U.S. 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, 2004.
                      ------------------

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

          For the transition period from ______________to _______________

     Commission file number  001-16413
                             ---------

                            NBOG BANCORPORATION, INC.
                            -------------------------
                 (Name of small business issuer in its charter)

              GEORGIA                                      58-2554464
-----------------------------------          -----------------------------------
  (State or other jurisdiction of                      (I.R.S. Employer
  incorporation or organization)                      Identification No.)

807 DORSEY STREET, GAINESVILLE, GEORGIA                      30501
--------------------------------------------------------------------------------
(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:     COMMON STOCK, NO
PAR VALUE.

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 issuer 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 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. [ ]

The issuer's net income for the year ended December 31, 2004 totaled
$(2,889,541).  The aggregate market value of the issuer's common stock held by
non-affiliates as of December 31, 2004 was approximately $4.85 million.  There
is no active trading market for the Company's common stock and it is not
possible to identify precisely the market value of the common stock.  The
estimated aggregate market value of the common stock held by non-affiliates is
based on the last known trade for which management has pricing information,
which was $10.00 per share.

As of March 1, 2005, 822,056 shares of the issuer's common stock were
outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

None.

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


<PAGE>
          CAUTIONARY STATEMENT FOR PURPOSES OF THE PRIVATE SECURITIES
                         LITIGATION REFORM ACT OF 1995.

     This report contains "forward-looking statements" relating to, without
limitation, future economic performance, plans and objectives of management for
future operations, and projections of revenues and other financial items that
are based on the beliefs of management, as well as assumptions made by and
information currently available to management.  The words "may," "will,"
"anticipate," "should," "would," "believe," "contemplate," "expect," "estimate,"
"continue," and "intend," as well as other similar words and expressions of the
future, are intended to identify forward-looking statements.  Our actual results
may differ materially from the results discussed in the forward-looking
statements, and our operating performance each quarter is subject to various
risks and uncertainties that are discussed in detail in our filings with the
Securities and Exchange Commission, including, without limitation:

     -    the effects of future economic conditions;

     -    governmental monetary and fiscal policies, as well as legislative and
          regulatory changes;

     -    changes in interest rates and their effect on the level and
          composition of deposits, loan demand, and the values of loan
          collateral, securities and other interest-sensitive assets and
          liabilities;

     -    our ability to control costs, expenses, and loan delinquency rates;
          and

     -    the effects of competition from other commercial banks, thrifts,
          mortgage banking firms, consumer finance companies, credit unions,
          securities brokerage firms, insurance companies, money market and
          other mutual funds and other financial institutions operating in our
          market area and elsewhere, including institutions operating
          regionally, nationally, and internationally, together with such
          competitors offering banking products and services by mail, telephone,
          computer and the Internet.


                                     PART I

ITEM 1.     DESCRIPTION OF BUSINESS

                      BUSINESS OF THE COMPANY AND THE BANK

GENERAL

     NBOG Bancorporation, Inc., a bank holding company, owns 100% of the
outstanding common stock of The National Bank of Gainesville, which operates in
the Gainesville, Georgia area.  The Bank is chartered and regulated by the
Office of the Comptroller of the Currency (the "OCC") and the FDIC.  The Bank
received final approvals from bank regulators to commence banking operations on
March 1, 2002.  The Company currently engages in no business other than owning
and managing the Bank.

NEW MANAGEMENT TEAM

     In August 2004, the Bank received a final report from the OCC identifying
weaknesses in the overall credit risk management process, and, in connection
with the report, has committed to take specific


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actions to strengthen or correct identified weaknesses.  These weaknesses were
first recognized during a series of audits completed by the Bank's internal and
external auditors and the OCC during the last quarter of 2003 and first quarter
of 2004.  The Bank has agreed to achieve and maintain on or before March 31,
2005 a Total Capital to risk-weighted assets ratio of at least fourteen percent
(14%) and a Tier 1 Capital to adjusted total assets ratio of at least nine
percent (9%).

     In addition, the Bank has committed to:

  -  adopt a written strategic plan covering at least a three-year
     period;
  -  review and revise its written loan policy;
  -  obtain an independent review of its loan program; and
  -  review  the  adequacy,  and  establish  a  program  to  maintain  the
     adequacy of, its allowance for loan and lease losses.

     The Board of Directors of the Bank determined that it was appropriate to
replace the entire management team of the Bank, and has hired a new
President/Chief Executive Officer, Senior Lender and Chief Financial Officer.
The new management team has extensive expertise in the commercial and consumer
lending area and experience in the management and restructuring of a bank with
credit deficiencies.  The management team has also replaced the Bank's entire
lending staff.  The Company believes that it is in material compliance with the
commitments to the OCC to remedy the causes of the identified weaknesses.  See
"Item 6.  Management's Discussion and Analysis of Financial Condition and
Results of Operations - Formal Agreement."

