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, 2001
                      -----------------

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

     For the transition period from                 to
                                   -----------------  -----------------

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

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

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


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

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

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

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

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

State  issuer's  revenues  for  its  most  recent  fiscal  year:   $  4,329,955
                                                                   ------------

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:  $6,039,204 AS OF MARCH 12, 2002, BASED
                                          --------------------------------------
ON  503,267  SHARES  AT  $12  PER  SHARE.
----------------------------------------

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

     State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.  912,167 AS OF MARCH 12, 2002.
                                                   ----------------------------

                       DOCUMENTS INCORPORATED BY REFERENCE
NONE.

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


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<TABLE>
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                                TABLE OF CONTENTS

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PART I    . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

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

ITEM 2..  DESCRIPTION OF PROPERTIES . . . . . . . . . . . . . . .13

ITEM 3..  LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . .13

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

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

ITEM 5..  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
          STOCKHOLDER MATTERS . . . . . . . . . . . . . . . . . .14

ITEM 6..  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . .14

ITEM 7..  FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . .32

ITEM 8..  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE . . . . . . . . . .32

PART III  . . . . . . . . . . . . . . . . . . . . . . . . . . . .32

ITEM 9..  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
          CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE
          EXCHANGE ACT. . . . . . . . . . . . . . . . . . . . . .32

ITEM 10.  EXECUTIVE COMPENSATION. . . . . . . . . . . . . . . . .33

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . .35

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. . . . .37

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


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<PAGE>
             CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS

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

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

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

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

     -    Changes  in  the  legislative  and  regulatory  environment;

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

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

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


                                        1
<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.


<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 December 31, 2001, seven other commercial banks operate in the
Bank's primary market with a total of 10 offices.  Generally, these banks offer
the same or similar products and services as North Georgia National, and may
have greater financial resources than are now available to the Company or the
Bank.  The Bank's largest competitors are Georgia Bank and Trust and BB&T,
which, combined, hold approximately 67% of the primary market area's total
deposits.

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           62%

                         Commercial loans                    26%

                         Consumer loans                      12%

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

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


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

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

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

                                    EMPLOYEES

     At December 31, 2001, the Bank employed 22 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 North Georgia Community and North Georgia National are subject to
extensive state and federal banking regulations that impose restrictions on and
provide for general regulatory oversight of their operations.  These laws are
generally intended to protect depositors and not shareholders.  The following
discussion describes the material elements of the regulatory framework that
applies to us.

NORTH GEORGIA COMMUNITY

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

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

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

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

     -    Merging  or  consolidating  with  any  other  bank  holding  company.

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

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

     CHANGE IN BANK CONTROL.  Subject to various exceptions, the Bank Holding
Company Act and the Change in Bank Control Act, together with related
regulations, require Federal Reserve approval prior to any person or company
acquiring "control" of a bank holding company.  Control is conclusively presumed
to exist if an individual or company acquires 25% or more of any class of voting
securities of the bank holding company.  Control is rebuttably presumed to exist
if a person or company acquires 10% or more, but less than 25%, of any class of
voting securities and either:


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

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

     -    Banking  or  managing  or  controlling  banks;  and

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

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

     -    Factoring  accounts  receivable;

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

     -    Leasing  personal  or  real  property;

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

     -    Trust  company  functions;

     -    Financial  and  investment  advisory  activities;

     -    Conducting  discount  securities  brokerage  activities;

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

     -    Providing  specified  management consulting and counseling activities;

     -    Performing  selected  data  processing  services and support services;

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

     -    Performing  selected  insurance  underwriting  activities.


                                        5
<PAGE>
     Despite prior approval, the Federal Reserve may order a bank holding
company or its subsidiaries to terminate any of these activities or to terminate
its ownership or control of any subsidiary when it has reasonable cause to
believe that the bank holding company's continued ownership, activity or control
constitutes a serious risk to the financial safety, soundness, or stability of
it or any of its bank subsidiaries.

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

     -    Lending,  trust  and  other  banking  activities;

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

     -    Providing  financial,  investment,  or  advisory  services;

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

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

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

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

     -    Merchant  banking  through  securities  or  insurance  affiliates; and

     -    Insurance  company  portfolio  investments.

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

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


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<PAGE>
NORTH GEORGIA NATIONAL

     Since North Georgia National is chartered as a national bank, it is
primarily subject to the supervision, examination and reporting requirements of
the National Bank Act and the regulations of the Office of the Comptroller of
the Currency.  The Office of the Comptroller of the Currency regularly examines
North Georgia National's operations and has the authority to approve or
disapprove mergers, the establishment of branches and similar corporate actions.
The Office of the Comptroller of the Currency also has the power to prevent the
continuance or development of unsafe or unsound banking practices or other
violations of law.   Additionally, North Georgia National's deposits are insured
by the FDIC to the maximum extent provided by law.  North Georgia National is
also subject to numerous state and federal statutes and regulations that affect
its business, activities and operations.

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

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

     PROMPT CORRECTIVE ACTION.  The Federal Deposit Insurance Corporation
Improvement Act of 1991 establishes a system of prompt corrective action to
resolve the problems of undercapitalized financial institutions.  Under this
system, the federal banking regulators have established five capital categories
(well capitalized, adequately capitalized, undercapitalized, significantly
undercapitalized and critically undercapitalized) in which all institutions are
placed.  Federal banking regulators are required to take various mandatory
supervisory actions and are authorized to take other discretionary actions with
respect to institutions in the three undercapitalized categories.  The severity
of the action depends upon the capital category in which the institution is
placed.  Generally, subject to a narrow exception, the banking regulator must
appoint a receiver or conservator for an institution that is critically
undercapitalized.  The federal banking agencies have specified by regulation the
relevant capital level for each category.  At December 31, 2001, we qualified
for the well-capitalized category.

     An institution that is categorized as undercapitalized, significantly
undercapitalized, or critically undercapitalized is required to submit an
acceptable capital restoration plan to its appropriate federal banking agency.
A bank holding company must guarantee that a subsidiary depository institution
meets its capital restoration plan, subject to various limitations.  The
controlling holding company's obligation to fund a capital restoration plan is
limited to the lesser of 5% of an undercapitalized subsidiary's assets at the
time it became undercapitalized or the amount required to meet regulatory
capital requirements.  An undercapitalized institution is also generally
prohibited from increasing its average total assets, making acquisitions,


                                        7
<PAGE>
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 1.82 cents per $100 of
deposits for the first quarter of 2002.

