051     4,677      5.44%    71,400     4,388   6.15%
                                                            --------                      --------
Other non-interest earnings assets                  5,672                          5,032
                                                ----------                      --------
      Total assets                              $  91,723                         76,432
                                                ==========                      ========


<PAGE>
Liabilities and stockholders' equity:
Interest-bearing liabilities:
  Deposits:
    Interest-bearing demand and savings         $  39,383       633      1.61%   41,124        888   2.16%
      Time                                         32,767       936      2.86%   18,730        719   3.84%
Other borrowings and securities sold
   under repurchase agreements                      5,906       111      1.88%    4,504         92   2.04%
                                                ----------  --------            --------  --------
    Total interest-bearing liabilities             78,056     1,680      2.15%   64,358      1,699   2.64%
                                                            --------  --------            --------  ------
Non-interest bearing deposits                       4,741                         4,135
Other liabilities                                     190                           212
Stockholders' equity                                8,736                         7,727
                                                ----------                      --------
      Total liabilities and stockholders'
       equity                                   $  91,723                        76,432
                                                ==========                      ========
Excess of interest-earning assets over
 interest-bearing liabilities                   $   7,995                         7,187
                                                ==========                      ========
Ratio of interest-earning assets to interest
 bearing liabilities                               110.24%                       110.94%
                                                ==========                      ========
Net interest income                                           2,997                          2,689
                                                            ========                      ========
Net interest spread                                                       3.29%                      3.51%
                                                                      =========                     ======
Net interest yield on interest earning assets                             3.48%                      3.77%
                                                                      =========                     ======
</TABLE>

Non-accrual  loans  and the interest income that was recorded on these loans, if
any,  are  included  in the yield calculation for loans in all periods reported.

The  Company has no tax-exempt income, therefore all amounts are pre-tax yields.

Interest  income  on loans for the years end December 31, 2003 and 2002 includes
loan  fees  in  the  amount  of  $99,865  and  $35,000,  respectively.

The  following table shows the relative impact on net interest income of changes
in  the  average  outstanding  balances  (volume) of interest earning assets and
interest  bearing  liabilities  and  the rates earned and paid by the Company on
such  assets  and liabilities. Variances resulting from a combination of changes
in rate and volume are allocated in proportion to the absolute dollar amounts of
the  change  in  each  category.

<TABLE>
<CAPTION>
TABLE  2
CHANGES IN INTEREST INCOME AND EXPENSE
(in  thousands)

                                                    Increase (decrease) due to changes in:
                                                   2003 over 2002           2002 over 2001
                                               -----------------------  ----------------------
                                               Volume   Rate    Total   Volume   Rate    Total
                                               ------  ------  -------  ------  -------  -----
<S>                                            <C>     <C>     <C>      <C>     <C>      <C>
Interest income on:
  Loans (including loan fees)                  $ 846     (78)     768     745     (574)   171
  Investment securities                           11    (479)    (468)    555     (105)   450
  Interest bearing deposits with other banks       -       3        3       -        -      -
  Federal funds sold                              (6)     (8)     (14)    (91)     (93)  (184)
                                               ------  ------  -------  ------  -------  -----
      Total interest earning assets              851    (562)     289   1,209     (772)   437
                                               ------  ------  -------  ------  -------  -----
Interest expense on:
  Deposits:
    Interest-bearing demand and savings          (36)   (219)    (255)    299     (703)  (404)
    Time                                         436    (219)     217     191     (412)  (221)
  Other borrowings and securities sold under
    repurchase agreements                         27      (8)      19      87      (10)    77
                                               ------  ------  -------  ------  -------  -----
      Total interest-bearing liabilities         427    (446)     (19)    577   (1,125)  (548)
                                               ------  ------  -------  ------  -------  -----
Increase (decrease) in net interest income     $ 424    (116)     308     632      353    985
                                               ======  ======  =======  ======  =======  =====
</TABLE>


                                       15
<PAGE>
Other  operating  income  in 2003 of $922,259 increased from 2002 by $414,021 or
81.5%.  The  increase was primarily due to a $90,930 increase in service charges
on  deposit accounts and a $255,954 increase in security gains.  The increase in
service  charges  on  deposit  accounts was due to the increase in the number of
deposit  accounts  and  the  related  service  charge income associated with the
accounts.   The  increase  in  security  gains resulted from the Company selling
securities in 2003 with gains.  The Company did not sell any securities in 2002.

Other  expenses  increased  in 2003 by $426,860 (18.4%) over the 2002 balance of
$2,318,895.    The increase is primarily attributable to an increase in salaries
and  employee  benefits  of  $287,976.  The  increase  in  salaries and employee
benefits  is  due  to  general salary increases and the addition of a commercial
lender  and a consumer lender.  The remainder of the increase in other operating
expenses  is  due  to  an  increase in legal fees of $37,898, accounting fees of
$37,641,  printing supplies of $18,756 and data processing fees of $71,160.  The
increase  in  legal  fees  is  primarily  due  to  legal  review  of  contracts.
Accounting  fees  increased  due to the Bank outsourcing its compliance reviews.
Printing  supply  expense  increased  due  to  a  system  conversion during 2004
requiring  new  forms.  Data  processing  fees  increased  as a result of a data
processing  system  conversion  and  an  increase  in  the  items  processed.