PRODUCTS AND SERVICES

     DEPOSIT SERVICES.  We offer a full range of interest-bearing and
non-interest-bearing accounts, including commercial and retail checking
accounts, money market accounts, individual retirement accounts, regular
interest-bearing statement savings accounts and certificates of deposit with
fixed and variable rates and a range of maturity date options.  The sources of
deposits are residents, businesses, and employees of businesses within our
market area, obtained through the personal solicitation of its officers and
directors, direct mail solicitation, and advertisements published in the local
media.  We pay competitive interest rates on time and savings deposits up to the
maximum permitted by law or regulation.  In addition, we have implemented a
service charge fee schedule competitive with other financial institutions in our
market area, covering such matters as maintenance fees on checking accounts, per
item processing fees on checking accounts, returned check charges and the like.

     CREDIT SERVICES.  We emphasize a range of lending services, including real
estate, commercial and consumer loans, to individuals and small-to medium-sized
businesses and professional concerns that are located in or conduct a
substantial portion of their business in our market area.  We emphasize retail
banking, home mortgages and consumer lending needs.  The principal economic risk
associated with each category of loans that the Bank makes is the
creditworthiness of the borrower.  Borrower creditworthiness is affected by
general economic conditions and the strength of the relevant business market
segment.  General economic factors affecting a borrower's ability to repay
include interest, inflation and employment rates, as well as other factors
affecting a borrower's customers, suppliers and employees.

     Real Estate Loans.  One of the primary components of our loan portfolio is
     -----------------
loans secured by first or second mortgages on real estate.  These loans
generally consist of commercial real estate loans, construction and development
loans, and residential real estate loans (home equity loans are excluded as they
are classified as consumer loans).  Loan terms generally are limited to five
years or less, although


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payments may be structured on a longer amortization basis.  Interest rates may
be fixed or adjustable, and will more likely be fixed in the case of shorter
term loans.  We generally charge an origination fee. We attempt to reduce credit
risk in the commercial real estate portfolio by emphasizing loans on
owner-occupied office and retail buildings where the loan-to-value ratio,
established by independent appraisals, does not exceed 80%.  In addition, we
typically require personal guarantees of the principal owners of the collateral
property, combined with our review of the personal financial statements of the
principal owners.  We generally apply the same underwriting criteria for home
equity loans and lines of credit as for first mortgage loans, as described
above.  The risks associated with real estate loans vary with many economic
factors, including employment levels and fluctuations in the value of real
estate.  Risks associated with commercial real estate loans also include tenant
vacancy rates and the quality of the borrower's management.  Risks associated
with construction lending include the builder's ability to sell the home to a
buyer and to build the project according to the plans and specifications of the
buyer and the Bank's ability to administer and control all phases of the
construction disbursements.  Risks associated with residential mortgage loans
also include the ability of the Bank to sell foreclosed real estate in a down
market or economy.

     Consumer Loans.  We make a variety of loans to individuals for personal and
     --------------
household purposes, including secured and unsecured installment and term loans
and lines of credit.  These loans typically carry balances of less than $25,000
and, in the case of non-revolving loans, are amortized over a period not to
exceed 60 months.  The revolving loans typically bear interest at a fixed rate
and require monthly payments of interest and a portion of the principal balance.
Consumer loans generally involve more risks than residential mortgage loans
because the collateral for defaulted loans may not provide an adequate source of
repayment of the principal due to damage to the collateral or other loss of
value.  In addition, consumer loan performance depends upon the borrower's
continued financial stability and is therefore more likely to be adversely
affected by job loss, divorce, illness or personal bankruptcy.

     Commercial Loans.  We make loans for commercial purposes in various lines
     ----------------
of businesses. Equipment loans are typically for a term of five years or less at
fixed or variable rates, with the loan fully amortized over the term and secured
by the financed equipment and with a loan-to-value ratio of 80% or less.
Working capital loans typically have terms not exceeding one year and are
usually secured by accounts receivable, inventory, or personal guarantees of the
principals of the business.  For loans secured by accounts receivable or
inventory, principal is typically repaid as the assets securing the loan are
converted into cash, and in other cases principal is typically due at maturity.
The quality of the commercial borrower's management and its ability to both
evaluate properly changes in the supply and demand characteristics affecting its
markets for products and services and to respond effectively to such changes are
significant factors in a commercial borrower's creditworthiness.