     The FDIC may terminate its insurance of deposits if it finds that the
institution has engaged in unsafe and unsound practices, is in an unsafe or
unsound condition to continue operations, or has violated any applicable law,
regulation, rule, order, or condition imposed by the FDIC.

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

     OTHER REGULATIONS.  Interest and other charges collected or contracted for
by North Georgia National are subject to state usury laws and federal laws
concerning interest rates.  North Georgia National's loan operations are also
subject to federal laws applicable to credit transactions, such as:

     -    The  federal  Truth-In-Lending  Act,  governing  disclosures of credit
          terms  to  consumer  borrowers;

     -    The  Home  Mortgage  Disclosure  Act  of  1975,  requiring  financial
          institutions  to  provide  information to enable the public and public
          officials  to  determine whether a financial institution is fulfilling
          its  obligation  to  help  meet  the housing needs of the community it
          serves;

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


                                        8
<PAGE>
     -    The Fair Credit Reporting Act of 1978, governing the use and provision
          of  information  to  credit  reporting  agencies;

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

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

The deposit operations of North Georgia National are subject to:

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

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

CAPITAL ADEQUACY

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

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

     The minimum guideline for the ratio of total capital to risk-weighted
assets is 8%.  Total capital consists of two components, Tier 1 Capital and Tier
2 Capital.  Tier 1 Capital generally consists of common stock, minority
interests in the equity accounts of consolidated subsidiaries, noncumulative
perpetual preferred stock, and a limited amount of qualifying cumulative
perpetual preferred stock, less goodwill and other specified intangible assets.
Tier 1 Capital must equal at least 4% of risk-weighted assets.  Tier 2 Capital
generally consists of subordinated debt, other preferred stock, and a limited
amount of loan loss reserves.  The total amount of Tier 2 Capital is limited to
100% of Tier 1 Capital.  At December 31, 2001 our ratio of total capital to
risk-weighted assets was 15.50% and our ratio of Tier 1 Capital to risk-weighted
assets was 14.43%.


                                        9
<PAGE>
     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, 2001, our leverage ratio was 9.97%.  The guidelines
also provide that bank holding companies experiencing internal growth or making
acquisitions will be expected to maintain strong capital positions substantially
above the minimum supervisory levels without reliance on intangible assets.  The
Federal Reserve considers the leverage ratio and other indicators of capital
strength in evaluating proposals for expansion or new activities.

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

PAYMENT OF DIVIDENDS

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

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

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

RESTRICTIONS ON TRANSACTIONS WITH AFFILIATES

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

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


                                       10
<PAGE>
     -    a  bank's  investment  in  affiliates;

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

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

     -    a bank's guarantee, acceptance or letter of credit issued on behalf of
          an  affiliate.

     The total amount of the above transactions is limited in amount, as to any
one affiliate, to 10% of a bank's capital and surplus and, as to all affiliates
combined, to 20% of a bank's capital and surplus.  In addition to the limitation
on the amount of these transactions, each of the above transactions must also
meet specified collateral requirements.  North Georgia National must also comply
with other provisions designed to avoid the taking of low-quality assets.

     North Georgia Community and North Georgia National are also subject to the
provisions of Section 23B of the Federal Reserve Act which, among other things,
prohibit an institution from engaging in the above transactions with affiliates
unless the transactions are on terms substantially the same, or at least as
favorable to the institution or its subsidiaries, as those prevailing at the
time for comparable transactions with nonaffiliated companies.

     North Georgia National is also subject to restrictions on extensions of
credit to its executive officers, directors, principal shareholders and their
related interests.  These extensions of credit (1) must be made on substantially
the same terms, including interest rates and collateral, as those prevailing at
the time for comparable transactions with third parties, and (2) must not
involve more than the normal risk of repayment or present other unfavorable
features.

PRIVACY

     Financial institutions are required to disclose their policies for
collecting and protecting confidential information.  Customers generally may
prevent financial institutions from sharing nonpublic personal financial
information with nonaffiliated third parties except under narrow circumstances,
such as the processing of transactions requested by the consumer.  Additionally,
financial institutions generally may not disclose consumer account numbers to
any nonaffiliated third party for use in telemarketing, direct mail marketing or
other marketing to consumers.

ANTI-TERRORISM LEGISLATION

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

     -    To conduct enhanced scrutiny of account relationships to guard against
          money  laundering  and  report  any  suspicious  transaction;


                                       11
<PAGE>
     -    To ascertain the identity of the nominal and beneficial owners of, and
          the  source  of  funds deposited into, each account as needed to guard
          against  money  laundering  and  report  any  suspicious transactions;

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

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

     Under the USA PATRIOT Act, financial institutions have 180 days from
enactment (or until April 25, 2002) to establish anti-money laundering programs.
The USA PATRIOT Act  sets forth minimum standards for these programs, including:

     -    The  development  of  internal  policies,  procedures,  and  controls;

     -    The  designation  of  a  compliance  officer;

     -    An  ongoing  employee  training  program;  and

     -    An  independent  audit  function  to  test  the  programs.

     Before the 180-day grace period expires, the Secretary of the Treasury will
prescribe regulations that consider the extent to which these new requirements
are commensurate with the size, location, and activities of financial
institutions subject to the Act.

     In addition, the USA PATRIOT Act authorizes the Secretary of the Treasury
to adopt rules increasing the cooperation and information sharing between
financial institutions, regulators, and law enforcement authorities regarding
individuals, entities and organizations engaged in, or reasonably suspected
based on credible evidence of engaging in, terrorist acts or money laundering
activities. Any financial institution complying with these rules will not be
deemed to have violated the privacy provisions of the Gramm-Leach-Bliley Act, as
discussed above.

PROPOSED LEGISLATION AND REGULATORY ACTION

     New regulations and statutes are regularly proposed that contain
wide-ranging proposals for altering the structures, regulations and competitive
relationships of the nation's financial institutions.  We cannot predict whether
or in what form any proposed regulation or statute will be adopted or the extent
to which our business may be affected by any new regulation or statute.

EFFECT OF GOVERNMENTAL MONETARY POLICES

     Our earnings are affected by domestic economic conditions and the monetary
and fiscal policies of the United States government and its agencies.  The
Federal Reserve Bank's monetary policies have had, and are likely to continue to
have, an important impact on the operating results of commercial banks through
its power to implement national monetary policy in order, among other things, to
curb inflation or combat a recession.  The monetary policies of the Federal
Reserve affect the levels of bank loans, investments and deposits through its


                                       12
<PAGE>
control over the issuance of United States government securities, its regulation
of the discount rate applicable to member banks and its influence over reserve
requirements to which member banks are subject.  We cannot predict the nature or
impact of future changes in monetary and fiscal policies.