BALANCE  SHEET  REVIEW
During  2003,  average  total  assets  increased  $15,291,000 (20.0%) over 2002.
Average  deposits increased $12,902,000 (20.2%) in 2003 over 2002. Average loans
increased  $14,482,000  (31.6%)  in  2003  over  2002.   In  2002, average total
assets  increased  $17,900,000  (30.6%)  over  2001.  Average deposits increased
$13,294,000  (26.2%)  in  2002  over  2001.  Average loans increased $10,142,000
(28.4%)  in  2002  over  2001.

Total assets at December 31, 2003, were $103,350,334, representing a $22,437,046
(27.7%)  increase  from  December 31, 2002. Total deposits increased $21,522,341
(32.6%)  from 2002 to 2003 while total gross loans increased $20,740,492 (40.7%)
during  2003.  Time  deposits  increased $19,711,956 from 2002 to 2003 while all
other  deposit  accounts  increased $1,810,385 in 2003. As the Bank continues to
grow,  loan  demand  has remained strong. Loan increases were funded principally
with  increases  in  deposit accounts, and to a lesser degree, Federal Home Loan
Bank  advances.

Total  assets at December 31, 2002, were $80,913,288, representing a $10,182,170
(14.4%)  increase  from  December  31, 2001. Total deposits increased $2,803,641
(4.4%)  from  2001 to 2002 while total gross loans increased $10,285,212 (25.3%)
during  2002. Time deposits increased $7,003,000 (44.4%) from 2001 to 2002 while
all  other  deposit accounts decreased $4,199,359 in 2002. As the Bank continues
to  grow,  loan  demand  has  remained  strong.

INVESTMENTS
The  investment  portfolio  consists  of  debt securities and to a lesser extent
equity  securities,  which  provide  the  Bank  with a source of liquidity and a
long-term,  relatively  stable  source  of  income. Additionally, the investment
portfolio  provides  a  balance  to  interest  rate  and  credit  risk  in other
categories  of the balance sheet while providing a vehicle for the investment of
available  funds,  furnishing  liquidity,  and supplying securities to pledge as
required  collateral  for  certain  deposits.

TABLE  3
INVESTMENT  PORTFOLIO
(in thousands)

The  following  table  shows  the  carrying  value  of the Bank's securities, by
security  type,  as  of  December  31,  2003  and  2002:

<TABLE>
<CAPTION>
                                         2003      2002
                                       ---------  ------
<S>                                    <C>        <C>
United States treasuries and agencies  $  12,860   9,955
Mortgage-backed securities                11,365  10,149
Municipal securities                         100       -
Equity securities                              -   2,860
                                       ---------  ------
                                       $  24,325  22,964
                                       =========  ======
RESTRICTED EQUITY SECURITIES           $     833     621
                                       =========  ======
</TABLE>

The  following  table  presents the expected maturity of the total securities by
maturity  date  and average yields based on amortized cost at December 31, 2003.
The  composition and maturity/repricing distribution of the securities portfolio
is subject to change depending on rate sensitivity, capital and liquidity needs.


                                       16
<PAGE>
<TABLE>
<CAPTION>
TABLE 4
EXPECTED MATURITY OF SECURITIES
(in thousands)

                           United States   Mortgage-               Weighted
Maturities at             Treasuries and     Backed    Municipal   Average
December 31, 2003            Agencies      Securities  Securities   Yields
------------------------  ---------------  ----------  ----------  --------
<S>                       <C>              <C>         <C>         <C>
After 1 through 5 years   $         8,124       7,142         100     2.77%
After 5 through 10 years            4,736       1,135           -     4.60%
After 10 years                          -       3,088           -     4.25%
                          ---------------  ----------  ----------
                          $        12,860      11,365         100     3.40%
                          ===============  ==========  ==========
</TABLE>

Mortgage  backed  securities  are included in the maturities categories in which
they  are  anticipat-ed  to be repaid based on scheduled maturities.  Yields are
calculated  on  a  pre-tax  basis.

<TABLE>
<CAPTION>
TABLE  5
LOAN  PORTFOLIO
(in  thousands)

The  following  table  presents loans by type at the end of each of the last two
years.