     Loan Approval and Review.  Our loan approval policies provide for various
     ------------------------
levels of officer lending authority.  When the amount of aggregate loans to a
single borrower exceeds that individual officer's lending authority, the loan
request will be considered and approved by an officer with a higher lending
limit.  We have established a Board loan committee that must approve any loan
over the chief executive officer's lending limit.  We will not make any loans to
any director, officer, or employee on terms more favorable to such person than
would be available to an unaffiliated person.

     OTHER SERVICES.  In addition to deposit and loan services, the Bank offers
banking, cash management services, travelers' checks, direct deposit of payroll
and social security checks, and automatic drafts for various accounts.  The Bank
is a member of a network of automated teller machines that may be used by
customers in major cities throughout Georgia, the United States, and in various
cities worldwide.  The Bank offers VISA and MasterCard credit cards and merchant
credit card processing to


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the Bank's customers through third party vendors.  The Bank will be reviewing
opportunities for offering Internet banking services and expects to provide
appropriate services through third party vendor relationships.   The Bank
currently offers telephone banking and NetImage.  NetImage is a product that
allows the customer to view images of their cleared checks via connection to the
internet through a secure link in the Bank's website.

LENDING POLICIES

     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:

     -    15% of the Bank's capital and surplus; or

     -    25% of its capital and surplus if the excess over 15% is within
          federal guidelines, which provides an exception to the 15% limit for
          debt secured by readily marketable collateral, as defined by OCC
          regulations.

     The Bank complies with the statutory lending limits, as described above.
The Bank's legal lending limits will increase or decrease as the Bank's capital
increases or decreases as a result of, among other reasons, its earnings or
losses.  The Bank will continue to sell loan participations to other financial
institutions to meet the needs of customers requiring loans above these limits.

     The interagency guidelines adopted by federal bank regulators, including
the Comptroller of the Currency, mandate that financial institutions establish
real estate lending policies and establishing particular minimum real estate
loan-to-value standards.  The Bank has adopted these federal standards as its
minimum standards.  These standards require maximum loan-to-value ratios for
various types of real estate loans, although the Bank may make exceptions to the
maximum guidelines, which exceptions must be accounted for and tracked.

ASSET MANAGEMENT POLICIES

     A committee composed of the executive officers of the Bank is charged with
managing the Bank's assets and liabilities pursuant to policies established by
the directors' Asset/Liability and Investment Committee.  The committee attempts
to manage asset growth, liquidity and capital in order to optimize income and
reduce interest-rate risk.  The committee directs the Bank's overall acquisition
and allocation of funds.  The management committee meets with the director's
Asset/Liability and Investment Committee on a quarterly basis.  The director's
committee reviews and discusses the monthly asset and liability funds budget in
relation to the actual flow of funds, as well as peer group comparisons; the
ratio of the amount of rate-sensitive assets to the amount of rate-sensitive
liabilities; the ratio of the allowance for loan losses to outstanding and
non-performing loans; and other variables, such as expected loan demand,
investment opportunities, core deposit growth within specified categories,
regulatory changes, monetary policy adjustments and the overall state of the
economy.

     The Bank's investment policy is to optimize income, consistent with
liquidity, asset quality and regulatory constraints.  The policy is reviewed
from time to time by the Board of Directors of the Bank.  Individual
transactions, portfolio composition and performance are reviewed and approved
monthly by the Board of Directors or a committee thereof.  The President and CEO
of the Bank implements the policy and reports to the full Board of Directors on
a quarterly basis information concerning sales,


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purchases, resultant gains or losses, average maturity, federal taxable
equivalent yields, and appreciation or depreciation by investment categories.

     Correspondent banking involves the provision of services by one bank to
another bank which cannot provide that service for itself from an economic or
practical standpoint.  The Bank has purchased correspondent services offered by
larger banks, including check collections, services relating to the purchase of
Federal Funds, security safekeeping, investment services, coin and currency
supplies, overline and liquidity loan participations and sales of loans to or
participations with correspondent banks.  The Bank sells loan participations to
correspondent banks with respect to loans that exceed the Bank's lending limit.
As compensation for services provided by a correspondent, the Bank may maintain
balances with such correspondents in noninterest-bearing accounts.

MARKET  OPPORTUNITIES  AND  COMPETITION

     The Bank primarily serves the northern Georgia market of Hall County,
including Gainesville and five smaller municipalities.  Hall County has a
population of approximately 139,000 and encompasses 394 square miles.  Lake
Lanier, a manmade lake with 607 miles of shoreline, forms the county's western
boundary.  Gainesville, the county seat, is situated approximately 50 miles
northeast of Atlanta and 100 miles southwest of Greenville, South Carolina.
According to the 2000 Census, the median income for a family in Hall County was
$50,100.