                        SELECTED STATISTICAL INFORMATION

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


ITEM 2. DESCRIPTION OF PROPERTIES

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

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


ITEM 3. LEGAL PROCEEDINGS

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


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

     None.


                                    PART II

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

     (a)     There is currently no established market for the Company's common
stock, and the Company does not have any plans to list its common stock on any
stock exchange or on the over-the-counter market.  As a result, investors who
need or wish to dispose of all or any part of their common stock may be unable
to do so except in private, directly negotiated sales.  As of March 12, 2002,
the Company had approximately 433 shareholders of record.

     (b)     North Georgia National has paid no dividends on its common stock
since its organization. The principal source of North Georgia Community's cash
flow, including cash flow to pay dividends to its shareholders, is dividends
that North Georgia National pays to North Georgia Community, its sole


                                       13
<PAGE>
shareholder.  Statutory and regulatory limitations apply to North Georgia
National's payment of dividends to North Georgia Community as well as to North
Georgia Community's payment of dividends to its shareholders.  For a complete
discussion of restrictions on dividends, see "Item I-Description of
Business-Supervision and Regulation-Payment of Dividends."


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

     The following is a discussion of our financial condition and the financial
condition of our bank subsidiary, North Georgia National, at December 31, 2001
and 2000 and the results of operations for the years then ended.  The purpose of
this discussion is to focus on information about our financial condition and
results of operations that are not otherwise apparent from our audited
consolidated financial statements.  Reference should be made to those statements
and the selected financial data presented elsewhere in this report for an
understanding of the following discussion and analysis.

FORWARD-LOOKING STATEMENTS

     We may from time to time make written or oral forward-looking statements,
including statements contained in our filings with the Securities and Exchange
Commission and reports to stockholders.  Statements made in this report, other
than those concerning historical information, should be considered
forward-looking and subject to various risks and uncertainties.  Forward-looking
statements are made based upon management's belief as well as assumptions made
by, and information currently available to, management pursuant to "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995.  Our actual
results may differ materially from the results anticipated in forward-looking
statements due to a variety of factors, including governmental monetary and
fiscal policies, deposit levels, loan demand, loan collateral values, securities
portfolio values, interest rate risk management, the effects of competition in
the banking business from other commercial banks, thrifts, mortgage banking
firms, consumer finance companies, credit unions, securities brokerage firms,
insurance companies, money market funds and other financial institutions
operating in our market area and elsewhere, including institutions operating
through the Internet, changes in governmental regulation relating to the banking
industry, including regulations relating to branching and acquisitions, failure
of assumptions underlying the establishment of reserves for loan losses,
including the value of collateral underlying delinquent loans and other factors.
We caution that these factors are not exclusive.  We do not undertake to update
any forward-looking statement that may be made from time to time by us, or on
our behalf.

OVERVIEW

     Our 2001 results were highlighted by the reporting of our first ever profit
of $42,000.  Despite a downturn in the national and state economy exacerbated by
the effects of the September 11, 2001 terrorist attacks, we continued to have
significant loan and deposit growth that should provide a base for continued
profitability.


                                       14
<PAGE>

FINANCIAL CONDITION AT DECEMBER 31, 2001 AND 2000

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

<TABLE>
<CAPTION>
                                         December 31,
                                        2001     2000
                                   (Dollars in Thousands)
<S>                                 <C>        <C>
Cash and due from banks             $   1,543  $   1,687
Interest-bearing deposits in banks          2          4
Federal funds sold                          -      4,715
Securities                             25,517      6,045
Loans, net                             40,087     31,574
Premises and equipment                  2,042      2,125
Other assets                            1,540        446
                                    ---------  ---------

                                    $  70,731  $  46,596
                                    =========  =========

Total deposits                      $  63,246  $  38,649
Repurchase agreements                     156        664
Other liabilities                         188        172
Stockholders' equity                    7,141      7,111
                                    ---------  ---------

                                    $  70,731  $  46,596
                                    =========  =========
</TABLE>

FINANCIAL CONDITION AT DECEMBER 31, 2001 AND 2000

     As of December 31, 2001, we had total assets of $70.7 million, an increase
of 52% over December 31, 2000.  Total interest-earning assets were $66.1 million
at December 31, 2001 or 94% of total assets as compared to 91% of total assets
at December 31, 2000.  Our primary interest-earning assets at December 31, 2001
were loans, which made up 61% of total interest-earning assets as compared to
75% at December 31, 2000.  Our loan to deposit ratio was 64% at December 31,
2001 as compared to 83% at December 31, 2000. The loan to deposit ratio has
decreased as we slowed our rate of loan growth to insure that we continue to
adequately service and monitor the loan portfolio. Deposit growth of $24.6
million has been used to fund loan growth of $8.6 million.  The balance of the
deposit growth, net of a $4.7 million decrease in federal funds sold, funded a
$19.5 million increase in securities. Other assets have increased primarily due
to the purchase of $950,000 of life insurance policies on our president/chief
executive officer.

     Our securities portfolio, consisting of U.S. Agency, mortgage-backed,
corporate and restricted equity securities, amounted to $25.5 million at
December 31, 2001.  Unrealized losses on securities amounted to $52,000 at
December 31, 2001 as compared to unrealized gains of $45,000 at December 31,
2000.  We have not specifically identified any securities for sale in future
periods that, if so designated, would require a charge to operations if the
market value would not be reasonably expected to recover prior to the time of
sale.

     We have 62% of our loan portfolio collateralized by real estate located in
our primary market area of Gordon County, Georgia and surrounding counties.  Our
real estate mortgage portfolio consists of loans collateralized by one- to
four-family residential properties (41%), construction loans to build one-to
four-family residential properties (2%) and nonresidential properties consisting
primarily of small business commercial properties (57%).  We generally require
that loans collateralized by real estate not exceed 80%-85% of the collateral
value.


                                       15
<PAGE>
     The remaining 38% of the loan portfolio consists of commercial, consumer,
and other loans.  We require collateral commensurate with the repayment ability
and creditworthiness of the borrower.

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

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

LIQUIDITY AND CAPITAL RESOURCES

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

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

     Our liquidity and capital resources are monitored on a periodic basis by
management and Federal regulatory authorities.  As determined under guidelines
established by regulatory authorities and internal policy, our liquidity ratio
of 38% at December 31, 2001 was considered satisfactory.