                                      December 31,
                                    ----------------
                                     2003     2002
                                    -------  -------
<S>                                 <C>      <C>
Commercial                          $16,029   11,575
Real estate                          51,209   35,327
Consumer                              4,402    3,997
                                    -------  -------
                                     71,640   50,899
  Less: Allowance for loan losses       874      675
                                    -------  -------
    Loans, net                      $70,766   50,224
                                    =======  =======
</TABLE>

The following table sets forth the maturity distribution of all loans, including
the  interest  rate  sensitivity  as  of  December  31,  2003:

<TABLE>
<CAPTION>
TABLE 6
LOAN  PORTFOLIO  MATURITY
(in  thousands)

Maturity       Commercial   Real Estate  Consumer  Total
               -----------  -----------  --------  ------
<S>            <C>          <C>          <C>       <C>
Within 1 year  $    11,486       21,778     1,043  34,307
1 to 5 years         4,543       23,396     3,261  31,200
After 5 years            -        6,035        98   6,133
               -----------  -----------  --------  ------
Totals         $    16,029       51,209     4,402  71,640
               ===========  ===========  ========  ======
</TABLE>


                                       17
<PAGE>
<TABLE>
<CAPTION>
                   Fixed    Variable
                 Interest   Interest
                   Rates     Rates    Total
                 ---------  --------  ------
<S>              <C>        <C>       <C>
Commercial:
  Within 1 year  $   3,078     8,408  11,486
  1 to 5 years       4,543         -   4,543
  After 5 years          -         -       -
                 ---------  --------  ------
                     7,621     8,408  16,029
                 ---------  --------  ------
Real Estate:
  Within 1 year     13,266     8,512  21,778
  1 to 5 years      22,827       569  23,396
  After 5 years      6,035         -   6,035
                 ---------  --------  ------
                    42,128     9,081  51,209
                 ---------  --------  ------
Consumer:
  Within 1 year        955        88   1,043
  1 to 5 years       3,261         -   3,261
  After 5 years         98         -      98
                 ---------  --------  ------
                     4,314        88   4,402
                 ---------  --------  ------
                 $  54,063    17,577  71,640
                 =========  ========  ======
</TABLE>

The provision for loan losses in 2003 was $255,000 compared to $153,000 in 2002.
The  provision  for  loan  losses  continues to reflect management's estimate of
potential loan losses inherent in the portfolio and the creation of an allowance
for  loan  losses  adequate to absorb such losses. The allowance for loan losses
represented  approximately  1.2% and 1.3% of total loans outstanding at December
31,  2003  and  2002,  respectively.  Net  charge-offs  were $56,596, $4,946 and
$36,948  in  2003 and 2002, respectively.  Management believes that these levels
of  allowance  are  appropriate  based  upon  the  Bank's loan portfolio and the
current  economic  conditions.

North  Georgia  National  Bank  outsources  the  loan review function. Loans are
reviewed  annually and placed in various loan grading categories which assist in
developing lists of potential problem loans. These loans are monitored to ensure
early  identification  of  repayment problems so that adequate allowances can be
made  through  the  provision  for  loan  losses.  The formal allowance for loss
adequacy  test is performed at month end. Specific amounts of loss are estimated
on  problem loans and historical loss percentages (using peer group loss ratios)
are  applied  to  the  balance  of  the  portfolio  using  certain  portfolio
stratifications.  Additionally,  the  evaluation  takes  into consideration such
factors  as  changes  in  the  nature  and volume of the loan portfolio, current
economic  conditions,  regulatory examination results, and the existence of loan
concentrations.

Management's  judgment  in determining the adequacy of the allowance is based on
evaluations  of  the  collectibility  of  loans.  These  evaluations  take  into
consideration  such  factors  as  changes  in  the nature and volume of the loan
portfolio, current economic conditions that may affect the borrower's ability to
pay,  overall  portfolio  quality,  and  review  of specific problem loans.  The
results  are  compared  to  the  recorded allowance for loan losses and material
differences  are  adjusted  by  increasing  or decreasing the provision for loan
losses.  Management  uses  an  external  loan  review  process  to challenge and
corroborate  its  loan  grading  system  and  provide  additional  analysis  in
determining  the  adequacy  of  the  allowance  for  loan  losses and the future
provisions  for  estimated  loan  losses

Management  believes  that  the  allowance  for  loan  losses is adequate. While
management  uses  available  information  to  recognize  losses on loans, future
additions  to  the  allowance  may  be  necessary  based  on changes in economic
conditions.  In  addition,  regulators, as an integral part of their examination
process,  periodically  review  the  Bank's  allowance  for  loan  losses.  Such
regulators may require the Bank to recognize additions to the allowance based on
their  judgments  of  information  available  to  them  at  the  time  of  their
examination.

The  following  table  presents  a  summary of changes in the allowance for loan
losses  for  each  of  the  past  three  years.