     The Bank competes as a financial intermediary with other lenders and
deposit-takers, including other commercial banks, thrift institutions, credit
unions, finance companies, mutual funds, insurance companies, and brokerage
companies and investment banking firms.  According to information provided by
the FDIC, as of June 30, 2004 there were 51 offices of 15 banks operating and
reporting deposits in Hall County of $2.32 billion.  Currently the Bank's local
competitors are Gainesville Bank & Trust and Community Bank and Trust.

EMPLOYEES

     As of December 31, 2004, the Bank had 21 full-time employees and 3
part-time employees.  The only employees of the Company are its officers.  The
Company and the Bank consider their relationship with employees to be excellent.

                           SUPERVISION AND REGULATION

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

NBOG BANCORPORATION, INC.

     Since the Company owns all of the capital stock of the Bank, it is a bank
holding company under the federal Bank Holding Company Act of 1956.  As a
result, the Company is primarily subject to the supervision, examination, and
reporting requirements of the Bank Holding Company Act and the regulations of
the Federal Reserve.  As a bank holding company located in Georgia, the Georgia
Department of Banking and Finance also regulates and monitors all significant
aspects of the Company's operations.


                                        5
<PAGE>
     ACQUISITIONS OF BANKS.  The Bank Holding Company Act requires every bank
holding company to obtain the Federal Reserve's prior approval before:

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

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

          -    merging or consolidating with any other bank holding company.

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

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

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

          -    the bank holding company has registered securities under Section
               12 of the Securities Exchange Act of 1934; or

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

     Our common stock is registered under Section 12 of the Securities Exchange
Act of 1934.  The regulations provide a procedure for challenging the rebuttable
presumption of control.

     PERMITTED ACTIVITIES.  Bank holding companies 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 the following:


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<PAGE>
          -    Banking or managing or controlling banks; and

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

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

          -    Factoring accounts receivable;

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

          -    Leasing personal or real property;

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

          -    Trust company functions;

          -    Financial and investment advisory activities;

          -    Conducting discount securities brokerage activities;

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

          -    Providing specified management consulting and counseling
               activities;

          -    Performing selected data processing services and support
               services;

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

          -    Performing selected insurance underwriting activities.

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

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

          -    Lending, trust and other banking activities;

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

          -    Providing financial, investment, or advisory services;

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

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


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

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

          -    Merchant banking through securities or insurance affiliates; and

          -    Insurance company portfolio investments.

     To qualify to become a financial holding company, the Bank and any other
depository institution subsidiary of the Company must be well capitalized and
well managed and must have a Community Reinvestment Act rating of at least
"satisfactory."  Additionally, the Company must file an election with the
Federal Reserve to become a financial holding company and must provide the
Federal Reserve with 30 days' written notice prior to engaging in a permitted
financial activity.

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

THE NATIONAL BANK OF GAINESVILLE

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

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

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


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may be limited.  Many states that have elected to opt-in have done so on a
reciprocal basis, meaning that an out-of-state bank may establish a new start-up
branch only if their home state has also elected to opt-in.  Consequently, until
Georgia changes its election, the only way we will be able to branch into states
that have elected to opt-in on a reciprocal basis will be through interstate
merger.

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

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

     FDIC INSURANCE ASSESSMENTS.  The FDIC has adopted a risk-based assessment
system for insured depository institutions that takes into account the risks
attributable to different categories and concentrations of assets and
liabilities.  The system assigns an institution to one of three capital
categories: (1) well capitalized; (2) adequately capitalized; and (3)
undercapitalized.  These three categories are substantially similar to the
prompt corrective action categories described above, with the "undercapitalized"
category including institutions that are undercapitalized, significantly
undercapitalized, and critically undercapitalized for prompt corrective action
purposes.  The FDIC also assigns an institution to one of three supervisory
subgroups based on a supervisory evaluation that the institution's primary
federal regulator provides to the FDIC and information that the FDIC determines
to be relevant to the institution's financial condition and the risk posed to
the deposit insurance funds.  Assessments range from 0 to 27 cents per $100 of
deposits, depending on the institution's capital group and supervisory subgroup.
In addition, the FDIC imposes assessments to help pay off the $780 million in
annual interest payments on the $8 billion Financing Corporation bonds issued in
the late 1980s as part of the government rescue of the thrift industry.  This
assessment rate is adjusted quarterly and is set at 1.44 cents per $100 of
deposits for the first quarter of 2005.

     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.