     At December 31, 2001, we had loan commitments outstanding of $6.9 million.
Because these commitments generally have fixed expiration dates and many will
expire without being drawn upon, the total commitment amounts do not necessarily
represent future cash requirements.  If needed, we have the ability on a
short-term basis to borrow funds and purchase federal funds from other financial
institutions.  At December 31, 2001, we had arrangements with four commercial
banks for additional short-term advances of $6,000,000.

     At December 31, 2001, our capital ratios were considered adequate based on
regulatory minimum capital requirements.  Our stockholders' equity increased due
to net income in 2001 of $42,000 and proceeds from additional stock sales of
$84,000, which was offset by other comprehensive losses of $97,000, related to
unrealized losses on securities available-for-sale.  For regulatory purposes,
the net unrealized losses on securities available-for-sale are excluded in the
computation of the capital ratios.


                                       16
<PAGE>
     In the future, the primary source of funds available to North Georgia
Community will be the payment of dividends by the Bank.  Banking regulations
limit the amount of the dividends that may be paid without prior approval of the
Bank's regulatory agency.  Currently, the Bank can pay no dividends without
regulatory approval.

     The minimum capital requirements to be considered well capitalized under
prompt corrective action provisions and the actual capital ratios for us and the
Bank as of December 31, 2001 are as follows:

<TABLE>
<CAPTION>
                                   Actual
                            --------------------
                                                    Regulatory
                            Consolidated    Bank   Requirements
                            -------------  ------  -------------
<S>                         <C>            <C>     <C>
Leverage capital ratio             10.09%   9.97%          5.00%
Risk-based capital ratios:
Core Capital                       14.61   14.43           6.00
Total Capital                      15.68   15.50          10.00

</TABLE>

     At December 31, 2001, we had no material commitments for capital
expenditures.

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

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

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

Effects of Inflation
--------------------

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


                                       17
<PAGE>
RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

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

<TABLE>
<CAPTION>
                          Years Ended December 31,
                              2001      2000
                          (Dollars in Thousands)
<S>                         <C>       <C>
Interest income             $  3,951  $ 2,620

Interest expense               2,247    1,316
                            --------  --------

Net interest income            1,704    1,304

Provision for loan losses        140      325

Other income                     379      194

Other expenses                 1,901    1,815
                            --------  --------

Net income (loss)           $     42  $  (642)
                            ========  ========
</TABLE>

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

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

     Our net yield on average interest-earning assets was 3.14% in 2001 as
compared to 4.24% in 2000.  Average loans increased by $10.8 million and average
securities increased by $8.4 million accounting for the majority of a $23.4
million increase in total average interest-earning assets.  Average
interest-bearing liabilities increased by $23.4 million with average
interest-bearing demand and time deposits accounting for the vast majority of
this increase.  The rate earned on average interest-earning assets decreased to
7.29% in 2001 from 8.51% in 2000.  The rate paid on average interest-bearing
liabilities decreased to 4.72% in 2001 from 5.43% in 2000.  The increase in net
interest income was due to a significant increase in volume of interest-earning
assets. The decrease in net yield was due primarily to the falling rate
environment experienced during the year as the prime rate was lowered eleven
times during the year to 4.75% at December 31,2001.

Provision for Loan Losses
-------------------------

     The provision for loan losses was $140,000 in 2001 as compared to $325,000
in 2000.  The amounts provided were due to the growth of the loan portfolio and
our assessment of the inherent risk in the loan portfolio. As of December 31,
2001 we had $6,000 of nonperforming loans and assets.  Based upon our evaluation
of the loan portfolio, we believe the allowance for loan losses to be adequate
to absorb losses on existing loans that may become uncollectable. Our
methodology used in determining the adequacy of the allowance for loan losses is
based upon a risk rating system in which all loans are assigned a loan grade.


                                       18
<PAGE>
Each loan grade is assigned an allowance percentage determined based upon our
experience specifically and the historical experience of the banking industry
generally.  Loan classifications are then subject to periodic review by the
responsible lending officer and by senior management based upon their judgment,
our loan loss experience, current economic conditions that may affect the
borrower's ability to repay, lender requirements, the underlying collateral
value of the loans and other appropriate information.  We rely predominantly on
this ongoing review of the loan portfolio to assess the risk characteristics of
the portfolio in the aggregate and to determine adjustments, if any, to our
allowance for losses.  Based upon our ongoing review, we may identify impaired
loans.  When we identify a loan as being impaired, the allowance for loan losses
is increased if we determine that the amount of impairment is in excess of the
allowance amount determined under our loan grading system.  The allowance for
loan losses as a percentage of total loans was 1.30% at December 31, 2001 as
compared to 1.33% at December 31, 2000.

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

     Other income consists of service charges on deposit accounts, mortgage loan
origination fees, gains and losses from securities transactions and other
miscellaneous revenue and fees.  Other income increased to $379,000 in 2001 from
$194,000 in 2000.  This increase is primarily due to an increase in service
charges on deposit accounts of $44,000, an increase in mortgage loan origination
fees of $83,000, and an increase gains recognized in 2001 on securities
transactions of $33,000.

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

     Other expenses were $1,901,000 in 2001 as compared to $1,815,000 in 2000,
an increase of $86,000.  Salaries and employee benefits increased by $132,000
due to an increase in the number of full time employees to 22 from 20 and other
annual salary increases.  Equipment and occupancy expenses increased by $23,000
due primarily to increased depreciation of $12,000, and increased service/
maintenance costs of $8,000.  Capitalized loan origination costs, which are
reported as a contra-expense account, increased by $41,000 as loan volume
increased in 2001. Other operating expenses decreased by $29,000 due to a
$40,000 increase in data processing being offset by decreased legal and
professional costs of $22,000, decreased postage and office supplies of $26,000
and other decreased operating expenses of 21,000.

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

     We have reported no income tax due to accumulated deficits incurred of
$2,213,000 through December 31, 2001.