                                       18
<PAGE>
<TABLE>
<CAPTION>
TABLE 7
ALLOWANCE  FOR  LOAN  LOSSES
(in  thousands)

                                                  December 31,
                                               -----------------
                                                2003      2002
                                               -------  --------
<S>                                            <C>      <C>
Balance at beginning of year                   $  675       527
Charge-offs:
  Commercial                                       61        13
  Real estate                                      21        20
  Installment loans to individuals                 11         7
                                               -------  --------
                                                   93        40
                                               -------  --------
Recoveries:
  Commercial                                       33        19
  Real estate                                       -         -
  Installment loans to individuals                  3        16
                                               -------  --------
                                                   36        35
                                               -------  --------
Net charge-offs                                    57         5
                                               -------  --------
Additions charged to operations                   255       153
                                               -------  --------
Balance at end of year                         $  873       675
                                               =======  ========
Ratio of net charge-offs during the period to
average loans outstanding during the period
                                                  .09%      .01%
</TABLE>

     The  following  summarizes  past  due and non-accrual loans for the periods
presented:

<TABLE>
<CAPTION>
                                                       2003     2002
                                                     --------  -------
<S>                                                  <C>       <C>
Other real estate                                    $271,600        -
Accruing loans 90 days or more past due              $      -        -
Non-accrual loans                                    $  5,500  213,000
Interest on non-accrual loans which would have been
  reported                                           $ 11,000   10,000
</TABLE>

As  of  December  31,  2003,  non-performing assets totaled $277,100 compared to
$213,000  at  December 31, 2002, an increase of $64,000 or 30.1%.  The $5,500 of
non-accrual  loans  at December 31, 2003 was comprised of one consumer auto loan
that has been paid current in 2004 and returned to full interest accrual status.
The  $213,000  of  non-accrual loans at December 31, 2002 were real estate loans
that  were  foreclosed  and subsequently sold during 2003.  No material gains or
losses  were  recognized  on  the  sales.  The  $271,600 of other real estate at
December  31,  2003  is  a result of foreclosures of a commercial property and a
residential property of one customer, which is expected to be sold in 2004.  The
Company  does  not  expect  to  incur  any  losses  on the sale of the property.

The  Bank has $5,500 and $213,000 of loans on non-accrual status at December 31,
2003  and  2002.   While there may be additional loans in the portfolio that may
become  classified  as  conditions  indicate,  management  is  not  aware of any
potential  problem  or  restructured  loans.

A  loan  is  placed  on  non-accrual  status when, in management's judgment, the
collection  of  interest  appears  doubtful. As a result of management's ongoing
review of the loan portfolio, loans are classified as non-accrual generally when
they  are past due in principal or interest payments for more than 90 days or it
is otherwise not reasonable to expect collection of principal and interest under
the  original  terms. Exceptions are allowed for 90 day past due loans when such
loans  are  well  secured  and  in  process  of  collection. Generally, payments
received  on  non-accrual  loans  are  applied  directly  to  principal.

DEPOSITS
Time  deposits  of $100 thousand and greater totaled $22,645,070 at December 31,
2003, compared with $10,226,007 at year-end 2002. The following table sets forth
the  scheduled  maturities  of  time  deposits  of  $100 thousand and greater at
December  31,  2003.


                                       19
<PAGE>
<TABLE>
<CAPTION>
TABLE  8
TIME  DEPOSITS  $100,000  AND  GREATER
(in  thousands)

<S>                        <C>
Within 3 months            $ 2,567
After 3 through 6 months     1,714
After 6 through 12 months    7,858
After 12 months             10,506
                           -------
      Total                $22,645
                           =======
</TABLE>

LIQUIDITY
The  Bank  must  maintain,  on  a  daily  basis,  sufficient  funds to cover the
withdrawals from depositors' accounts and to supply new borrowers with funds. To
meet  these obligations, the Bank keeps cash on hand, maintains account balances
with  its  correspondent  banks, and purchases and sells federal funds and other
short-term  investments.  Asset  and  liability  maturities  are monitored in an
attempt  to match these to meet liquidity needs. It is the policy of the Bank to
monitor  its  liquidity  to meet regulatory requirements and their local funding
requirements.

The Bank maintains relationships with correspondent banks that can provide funds
to  it  on  short notice, if needed. Presently, the Bank has arrangements with a
commercial  bank  for  short  term  unsecured  advances  up  to  $8,200,000.

Cash  and due from banks increased $816,622 to a total of $2,835,258 at December
31,  2003, as cash flows provided by financing and operating activities outpaced
cash  flows  used  by investing activities. Cash inflows from operations totaled
$1,243,825 in 2003, while inflows from financing activities totaled $21,565,750,
most  of  which  was  a  change  in  net  deposits  during  2003 of $21,522,341.

Investing  activities  used  $21,992,953  of  cash,  principally composed of net
advances  of  loans  to  customers  of  $21,068,713  and purchases of investment
securities of $27,153,960 during 2003, offset by $25,598,847, net proceeds, from
investment  liquidations.

See  the consolidated statements of cash flows in the financial statements for a
more  complete  analysis  of  cash  flows.