                                        9
<PAGE>
     COMMUNITY REINVESTMENT ACT. The Community Reinvestment Act requires that,
in connection with examinations of financial institutions within their
respective jurisdictions, the Federal Reserve, the FDIC, or the Office of the
Comptroller of the Currency, shall evaluate the record of each financial
institution in meeting the credit needs of its local community, including low
and moderate-income neighborhoods. These facts are also considered in evaluating
mergers, acquisitions, and applications to open a branch or facility. Failure to
adequately meet these criteria could impose additional requirements and
limitations on the Bank. Since our aggregate assets are not more than $250
million, under the Gramm-Leach-Bliley Act, we are generally subject to a
Community Reinvestment Act examination only once every 60 months if we receive
an "outstanding" rating, once every 48 months if we receive a "satisfactory"
rating and as needed if our rating is less than "satisfactory." Additionally, we
must publicly disclose the terms of various Community Reinvestment Act-related
agreements.

     OTHER REGULATIONS. Interest and other charges collected or contracted for
by the Bank are subject to state usury laws and federal laws concerning interest
rates. For example, under the Soldiers' and Sailors' Civil Relief Act of 1940, a
lender is generally prohibited from charging an annual interest rate in excess
of 6% on any obligation for which the borrower is a person on active duty with
the United States military.

     The Bank's loan operations are also subject to federal laws applicable to
credit transactions, such as the:

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

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

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

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

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

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

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

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


                                       10
<PAGE>
     The deposit operations of the Bank 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.

FORMAL AGREEMENT

     On August 18, 2004, the Bank entered a Formal Agreement with the Office of
the Comptroller of the Currency.  The Formal Agreement requires specific actions
to strengthen or correct identified weaknesses.  The Bank has agreed to achieve
and maintain on or before March 31, 2005 a Total Capital to risk-weighted assets
ratio of at least fourteen percent (14%) and a Tier 1 Capital to adjusted total
assets ratio of at least nine percent (9%).

     In addition, the Bank has committed to:

     -    adopt a written strategic plan covering at least a three-year period;
     -    review and revise its written loan policy;
     -    obtain an independent review of its loan program; and
     -    review the adequacy, and establish a program to maintain the adequacy
          of, its allowance for loan and lease losses.

     The Company believes that it is on schedule to be in substantial compliance
with the requirements of the Formal Agreement at March 31, 2005.  See "Item 6.
Management's Discussion and Analysis of Financial Condition and Results of
Operations - Formal Agreement."

CAPITAL ADEQUACY

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

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


                                       11
<PAGE>
     Under the terms of the Formal Agreement, the Bank is required to achieve
and maintain on or before March 31, 2005 a Total Capital ratio to risk-weighted
assets of at least 14.0% and a Tier 1 Capital to average assets of at least
9.0%. 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 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, 2004, our ratio of total
capital to risk-weighted assets was 12.6%, our ratio of Tier 1 Capital to
risk-weighted assets was 11.3% and our ratio of Tier 1 Capital to average assets
was 7.8%. See "Item 6. Management's Discussion and Analysis of Financial
Condition and Results of Operation - Formal Agreement."

     Absent the Formal Agreement, the minimum guideline for the ratio of total
capital to risk-weighted assets is 8% and Tier 1 Capital must equal at least 4%
of risk-weighted assets. New banks are generally required to maintain a minimum
ratio of Tier 1 Capital to average assets of 8.0% for the first three years of
operations. 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%. 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 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 "-The National Bank of Gainesville-Prompt Corrective Action."

PAYMENT OF DIVIDENDS

     The Company is a legal entity separate and distinct from the Bank.  The
principal sources of the Company's cash flow, including cash flow to pay
dividends to its shareholders, are dividends that the Bank pays to its sole
shareholder, the Company.  Statutory and regulatory limitations apply to the
Bank's payment of dividends to the Company as well as to the Company's payment
of dividends to its shareholders.  Currently, the Bank is precluded from paying
dividends until it is cumulatively profitable.

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

     The payment of dividends by the Company and the Bank may also be affected
by other factors, such as the requirement to maintain adequate capital above
regulatory guidelines. If, in the opinion of the Office of the Comptroller of
the Currency, the Bank were engaged in or about to engage in an unsafe or
unsound practice, the Office of the Comptroller of the Currency could require,
after notice and a


                                       12
<PAGE>
hearing, that the Bank stop or refrain engaging in the practice.  The federal
banking agencies have indicated that paying dividends that deplete a depository
institution's capital base to an inadequate level would be an unsafe and unsound
banking practice.  Under the Federal Deposit Insurance Corporation Improvement
Act of 1991, a depository institution may not pay any dividend if payment would
cause it to become undercapitalized or if it already is undercapitalized.
Moreover, the federal agencies have issued policy statements that provide that
bank holding companies and insured banks should generally only pay dividends out
of current operating earnings.  See "-The National Bank of Gainesville-Prompt
Corrective Action" above.