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

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

     Our asset/liability mix is monitored on a regular basis with a report
reflecting the interest rate-sensitive assets and interest rate-sensitive
liabilities being prepared and presented to the Bank's Board of Directors on a
monthly basis.  The objective of this policy is to monitor interest
rate-sensitive assets and liabilities so as to minimize the impact of
substantial movements in interest rates on earnings.  An asset or liability is


                                       19
<PAGE>
considered to be interest rate-sensitive if it will reprice or mature within the
time period analyzed, usually one year or less. The interest rate-sensitivity
gap is the difference between the interest-earning assets and interest-bearing
liabilities scheduled to mature or reprice within such time period.  A gap is
considered positive when the amount of interest rate-sensitive assets exceeds
the amount of interest rate-sensitive liabilities.  A gap is considered negative
when the amount of interest rate-sensitive liabilities exceeds the interest
rate-sensitive assets.  During a period of rising interest rates, a negative gap
would tend to affect net interest income adversely, while a positive gap would
tend to result in an increase in net interest income. Conversely, during a
period of falling interest rates, a negative gap would tend to result in an
increase in net interest income, while a positive gap would tend to affect net
interest income adversely.  If our assets and liabilities were equally flexible
and moved concurrently, the impact of any increase or decrease in interest rates
on net interest income would be minimal.

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

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

     At December 31, 2001, our cumulative one-year interest rate-sensitivity gap
ratio was 38%.  Our targeted ratio is 80% to 120% in this time horizon.  This
indicates that our interest-bearing liabilities will reprice during this period
at a rate faster than our interest-earning assets.  For internal reporting
purposes, we do not consider interest-bearing demand to be interest rate
sensitive.  Adjusting for these deposits, our cumulative one year interest
rate-sensitivity gap ratio would be 74%.  We believe that competitive market
rates are being paid for our deposits, and as long as the rates remain
competitive, liquidity, while not assured, should not be adversely affected.

     The following table sets forth the distribution of the repricing of our
interest-earning assets and interest-bearing liabilities as of December 31,
2001, the interest rate-sensitivity gap, the cumulative interest
rate-sensitivity gap, the interest rate-sensitivity gap ratio and the cumulative
interest rate-sensitivity gap ratio.  The table also sets forth the time periods
in which interest-earning assets and interest-bearing liabilities will mature or
may reprice in accordance with their contractual terms.  However, the table does
not necessarily indicate the impact of general interest rate movements on the
net interest margin as the repricing of various categories of assets and
liabilities is subject to competitive pressures and the needs of our customers.
In addition, various assets and liabilities indicated as repricing within the
same period may in fact, reprice at different times within such period and at
different rates.


                                       20
<PAGE>
<TABLE>
<CAPTION>



                                             After      After
                                             Three       One
                                             Months    Year but
                                 Within       but       Within    After
                                  Three      Within      Five     Five
                                 Months     One Year    Years     Years     Total
                                            (Dollars in Thousands)
<S>                             <C>        <C>         <C>       <C>       <C>
Interest-earning assets:
Interest-bearing
      deposits in banks         $      2   $      --   $    --   $     --  $      2
  Federal funds sold                  --          --        --         --        --
  Securities                         291          --    12,543     12,684    25,518
  Loans                           16,842       4,092    19,278        402    40,614
                                ---------  ----------  --------  --------  --------

                                  17,135       4,092    31,821     13,086    66,134
                                ---------  ----------  --------  --------  --------

Interest-bearing liabilities:
  Interest-bearing demand
      deposits                    27,529          --        --         --    27,529
  Savings                         14,852          --        --         --    14,852
  Certificates, less than
      $100,000                     2,319       5,307     1,228         --     8,854
  Certificates, $100,000
      and over                     2,637       3,710       578         --     6,925
  Repurchase agreements              156          --        --         --       156
                                ---------  ----------  --------  --------  --------

                                  47,493       9,017     1,806         --    58,316
                                ---------  ----------  --------  --------  --------

Interest rate sensitivity
  gap                           $(30,358)  $  (4,925)  $30,015   $ 13,086  $  7,818
                                =========  ==========  ========  ========  ========
Cumulative interest rate
  sensitivity gap               $(30,358)  $ (35,283)  $(5,268)  $  7,818
                                =========  ==========  ========  ========
Interest rate sensitivity
  gap ratio                          .36         .45     17.62         --
                                =========  ==========  ========  ========
Cumulative interest rate
  sensitivity gap ratio              .36         .38       .91       1.13
                                =========  ==========  ========  ========

</TABLE>


                                       21
<PAGE>
              SELECTED FINANCIAL INFORMATION AND STATISTICAL DATA

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

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

     -    Our  investment  portfolio;

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

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

     -    Types  of  deposits;  and

     -    Return  on  equity  and  assets.


                                       22
<PAGE>
                    DISTRIBUTION OF ASSETS, LIABILITIES, AND
                              STOCKHOLDERS' EQUITY:
                    INTEREST RATES AND INTEREST DIFFERENTIALS

AVERAGE BALANCES

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

<TABLE>
<CAPTION>
                                  Years Ended December 31,
                                       2001      2000
                                  (Dollars in Thousands)
<S>                                  <C>       <C>
         ASSETS

Cash and due from banks              $ 1,935   $ 1,539
Taxable securities                    13,037     4,611
Securities valuation account              91       (62)
Federal funds sold                     5,453     1,294
Loans (2)                             35,687    24,889
Allowance for loan losses               (461)     (282)
Other assets                           2,790     2,464
                                     --------  --------
                                     $58,532   $34,453
                                     ========  ========

Total interest-earning assets        $54,177   $30,794
                                     ========  ========

       LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits:
  Noninterest-bearing demand         $ 3,488   $ 2,538
  Interest-bearing demand             23,547    14,871
  Savings                              8,535     1,094
  Time                                15,125     7,603
                                     --------  --------
      Total deposits                  50,695    26,106

Repurchase agreements                    394       658
Other liabilities                        273       166
                                     --------  --------
      Total liabilities               51,362    26,930
Stockholders' equity                   7,170     7,523
                                     --------  --------
                                     $58,532   $34,453
                                     ========  ========

Total interest-bearing liabilities   $47,601   $24,226
                                     ========  ========
<FN>

(1)  For each category, average balances were determined using the daily average
     balances  during  the  year.