CAPITAL  RESOURCES
The  Company  and  the  Bank  continues to maintain adequate capital ratios. The
following  table  presents the consolidated and Bank regulatory capital position
at  December  31,  2003:

<TABLE>
<CAPTION>
TABLE  9
CAPITAL  RATIOS

                                              2003            2002
                                        ----------------  --------------
                                        Consol.   Bank    Consol.  Bank
                                        ------  --------  ------  ------
<S>                                     <C>     <C>       <C>     <C>
Total Capital to Risk Weighted Assets   13.06%    12.99%  14.85%  14.75%
Minimum requirement                      8.00%     8.00%   8.00%   8.00%
                                        ------  --------  ------  ------
Excess                                   5.06%     4.99%   6.85%   6.75%
                                        ======  ========  ======  ======
Tier 1 Capital to Risk Weighted Assets  11.91%    11.84%  13.68%  13.58%
Minimum requirement                      4.00%     4.00%   4.00%   4.00%
                                        ------  --------  ------  ------
Excess                                   7.91%     7.84%   9.68%   9.58%
                                        ======  ========  ======  ======
Tier 1 Capital to Average Assets         8.76%     8.71%  10.08%  10.01%
Minimum requirement                      4.00%     4.00%   4.00%   4.00%
                                        ------  --------  ------  ------
Excess                                   4.76%     4.71%   6.08%   6.01%
                                        ======  ========  ======  ======
</TABLE>

Average  equity  to  average  assets  was  9.52%  in 2003 and 10.11% in 2002. No
dividends  have  been  declared or paid since inception.  There are no immediate
plans  to  initiate  regular  dividends.


                                       20
<PAGE>
ASSET/LIABILITY  MANAGEMENT
It  is  the  Company's  objective  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. Certain
officers  are  charged  with  the  responsibility  for  monitoring  policies and
procedures  that  are  designed  to  ensure  acceptable  composition  of  the
asset/liability mix. It is the overall philosophy of management to support asset
growth  primarily through growth of core deposits, which include deposits of all
categories  made  by  local  individuals,  partnerships  and  corporations.  The
objective  of the policy is to control interest sensitive assets and liabilities
so  as  to  minimize  the  impact  of substantial movements in interest rates on
earnings.

The asset/liability mix is monitored on a regular basis. A report reflecting the
interest  sensitive  assets  and  interest sensitive liabilities is prepared and
presented to the Board of Directors on a monthly basis.  One method to measure a
bank's  interest  rate  exposure  is  through  its  repricing  gap.  The  gap is
calculated  by taking all assets that reprice or mature within a given timeframe
and  subtracting  all  liabilities that reprice or mature within that timeframe.
The  difference  between  these  two  amounts is called the "gap", the amount of
either  liabilities or assets that will reprice without a corresponding asset or
liability  repricing.

A negative gap (more liabilities repricing than assets) generally indicates that
the  bank's  net  interest  income will decrease if interest rates rise and will
increase  if  interest  rates  fall. A positive gap generally indicates that the
bank's  net  interest  income  will  decrease if rates fall and will increase if
rates  rise.

The  following  table  summarizes  the  amounts  of  interest-earning assets and
interest-bearing liabilities outstanding at December 31, 2003, that are expected
to mature, prepay or reprice in each of the future time periods shown. Except as
stated  below, the amount of assets or liabilities that mature or reprice during
a  particular  period was determined in accordance with the contractual terms of
the  asset  or  liability.  Adjustable  rate loans are included in the period in
which  interest  rates are next scheduled to adjust rather than in the period in
which  they  are  due,  and  fixed rate loans and mortgage-backed securities are
included  in  the  periods  in  which they are anticipated to be repaid based on
scheduled  maturities.  The  Bank's savings accounts and interest-bearing demand
accounts (NOW and money market deposit accounts), which are generally subject to
immediate  withdrawal,  are  included  in  the  "Three Months or Less" category,
although  historical experience has proven these deposits to be more stable over
the  course  of  a  year.

<TABLE>
<CAPTION>
TABLE  10
INTEREST  RATE  GAP  SENSITIVITY
(in  thousands)

                                                   At December 31, 2003
                                                 Maturing or Repricing in
                                    --------------------------------------------------
                                       Three       Four
                                     Months or   Months to    1 to 5   Over 5
                                       Less      12 Months    Years     Years   Total
                                    ------------------------------------------  ------
<S>                                 <C>          <C>         <C>       <C>      <C>
Interest-earning assets:
  Interest-bearing deposits with
    other banks                     $       23           -         -        -       23
                                                                                24,325
  Loans                                 21,844      12,463    31,200    6,133   71,640
  Other investments                          -           -         -      833      833
                                    -----------  ----------  --------  -------  ------
Total interest-bearing assets           21,867      12,563    46,466   15,925   96,821
                                    -----------  ----------  --------  -------  ------
Interest-bearing liabilities:
  Deposits:
    Demand and savings                  45,078           -         -        -   45,078
    Time deposits                        4,747      22,140    15,398      209   42,494
    Other borrowings and
    securities sold under
    repurchase agreements                1,274           -     3,000    2,000    6,274
                                    -----------  ----------  --------  -------  ------
Total interest-bearing liabilities  $   51,099      22,140    18,398    2,209   93,846
                                    -----------  ----------  --------  -------  ------
Interest sensitive difference          (29,232)     (9,577)   28,068   13,716    2,975
                                    -----------  ----------  --------  -------  ------
   per period
Cumulative interest sensitivity
   difference                          (29,232)    (38,809)  (10,741)   2,975
Cumulative difference to total
   assets                               (28.3%)     (37.6%)   (10.4%)     2.9%
</TABLE>