RESTRICTIONS ON TRANSACTIONS WITH AFFILIATES

     The Company and the Bank are subject to the provisions of Section 23A of
the Federal Reserve Act.  Section 23A places limits on the amount of:

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

     -    a bank's investment in affiliates;

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

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

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

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

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

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

PRIVACY

     Financial institutions are required to disclose their policies for
collecting and protecting confidential information.  Customers generally may
prevent financial institutions from sharing nonpublic personal financial
information with nonaffiliated third parties except under narrow circumstances,
such as the processing of transactions requested by the consumer or when the
financial institution is jointly sponsoring a product or service with a
nonaffiliated third party.  Additionally, financial institutions


                                       13
<PAGE>
generally may not disclose consumer account numbers to any nonaffiliated third
party for use in telemarketing, direct mail marketing or other marketing to
consumers.

CONSUMER CREDIT REPORTING

     On December 4, 2003, President Bush signed the Fair and Accurate Credit
Transactions Act, amending the federal Fair Credit Reporting Act.  These
amendments to the Fair Credit Reporting Act (the "FCRA Amendments") became
effective in 2004.  The FCRA Amendments include, among other things:

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

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

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

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

     The FCRA Amendments also prohibit a business that receives consumer
information from an affiliate from using that information for marketing purposes
unless the consumer is first provided a notice and an opportunity to direct the
business not to use the information for such marketing purposes (the "opt-out"),
subject to limited exceptions.  We do not share consumer information among our
affiliated companies for marketing purposes, except as may be allowed under
exceptions to the notice and opt-out requirements.  Because no affiliate of the
Company is currently sharing consumer information with any other affiliate of
the Company for marketing purposes, the limitations on sharing of information
for marketing purposes does not have a significant impact on the Company.

ANTI-TERRORISM AND MONEY LAUNDERING LEGISLATION

     The Bank is subject to the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the
"USA PATRIOT Act"), the Bank Secrecy Act, and rules and regulations of the
Office of Foreign Assets Control (the "OFAC").  These statutes and related rules
and regulations impose requirements and limitations on specified financial
transactions and account relationships, intended to guard against money
laundering and terrorism financing.  The Bank has established a customer
identification program under Section 326 of the USA PATRIOT Act and the Bank
Secrecy Act, and otherwise has implemented policies and procedures to comply
with the foregoing rules.

PROPOSED LEGISLATION AND REGULATORY ACTION

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


                                       14
<PAGE>
EFFECT OF GOVERNMENTAL MONETARY POLICES
     Our earnings are affected by domestic economic conditions and the monetary
and fiscal policies of the United States government and its agencies.  The
Federal Reserve Bank's monetary policies have had, and are likely to continue to
have, an important impact on the operating results of commercial banks through
its power to implement national monetary policy in order, among other things, to
curb inflation or combat a recession.  The monetary policies of the Federal
Reserve affect the levels of bank loans, investments and deposits through its
control over the issuance of United States government securities, its regulation
of the discount rate applicable to member banks and its influence over reserve
requirements to which member banks are subject.  We cannot predict the nature or
impact of future changes in monetary and fiscal policies.

ITEM  2.     DESCRIPTION  OF  PROPERTY.

     The Bank began operations in a modular temporary office of approximately
2,200 square feet on property located at the corner of Pearl Nix Extension and
Dorsey Street in Gainesville, Georgia.  In August 2004 the Company completed
construction of its permanent main office at 807 Dorsey Street, Gainesville,
Georgia.  The main office provides approximately 12,000 square feet and also
serves as the Company's headquarters.  The main office facilities include a
teller line, customer service area, offices for the Bank's lenders and officers,
a vault with safe deposit boxes, drive-in teller lanes and a drive-up automated
teller machine.

ITEM  3.     LEGAL  PROCEEDINGS.

     There are no material 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.

     No matters were submitted to a vote of security-holders during the fourth
quarter of the fiscal year covered by this report.


                                       15
<PAGE>
                                     PART II

ITEM  5.     MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS.

     As of March 1, 2005, NBOG had 822,056 shares of common stock outstanding
and approximately 693 shareholders of record.  Approximately 267,000 additional
shares were subject to outstanding options and warrants to purchase NBOG common
stock at an exercise price of $10.00 per share.  There is currently no market
for our shares of common stock, and it is not likely that an active trading
market will develop for the shares in the future.  There are no present plans
for the common stock to be traded on any stock exchange or
over-the-counter-market.  There is only incomplete information about trades of
our shares and the prices at which any shares have traded.