(2)  The  average balance of nonaccrual loans included in average loans for 2001
     and  2000  was  $57,000  and  $30,000,  respectively.
</TABLE>


                                       23
<PAGE>
INTEREST INCOME AND INTEREST EXPENSE

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

<TABLE>
<CAPTION>
                                                        Years Ended December 31,
                                                        2001               2000
                                                            Average              Average
                                                 Interest     Rate    Interest     Rate
                                                          (Dollars in Thousands)
<S>                                              <C>        <C>       <C>        <C>
INTEREST INCOME:
  Interest and fees on loans (1)                 $   2,942     8.24%  $   2,241     9.01%
  Interest on taxable securities                       790     6.06         299     6.48
  Interest on federal funds sold                       219     4.02          80     6.20
                                                 ---------            ---------

    Total interest income                            3,951     7.29       2,620     8.51
                                                 ---------            ---------

INTEREST EXPENSE:
  Interest on interest-bearing
    demand deposits                                    934     3.97         741     4.99
  Interest on savings deposits                         358     4.19          52     4.72
  Interest on time deposits                            940     6.22         487     6.41
  Interest on repurchase agreements                     15     3.91          36     5.50
                                                 ---------            ---------

    Total interest expense                           2,247     4.72       1,316     5.43
                                                 ---------            ---------

NET INTEREST INCOME                              $   1,704            $   1,304
                                                 =========            =========

  Net interest spread                                          2.57%                3.08%
                                                            ========             ========
  Net yield on average interest-earning assets                 3.14%                4.24%
                                                            ========             ========
<FN>


(1)  Interest  and fees on loans includes $37,000 and $22,000 of loan fee income
     for  the years ended December 31, 2001 and 2000, respectively. There was no
     interest  income  recognized  on  nonaccrual  loans  during  2001  or 2000.
</TABLE>


                                       24
<PAGE>
RATE AND VOLUME ANALYSIS

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

<TABLE>
<CAPTION>
                                             Years Ended December 31,
                                                  2001 vs. 2000
                                                 Changes Due To:
                                               Rate   Volume    Net
                                              (Dollars in Thousands)
<S>                                           <C>      <C>      <C>
Increase (decrease) in:
  Income from interest-earning assets:
  Interest and fees on loans                  $ (203)  $  904   $  701
  Interest on taxable securities                 (21)     512      491
  Interest on federal funds sold                 (37)     176      139
                                              -------  -------  -------
      Total interest income                   $ (261)  $1,592   $1,331
                                              -------  -------  -------

  Expense from interest-bearing liabilities:
  Interest on interest-bearing
    demand deposits                             (174)     367      193
  Interest on savings deposits                    (6)     312      306
  Interest on time deposits                      (15)     468      453
  Interest on repurchase agreements               (9)     (12)     (21)
                                              -------  -------  -------
      Total interest expense                    (204)   1,135      931
                                              -------  -------  -------

      Net interest income                     $  (57)  $  457   $  400
                                              =======  =======  =======
</TABLE>


                                       25
<PAGE>
                              INVESTMENT PORTFOLIO

TYPES OF INVESTMENTS

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

<TABLE>
<CAPTION>
                                          December 31,
                                        2001       2000
                                    (Dollars in Thousands)
<S>                                   <C>         <C>
U.S. Government agency securities     $21,290     $5,780
Mortgage-backed securities              1,845         --
Corporate bonds                         2,091         --
Restricted equity securities              291        265
                                      -------     ------

                                       $25,517    $6,045
                                       =======    ======
</TABLE>

MATURITIES

     The amounts of debt securities, including the weighted average yield in
each category as of December 31, 2001, are shown in the following table
according to contractual maturity classifications (1) one year or less, (2)
after one through five years, (3) after five through ten years and (4) after ten
years.

<TABLE>
<CAPTION>
                                                      After one              After five
                             One year or less     through five years     through ten years
                             Amount    Yield (1)  Amount      Yield (1)   Amount    Yield (1)
<S>                         <C>        <C>        <C>         <C>          <C>       <C>

U.S. Government
  agency securities         $      --        --%   $  12,003  5.07%       $  8,796   5.72%
Mortgage-backed securities         --        --           --    --              --     --
Corporate bonds                    --        --          540  5.00           1,551   5.82
                            ---------              ---------              --------
                            $      --        --%   $  12,543  5.07%       $ 10,347   5.73%
                            =========              =========              ========


                              After ten  years           Total
                            Amount     Yield (1)     Amount      Yield (1)
U.S. Government
  agency securities        $      491      5.75%   $  21,290  5.35%
Mortgage-backed securities      1,845      5.19        1,845  5.19
Corporate bonds                    --        --        2,091  5.61
                            ---------              ---------
                           $    2,336      5.31%   $  25,226  5.36%
                            =========              =========

<FN>

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


                                       26
<PAGE>
                                 LOAN PORTFOLIO

TYPES OF LOANS

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

<TABLE>
<CAPTION>
                                            December 31,
                                         2001          2000
                                       (Dollars in Thousands)
<S>                                    <C>         <C>
Commercial                             $  10,674   $  10,933
Real estate- construction                    506       1,233
Real estate- mortgage                     24,637      15,135
Consumer installment loans and other       4,797       4,697
                                       ----------  ----------
                                          40,614      31,998
Less allowance for loan losses              (527)       (424)
                                       ----------  ----------
      Net loans                        $  40,087   $  31,574
                                       ==========  ==========
</TABLE>

MATURITIES AND SENSITIVITIES OF LOANS TO CHANGES IN INTEREST RATES

     Total loans as of December 31, 2001 are shown in the following table
according to contractual maturity classifications (1) one year or less, (2)
after one through five years, and (3) after five years.

<TABLE>
<CAPTION>
                             (Dollars in Thousands)
<S>                                <C>
Commercial
    One year or less               $     5,753
    After one through five years         4,725
    After five years                       196
                                   -----------
                                        10,674
                                   -----------

Construction
    One year or less                       454
    After one through five years            52
    After five years                        --
                                   -----------
                                           506
                                   -----------

Other
    One year or less                     5,100
    After one through five years        18,893
    After five years                     5,441
                                   -----------
                                        29,434
                                   -----------

                                   $    40,614
                                   ===========
</TABLE>


                                       27
<PAGE>
     The following table summarizes loans at December 31, 2001 with due dates
after one year that have predetermined and floating or adjustable interest
rates.