                                       21
<PAGE>
At  December  31, 2003, the difference between the Bank's liabilities and assets
repricing  or  maturing  within  one year was $38.8 million. Due to an excess of
liabilities  repricing  or  maturing  within  one year, a rise in interest rates
would  cause  the  Bank's  net  interest  income  to  decline.

Certain  shortcomings  are  inherent  in the method of analysis presented in the
foregoing  table.  For example, although certain assets and liabilities may have
similar  maturities or periods to repricing, they may react in different degrees
or  at  different  points  in  time  to  changes  in  market  interest  rates.
Additionally,  certain  assets, such as adjustable-rate mortgages, have features
that restrict changes in interest rates, both on a short-term basis and over the
life of the asset. Changes in interest rates, prepayment rates, early withdrawal
levels  and the ability of borrowers to service their debt, among other factors,
may  change  significantly  from  the  assumptions  made  in  the  table.

Management  takes  other  factors  into consideration in monitoring the interest
rate  gap, which are not represented in this table.  Loans are a mix of variable
and fixed rate accounts.  In the table above the variable rate loans are slotted
by  the next rate adjustment date.  Fixed rate loans are slotted by the maturity
date.  Most  of the fixed rate loans, which are slotted by maturity date, have a
re-pricing opportunity due to a rate call feature.  The rate call feature allows
the  bank  to re-price the loans at a three- or five-year interval (depending on
the  note  agreement)  after  the loan is made.  Approximately 75% of the Bank's
loans are in this category.  Another factor that is not represented in the table
is  loans  which  have variable interest rates, which have reached a floor limit
are  automatically  slotted  by  their  maturity  date  and  no  longer by their
re-pricing  date.  This is a correct assumption in a declining rate environment,
as  the  loan  rate  cannot  reduce  below  its floor; however, in a rising rate
environment, these loans will re-price upward and reduce the pressure on the net
interest  margin.  The  bank  had  approximately  $2  million  in loans that are
sitting  at  established  floor  rates.

The  internal  model used by Management to monitor Interest Rate Gap Sensitivity
makes  assumptions based on Management's experience about the composition of the
banks  deposit  and  loan portfolios as well as historical trends.  For example,
$2,000,000  of  the  Company's  time  deposits contain a feature to increase the
interest rate one time in the original maturity.  It is our experience that only
a small proportion of those eligible will reset the interest rate. Additionally,
a  modest  rise  in  interest rates in one category of deposit accounts will not
entice  all  account  holders  to move to a different account type. The internal
model  which  is  reviewed  quarterly  by  Management shows the bank more evenly
balanced  in  the  1 and 3 year time horizons and as asset sensitive in all time
frames.  Under  this scenario a rise in interest rates would cause North Georgia
Community  Financial  Partners,  Inc.'s  net  interest  income  to  increase.


OFF-BALANCE  SHEET  ARRANGEMENTS
In the normal course of business, the Bank enters into certain off-balance sheet
transactions  that  are  connected  with  meeting  the  financing  needs  of its
customers.  These  off-balance  sheet  arrangements consist of letters of credit
and  commitments  to  extend  credit.  These  off-balance sheet arrangements are
discussed  in  detail  in  note  12  to  the  consolidated financial statements.

INFLATION
Inflation  impacts the growth in total assets in the banking industry and causes
a  need  to  increase equity capital at higher than normal rates to meet capital
adequacy  requirements. The Bank copes with the effects of inflation through the
management  of  its  interest  rate  sensitivity  gap  position, by periodically
reviewing  and  adjusting its pricing of services to consider current costs, and
through managing its level of net income relative to its dividend payout policy.


                                       22
<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, 2003.


                                       23
<PAGE>
ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
            FINANCIAL DISCLOSURE

     None.

ITEM 8A.     CONTROLS AND PROCEDURES

     At the end of the period covered by 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 changes in the Company's internal controls over
financial reporting during the quarter ended December 31, 2003 that have
materially affected, or are reasonably likely to material affect, the Company's
internal control over financial reporting.


                                    PART III

ITEM 9.     DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Set forth below is information regarding the directors and executive
officers of the Company.  Each of the directors of the Company also serves as a
director of the Bank.  Directors of the Bank serve for a term of one year and
are elected by the Company each year at the Bank's annual meeting of
shareholders.  The Bank's officers are appointed by and hold office at the will
of its board of directors.