     To our knowledge, no trades have occurred during 2005, while sporadic
trades occurred during 2004 and 2003 at a price of $10.00 per share.  Between
December 29, 2004 and December 31, 2004, we entered into subscription agreements
with 12 investors, in which we agreed to issue a total of 58,399 shares of our
common stock at $6.00 per share for total aggregate proceeds of $350,394.
Between January 7, 2005 and January 26, 2005, we entered into subscription
agreements with two investors, in which we agreed to issue a total of 16,667
shares of our common stock at $6.00 per share for total aggregate proceeds of
$100,002.  There were no brokerage or underwriting commissions paid in the
private placements.  The common stock was sold under the exemption from
registration provided by Section 4(2) of the Securities Act of 1933 because they
were transactions by an issuer that did not involve a public offering.

     We have not paid dividends to our shareholders to date, and do not
anticipating paying dividends in the immediate future.  The holders of our
common stock will be entitled to receive dividends when and if declared by our
board of directors out of funds legally available for dividends.  NBOG
Bancorporation, Inc. is a legal entity separate and distinct from The National
Bank of Gainesville, and its revenues will depend in significant part on the
dividends paid by the Bank to the Company.  No assurances can be given that
dividends will be declared by the Company, or if declared, what the amount of
the dividends will be or whether such dividends, once declared, would continue.
The Bank is subject to legal restrictions on the amount of dividends it may pay.

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

     This discussion and analysis is intended to assist you in understanding our
financial condition and results of operations.  You should read this commentary
in conjunction with the financial statements and the related notes and the other
statistical information included elsewhere in this report, as well as with an
understanding of our short operating history.

GENERAL

     NBOG Bancorporation, Inc. (the "Company") opened for business through its
banking subsidiary, The National Bank of Gainesville (the "Bank"), on March 25,
2002.

     The following discussion describes our results of operations for 2004 as
compared to 2003 and also analyzes our financial condition as of December 31,
2004 as compared to December 31, 2003.  Like most community banks, we derive a
significant portion of our income from interest we receive on our loans and
investments.  Our primary source of funds for making these loans and investments
is our deposits, on


                                       16
<PAGE>
which we pay interest.  Consequently, one of the key measures of our success is
our amount of net interest income, or the difference between the income on our
interest-earning assets, such as loans and investments, and the expense on our
interest-bearing liabilities, such as deposits.  Another key measure is the
spread between the yield we earn on these interest-earning assets and the rate
we pay on our interest-bearing liabilities.

     We have included a number of tables to assist in our description of these
measures.  For example, the "Average Balances" table shows the average balance
during 2004 and 2003 of each category of our assets and liabilities, as well as
the yield we earned or the rate we paid with respect to each category.  A review
of this table shows that our loans typically provide higher interest yields than
do other types of interest earning assets, which is why we intend to channel a
substantial percentage of our earning assets into our loan portfolio.
Similarly, the "Rate/Volume Analysis" table helps demonstrate the impact of
changing interest rates and changing volume of assets and liabilities during the
years shown.  We also track the sensitivity of our various categories of assets
and liabilities to changes in interest rates, and we have included a
"Sensitivity Analysis Table" to help explain this.  Finally, we have included a
number of tables that provide detail about our investment securities, our loans,
and our deposits.

     Of course, there are risks inherent in all loans, so we maintain an
allowance for loan losses to absorb probable losses on existing loans that may
become uncollectible.  We establish and maintain this allowance by charging a
provision for loan losses against our operating earnings.  In the "Provision and
Allowance for Loan Losses" section we have included a detailed discussion of
this process.

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

     The following discussion and analysis also identifies significant factors
that have affected our financial position and operating results during the
periods included in the accompanying financial statements.  We encourage you to
read this discussion and analysis in conjunction with the financial statements
and the related notes and the other statistical information also included in
this Annual Report on Form 10-KSB.

CRITICAL ACCOUNTING POLICIES

     We have adopted various accounting policies, which govern the application
of accounting principles generally accepted in the United States of America, in
the preparation of our consolidated financial statements.  Our significant
accounting policies are described in Note 1 in the footnotes to the consolidated
financial statements at December 31, 2004 included elsewhere in this Annual
Report on Form 10-KSB.  Critical accounting policies are dependent on estimates
that are particularly susceptible to significant changes.  Determination of the
Bank's provision and allowance for loan losses and income taxes have been
identified as critical accounting policies.

     The provision for loan losses represents management's best estimate of the
losses known and inherent in the loan portfolio that are both probable and
reasonable to estimate, based on, among other factors, prior loss experience,
volume and type of lending conducted, estimated value of any underlying
collateral, economic conditions (particularly as such conditions relate to the
Bank's market area), regulatory guidance, peer statistics, management's
judgment, past due loans in the loan portfolio, loan charge off experience and
concentrations of risk (if any).  Determining the amount of the allowance for
loan losses is considered a critical accounting estimate because it requires
significant estimates,


                                       17
<PAGE>
assumptions, and judgments.  The loan portfolio also represents the largest
asset type on the consolidated balance sheets.