<TABLE>
<CAPTION>
                                (Dollars in Thousands)
<S>                                     <C>
Predetermined interest rates            $19,709
Floating or adjustable interest rates     9,598
                                        -------
                                        $29,307
                                        =======
</TABLE>

RISK ELEMENTS

     Information with respect to nonaccrual, past due, restructured and other
problem loans at December 31, 2001 and 2000 is as follows:

<TABLE>
<CAPTION>
                                                December 31,
                                                2001   2000
                                           (Dollars in Thousands)
<S>                                             <C>    <C>
Nonaccrual loans                                $   6  $   0
Loans contractually past due ninety
  days or more as to interest or
  principal payments and still accruing             0      0
Restructured loans                                  0      0
Potential problem loans                             0      0
Interest income that would have been recorded
  on nonaccrual and restructured loans under
  original terms                                    5      3
Interest income that was recorded on
  nonaccrual and restructured loans                 0      0
</TABLE>

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

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

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


                                       28
<PAGE>
                         SUMMARY OF LOAN LOSS EXPERIENCE

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

<TABLE>
<CAPTION>
                                             Years Ended December 31,
                                                2001          2000
                                              (Dollars in Thousands)
<S>                                           <C>         <C>
Average amount of loans outstanding           $  35,687   $  24,889
                                              ==========  ==========

Balance of allowance for loan losses
    at beginning of year                            424         200
                                              ----------  ----------

Loans charged off
    Commercial                                       33          88
    Real estate mortgage                             --           1
    Installment                                      24          15
                                              ----------  ----------
                                                     57         104
                                              ----------  ----------

Loans recovered
    Commercial                                        3           3
    Real estate mortgage                             --          --
    Installment                                      17          --
                                              ----------  ----------
                                                     20           3
                                              ----------  ----------

Net charge-offs                                      37         101
                                              ----------  ----------

Additions to allowance charged to operating
    expense during year                             140         325
                                              ----------  ----------

Balance of allowance for loan losses
    at end of year                            $     527   $    424
                                              ==========  =========

Ratio of net loans charged off during the
year to average loans outstanding                   .10%       .41%
                                              ==========  =========
</TABLE>

ALLOWANCE FOR LOAN LOSSES

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


                                       29
<PAGE>
     As of December 31, 2001 and 2000, we made no allocations of our allowance
for loan losses to specific categories of loans.  Based on our best estimate,
the allocation of the allowance for loan losses to types of loans, as of the
indicated dates, is as follows:
<TABLE>
<CAPTION>



                                       December 31, 2001                        December 31, 2000
                                                Percent of loans in   Percent of loans in
                                                   each category         each category
                                  Amount           to total loans            Amount         to total loans
                                                           (Dollars in Thousands)
<S>                         <C>                 <C>                   <C>                   <C>
Commercial                  $              105                   26%  $                233              34%
Real estate- construction                   79                    1                     21               4
Real estate- mortgage                      290                   61                    106              47
Consumer installment
  loans and other                           53                   12                     64              15
                            ------------------  --------------------  --------------------  ---------------
                            $              527                  100%  $                424             100%
                            ==================  ====================  ====================  ===============
</TABLE>

                                    DEPOSITS

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

<TABLE>
<CAPTION>
                                                  Years Ended December 31,
                                            2001              2000
                                      Amount   Percent   Amount   Percent
                                               (Dollars in Thousands)
<S>                                   <C>      <C>       <C>      <C>       <C>
Noninterest-bearing demand deposits   $ 3,488        --        %  $  2,538   --%
Interest-bearing demand deposits       23,547      3.97   14,871      4.99
Savings deposits                        8,535      4.19    1,094      4.72
Time deposits                          15,125      6.22    7,603      6.41
                                      -------            -------
                                      $50,695           $ 26,106
                                      =======           ========
<FN>

(1)  Average  balances  were  determined using the daily average balances during
     the  year.
</TABLE>

     The amounts of time certificates of deposit issued in amounts of $100,000
or more as of December 31, 2001 are shown below by category, which is based on
time remaining until maturity of (1) three months or less, (2) over three
through six months, (3) over six through twelve months, and (4) over twelve
months.

<TABLE>
<CAPTION>
                        (Dollars in Thousands)
<S>                              <C>
Three months or less             $2,637
Over three through six months     1,004
Over six through twelve months    2,706
Over twelve months                  578
                                 ------
    Total                        $6,925
                                 ======
</TABLE>


                                       30
<PAGE>
                    RETURN ON ASSETS AND STOCKHOLDERS' EQUITY

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

<TABLE>
<CAPTION>
                       Years Ended December 31,
                             2001    2000
<S>                         <C>     <C>
Return on assets (1)          .07%  (1.86)%
Return on equity (2)          .59    (8.53)
Dividend payout ratio (3)       -        -
Equity to assets ratio (4)  12.25    21.84
<FN>


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


                                       31
<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, 2001.

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

     None.

                                    PART III

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

     The following table sets forth for each director and executive officer of
the Company (1) the person's name, (2) his or her age at December 31, 2001, (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 (47)                   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 (56)               2000  Secretary of North Georgia Community;
                                            Chairman of the Board of North Georgia National;
                                            President of Accent Yarns & Textiles, Inc.,
                                            Dalton, Georgia (yarn and textile manufacturing
                                            and sale)

B.  EXECUTIVE OFFICER WHO
    IS NOT ALSO A DIRECTOR

                                                 POSITION WITH THE COMPANY AND
NAME (AGE)                 OFFICER SINCE              BUSINESS EXPERIENCE
                           --------------             -------------------
Rhonda C. Massengill (47)             2001  Chief Financial Officer of North Georgia
                                            Community and Chief Financial Officer and
                                            Corporate Secretary 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.


                                       32
<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, 2001 and 2000.  No other executive officer of the
Company earned over $100,000 in salary and bonus during the year ended December
31, 2001.

<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      ($)          ($)          ($)          ($)          (#)          ($)        ($)(1)
-----------------   -----  -----------  -----------  -----------  -----------  -----------  ----------   -----------
<S>                  <C>   <C>          <C>          <C>          <C>          <C>          <C>          <C>
David J. Lance       2001   154,500(2)       20,500            0            0      115,000            0   11,832(3)
President and Chief
Executive Officer    2000     150,000         5,000            0            0      115,000            0    7,500(4)
                                                                                                          33,000(5)
<FN>

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

(2)  Includes  an  automobile  allowance.

(3)  Consists  of  payments for a club membership under the terms of Mr. Lance's
     employment  agreement.

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

(5)  Consists  of  payments  for club memberships under the employment agreement
     between  David  J.  Lance  and  the  Bank.
</TABLE>

                              EMPLOYMENT AGREEMENT

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

Under the terms of Mr. Lance's employment agreement, the Bank granted Mr. Lance
a fully vested stock option to purchase 75,000 shares of common stock with an
exercise price of $ 10.00 per share.  The Bank also granted Mr. Lance the right
to purchase up to 25,000 shares of Bank stock (increased to 35,450 shares
pursuant to a separate stock purchase agreement, dated September 22, 1999, and


                                       33
<PAGE>
by Board resolution) by March 31, 2000.  Mr. Lance purchased 20,500 shares
pursuant to the stock purchase agreement in the last quarter of 2000 and the
remaining14,950 shares in the first quarter of 2001.