     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, 2003; (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 (49)                 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 (58)             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)


                                       24
<PAGE>
Ernest M. Acree, Jr. (57)           2003       Certified Public Accountant

Jim Griffin (53)                    2003       Chief Financial Officer of Precision Products, Inc;
                                               previously Certified Public Accountant with Acree,
                                               Ginright and Company


B.  EXECUTIVE OFFICER WHO IS
       NOT ALSO A DIRECTOR     OFFICER SINCE
                               -------------

Rhonda C. Massengill (49)           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.

MEETINGS AND COMMITTEES OF THE BOARD

     During the year ended December 31, 2003, the Board of Directors of the
Company held one meeting and the Board of Directors of the Bank held 10
meetings.  All incumbent directors attended at least 75% of the total number of
meetings of the Company's Board of Directors and committees of the board on
which they serve.

     AUDIT COMMITTEE.  The Board of Directors has established an Audit
Committee, which recommends to the Board of Directors the independent public
accountants to be selected to audit the Company's annual financial statements,
evaluates internal accounting controls, reviews the adequacy of the internal
audit budget, personnel and plan, and determines that all audits and exams
required by law are performed fully, properly, and in a timely fashion.  The
Audit Committee is also responsible for overseeing compliance with the Community
Reinvestment Act.  The Board of Directors has not adopted a written charter for
the Audit Committee.  During the fiscal year ended December 31, 2003, the Audit
Committee held 10 meetings.

     The Audit Committee members are Jim T. Griffin, Michael E. Jinright and
John D. Oxford.  Although none of the Audit Committee members meets the criteria
specified under applicable Securities and Exchange Commission ("SEC")
regulations for an "audit committee financial expert," the Board believes that
each has the financial knowledge, business experience and independent judgment
necessary for service on the Audit Committee.

CODE OF ETHICS

     The Company has adopted a code of ethics that applies to its principal
executive, financial and accounting officers.  A copy of the code of ethics may
be obtained, without charge, upon written request addressed to North Georgia
National Bank, 350 West Belmont Drive, Calhoun, Georgia 30701, Attention:  Chief
Financial Officer.  The request may be delivered by letter to the address set
forth above or by fax to the attention of the Company's Chief Financial Officer
at (706) 629-7795.


                                       25
<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, 2003, 2002 and 2001.  No other executive officer of
the Company earned over $100,000 in salary and bonus during the year ended
December 31, 2003.

<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,      2003  164,177(1)     1000         0            0            0           0  30,843(3)
President and Chief
Executive Officer    2002  159,698(1)   16,000         0            0            0           0  52,715(3)

                     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.

     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.


                                       26
<PAGE>
     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 2003

     No stock options were granted to our executive officers in fiscal year
2003.

OPTIONS EXERCISED IN FISCAL YEAR 2003

     No stock options were exercised by our executive officers in fiscal year
2003.

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, 2003            December 31, 2003
                                                  ------------------------------  --------------------------------
                        Shares
                      Acquired on      Value
Name                  Exercise (#)  Realized ($)   Exercisable    Unexercisable     Exercisable     Unexercisable
--------------------  ------------  ------------  --------------  --------------  ----------------  --------------
<S>                   <C>           <C>           <C>             <C>             <C>               <C>

David J. Lance                   0             0          99,000          16,000  $        297,000  $       48,000

Rhonda C. Massengill             0             0           7,000           8,000  $         21,000  $       24,000
</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 AND
             RELATED STOCKHOLDER MATTERS

     The following table sets forth the number of shares of the Company's common
stock beneficially owned as of March 10, 2004 by (a) each executive officer and


                                       27
<PAGE>
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.  Additionally, the address of each
person is 350 West Belmont Drive, Calhoun, Georgia 30701.

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

<TABLE>
<CAPTION>
                                   NUMBER     PERCENT
NAME                               OF SHARES  OF CLASS  NATURE OF BENEFICIAL OWNERSHIP
---------------------------------  ---------  --------  -------------------------------------------------
<S>                                <C>        <C>       <C>

DIRECTORS:
---------
  David J. Lance                     148,650      14.6  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
                                                        32,000 shares of Company common stock granted
                                                        to Mr. Lance under the North Georgia Community
                                                        2000 Incentive Stock Option Plan.

  Thomas M. Kinnamon                 143,550      15.7

  Ernest M. Acree                     76,000       8.3

  Jim Griffin                         73,000       8.0

EXECUTIVE OFFICERS:
------------------

  Rhonda C. Massengill                 7,500         *  Includes an exercisable option to purchase 7,000
                                                        shares of Company common stock granted to Ms.
                                                        Massengill under the North Georgia Community
                                                        2000 Incentive Stock Option Plan.

ALL DIRECTORS AND EXECUTIVE          448,700      44.0
OFFICERS AS A GROUP (5 PERSONS)
</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 2000 Stock Incentive Plan.


                                       28
<PAGE>
<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                                       149,500                      11.00                     250,500

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

Total                                         149,500                      11.00                     250,500
</TABLE>

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.

ITEM 13.     EXHIBITS, LISTS AND REPORTS ON FORM 8-K

     (a)     Exhibits

<TABLE>
<CAPTION>
Exhibit
Number                                              Exhibit
-------  ---------------------------------------------------------------------------------------------------
<C>      <S>

    3.1  Articles of Incorporation.(1)

    3.2  Bylaws.(1)

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

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

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


                                       29
<PAGE>
Exhibit
Number                                              Exhibit
-------  ---------------------------------------------------------------------------------------------------

   13.1  North Georgia Community Financial Partners, Inc. and Subsidiary Consolidated Financial Report,
         December 31, 2003.

   22.1  Subsidiaries of North Georgia Community.

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

   31.1  Certification of Chief Executive Officer pursuant to Rule 15d-14(a) of the Exchange Act

   31.2  Certification of Chief Financial Officer pursuant to Rule 15d-14(a) of the Exchange Act

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

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

   99.1  2004 Proxy Statement sent to securities holders of North Georgia Community
<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>

     (b)     Reports on Form 8-K filed in the fourth quarter of 2003: None.

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

     The Company's proxy statement for its annual meeting of shareholders is
included in this Annual Report on Form 10-KSB as Exhibit 99.1.  The Company's
2003 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.     PRINCIPAL ACCOUNTANT FEES AND SERVICES

     The following table sets forth the fees billed to the Company for the years
ended December 31, 2003 and 2002 by Mauldin & Jenkins, LLC:

<TABLE>
<CAPTION>
                          2003     2002
                         -------  ------

<S>                      <C>      <C>
     Audit fees          $36,200  38,900
     Audit-related fees    3,000  10,603
     Tax fees              4,500   4,350
     All other fees            0       0
                         -------  ------
          Total Fees     $43,700  53,853
                         =======  ======
</TABLE>


                                       30
<PAGE>
AUDIT FEES

     Audit fees represent fees billed by M&J for professional services rendered
in connection with the (1) audit of the Company's annual financial statements
for 2003 and 2002, and (2) review of the financial statements included in the
Company's quarterly filings on Form 10-QSB and annual filings on Form 10-KSB.

AUDIT RELATED FEES

     M&J billed no fees for audit related services during 2003 or 2002.

TAX FEES

     Tax fees represent the aggregate fees billed in each of the last two fiscal
years for professional services rendered by M&J for tax compliance, tax advice
and tax planning.

ALL OTHER FEES

     M&J billed no other fees during 2003 or 2002.

     The fees billed by M&J are pre-approved by the Audit and Compliance
Committee of the Company in accordance with the policies and procedures for the
Audit and Compliance Committee.  The Audit and Compliance Committee pre-approves
all audit and non-audit services provided by the Company's independent auditors
and may not engage the independent auditors to perform any prohibited non-audit
services.  For 2003, 100% of the fees incurred were pre-approved.


                                       31
<PAGE>
                                   SIGNATURES

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


                                NORTH GEORGIA COMMUNITY FINANCIAL PARTNERS, INC.



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

                                Date: March 29, 2004



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

<TABLE>
<CAPTION>
Signature                                    Title                           Date
------------------------  --------------------------------------------  --------------
<S>                       <C>                                           <C>

/s/ David J. Lance        President and Chief Executive Officer,        March 29, 2004
------------------------  Director (principal executive officer)
David J. Lance

/s/ Thomas M. Kinnamon    Secretary, Director                           March 29, 2004
------------------------
Thomas M. Kinnamon

/s/ Rhonda C. Massengill  Chief Financial Officer                       March 29, 2004
------------------------  (principal financial and accounting officer)
Rhonda C. Massengill

/s/ Ernest M. Acree       Director                                      March 29, 2004
------------------------
Ernest M. Acree

/s/ Jim Griffin           Director                                      March 29, 2004
------------------------
Jim Griffin
</TABLE>


                                       32
<PAGE>
<TABLE>
<CAPTION>
                                          EXHIBIT INDEX
                                          -------------


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

    3.1  Articles of Incorporation.(1)

    3.2  Bylaws.(1)

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

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

  10.2*  Employment Agreement, dated as of September 22, 1999, between North Georgia National,
         N.A. and David J. Lance.(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, 2003.

   22.1  Subsidiaries of North Georgia Community.

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

   31.1  Certification of Chief Executive Officer pursuant to Rule 15d-14(a) of the Exchange Act

   31.2  Certification of Chief Financial Officer pursuant to Rule 15d-14(a) of the Exchange Act

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

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

   99.1  2004 Proxy Statement sent to securities holders of North Georgia Community
<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>


<PAGE>