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

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

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

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

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

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

OPTION GRANTS IN FISCAL YEAR 2001

     The Company did not grant any stock options to its executive officers in
the fiscal year 2001.

OPTIONS EXERCISED IN FISCAL YEAR 2001

     No stock options were exercised by our executive officers in fiscal year
2001.

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
2001 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, 2001       December 31, 2001
                                                  ----------------------------  ---------------------------
                        Shares
                      Acquired on      Value
Name                  Exercise (#)  Realized ($)  Exercisable  Unexercisable    Exercisable  Unexercisable
--------------------  ------------  ------------  -----------  -------------    -----------  -------------
<S>                   <C>           <C>           <C>          <C>              <C>          <C>
David J. Lance                   0             0       83,000         32,000        150,000              0
--------------------  ------------  ------------  -----------  -------------    -----------  -------------
Rhonda C. Massengill             0             0        2,000         10,000              0              0
--------------------  ------------  ------------  -----------  -------------    -----------  -------------
</TABLE>


                                       34
<PAGE>
COMPENSATION OF DIRECTORS

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

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth the number of shares of the Company's common
stock beneficially owned as of March 12, 2001 by (a) each executive officer and
director of the Company, (b) all executive officers and directors, as a group,
and (c) the shareholders owning more than 5% of the Company's outstanding common
stock.  The information shown below is based upon information furnished to the
Company by the named persons.  Unless otherwise indicated, each person is the
record owner and has sole voting and investment power with respect to his or her
shares.  The Company is unaware of any other shareholder owning more than 5% of
the Company's outstanding common stock.

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

<TABLE>
<CAPTION>



                                                       PERCENT
NAME AND ADDRESS                  NUMBER OF SHARES   OF CLASS(1)
--------------------------------  -----------------  -----------
<S>                               <C>                <C>
(a)  DIRECTORS

David J. Lance
350 West Belmont Avenue                  203,675(2)         20.5
Calhoun, Georgia  30701

Thomas M. Kinnamon
604 Sheridan Avenue                       142,025           15.6
Dalton, Georgia  30721

(b)  EXECUTIVE OFFICERS

Rhonda C. Massengill
                                            4,500(3)           *

(c)  ALL DIRECTORS AND EXECUTIVE           350,200          35.1
      OFFICERS, AS A GROUP

(d)  ADDITIONAL 5% SHAREHOLDER
Ernest M. Acree, Jr.
                                            76,000          8.33


<FN>
----------------
+    Mr.  Lance, Mr. Kinnamon and Ms. Massengill are the only executive officers
     of  the  Company.
*    Represents  less  than  1%.
(1)  For  the purposes of this table, percentages shown treat all shares subject
     to  exercisable options held by directors and executive officers as if they
     were  issued  and  outstanding.
(2)  Includes  an exercisable option to purchase 75,000 shares of Company common
     stock  granted to Mr. Lance under the terms of his employment agreement and
     an  exercisable  option  to  purchase  8,000 shares of Company common stock
     granted to Mr. Lance under the North Georgia Community 2000 Incentive Stock
     Option  Plan.  Mr.  Lance was granted options to purchase a total of 40,000
     shares  under  the  Plan  on  April  1,  2000.  These options vest in equal
     increments  over  5  years.

(3)  Includes  an  exercisable option to purchase 2,000 shares of Company common
     stock  granted  to  Ms.  Massengill  under the North Georgia Community 2000
     Incentive Stock Option Plan. Ms. Massengill was granted options to purchase
     a  total  of  10,000  shares under the Plan on April 1, 2000. These options
     vest  in  equal  increments  over  5  years.
</TABLE>

ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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


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

(a)     Exhibits

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

     3.1        Articles  of  Incorporation.(1)

     3.2        Bylaws.(1)

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


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


     10.2*     Employment  Agreement,  dated  as  of September 22, 1999, between
               North  Georgia  National,  N.A.  and  David  J.  Lance.(3)


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


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

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

     13.1      North  Georgia  Community Financial Partners, Inc. and Subsidiary
               Consolidated  Financial  Report,  December  31,  2001.

     22.1      Subsidiaries  of  North  Georgia  Community.(1)

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

     99.1      2002  Proxy Statement sent to securities holders of North Georgia
               Community.

----------------
*    Compensatory  plan  or  arrangement.
(1)  Incorporated herein by reference to exhibit of same number to the Company's
     Registration  Statement  on  Form S-4, Registration No. 333-34908, declared
     effective  by  the  SEC  on  June  9,  2000.
(2)  Incorporated  herein  by  reference  to  exhibit  2.1  to  the  Company's
     Registration  Statement  on  Form S-4, Registration No. 333-34908, declared
     effective  by  the  SEC  on  June  9,  2000.
(3)  Incorporated herein by reference to exhibit of same number to the Company's
     Annual  Report  on  Form  10-KSB  filed  with  the  SEC  on March 30, 2001.


                                       36
<PAGE>
(b)     Reports on Form 8-K filed in the fourth quarter of 2001:  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
2001 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.


                                       37
<PAGE>
                                   SIGNATURES

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


                                NORTH GEORGIA COMMUNITY
                                FINANCIAL PARTNERS, INC.



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

                                Date:  March 29, 2002



     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.

       Signature               Title                                 Date
       ---------               -----                                 ----


/s/ David J. Lance       President and Chief Executive Officer,
------------------
David J. Lance           Director (principal executive officer)   March 29, 2002



/s/ Thomas M. Kinnamon   Secretary, Director                      March 29, 2002
----------------------
Thomas M. Kinnamon


/s/ Rhonda C. Massengill  Chief Financial Officer                 March 29, 2002
------------------------
Rhonda C. Massengill      (principal financial and
                              accounting officer)


                                       38
<PAGE>
                                  EXHIBIT INDEX
                                  -------------
<TABLE>
<CAPTION>

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

3.2       Bylaws.(1)

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

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

10.2*     Employment  Agreement,  dated  as of September 22, 1999, between North
          Georgia  National,  N.A.  and  David  J.  Lance.(3)

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

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

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

13.1      North Georgia Community Financial Partners, Inc. and Subsidiary
          Consolidated  Financial  Report,  December  31,  2000.                              41

22.1      Subsidiaries of North Georgia Community.(1)

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

99.1      2001 Proxy Statement sent to securities holders of North Georgia
          Community.                                                                          63
<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>


                                       39
<PAGE>