     The evaluation of the adequacy of the provision for loan losses is based
upon loan categories except for delinquent loans and loans for which management
has knowledge about possible credit problems of the borrower or knowledge of
problems with loan collateral, which are evaluated separately and assigned loss
amounts based upon the evaluation.  Loss ratios are applied to each category of
loan other than commercial loans (including letters of credit and unused
commitments), where the loans are further divided by risk rating and loss ratios
are applied by risk rating, to determine estimated loss amounts.  Categories of
loans are real estate loans (including mortgage and construction), consumer
loans and commercial loans.

     Management has significant discretion in making the judgments inherent in
the determination of the provision and allowance for loan losses, including in
connection with the valuation of collateral and the financial condition of the
borrower, and in establishing loss ratios and risk ratings.  The establishment
of allowance factors is a continuing exercise and allowance factors may change
over time, resulting in an increase or decrease in the amount of the provision
or allowance based upon the same volume and classification of loans.

     Changes in allowance factors or in management's interpretation of those
factors will have a direct impact on the amount of the provision, and a
corresponding effect on income and assets. Also, errors in management's
perception and assessment of the allowance factors could result in the allowance
not being adequate to cover losses in the portfolio, and may result in
additional provisions or charge-offs, which would adversely affect income and
capital. For additional information regarding the allowance for loan losses, see
the "Provision and Allowance for Loan Losses" section.

     Income taxes are accounted for using the asset and liability method.  Under
this method, deferred tax assets or liabilities are recognized for the future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases.  Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in years in which those temporary
differences are expected to be recovered or settled.  The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.  The determination of current and
deferred taxes is based on complex analyses of many factors including
interpretation of Federal and state income tax laws, the difference between tax
and financial reporting basis assets and liabilities (temporary differences),
estimates of amounts due or owed such as the reversals of temporary differences,
and current financial accounting standards.  Actual results could differ
significantly from the estimates and interpretations used in determining current
and deferred taxes.

     Our ability to realize a deferred tax benefit as a result of net operating
losses will depend upon whether we have sufficient taxable income of an
appropriate character in the carryforward periods.  We then establish a
valuation allowance to reduce the deferred tax asset to the level that it is
"more likely than not" that we will realize the tax benefit.  As of December 31,
2003, the Company had generated nine consecutive months of net income primarily
from core earnings, which, at that time, management believed was indicative of
the Company's ability to continue to generate taxable income and allowed the
recognition of the deferred tax asset.  However, during 2004 when it became
apparent that the Company would not continue to generate taxable income at a
consistent level, the tax benefit recognized in 2003 had to be reversed and
recorded against current 2004 earnings.  For additional information regarding
the allowance for loan losses, see the "Income Taxes" section.


                                       18
<PAGE>
FORMAL AGREEMENT

     On August 18, 2004, the Bank entered a formal written agreement with the
Office of the Comptroller (the "Formal Agreement"), which set forth a series of
actions necessary to correct identified weaknesses.

     In connection with the Formal Agreement, and as a result of the identified
weaknesses, our Board of Directors decided to replace the Bank's executive
officers, and hired a new President/Chief Executive Officer, Senior Lender and
Chief Financial Officer.  In addition, management has replaced the Bank's entire
lending staff.  The new executive officers have extensive expertise in the
commercial and consumer lending area and experience in the management and
restructuring of a bank with credit deficiencies.  We believe we are on schedule
to meet all of the requirements of the Formal Agreement, and have made important
strides in identifying and remedying the causes of the weaknesses.

     The table below describes each requirement of the Formal Agreement with the
OCC and the Bank's corrective action or the current status and efforts to
correct the issues identified in the Formal Agreement.

<TABLE>
<CAPTION>
                     REQUIREMENT                                        CORRECTIVE ACTION/STATUS
                     -----------                                        ------------------------
<S>                                                      <C>
Appoint a compliance committee to monitor the            The Bank established a compliance committee
Bank's compliance with the Formal Agreement.             consisting of Directors Palmour, Dunagan,
                                                         Anderson, Turner and Allison in September 2004.
                                                         The committee meets monthly to monitor
                                                         compliance and reports monthly to the OCC.

Obtain a permanent President and Senior Lender.          President Albert F. Satterwhite and Senior Lender
                                                         Michael S. Lynch were hired by the Bank.  Both
                                                         have received final approvals, subject to the
                                                         regulatory agencies authority to disapprove.

By September 30, 2004, achieve and maintain the          At the end of January 2005, the Bank achieved and
following capital ratios:                                has since maintained Total Capital at least equal to
     -  Total Capital at least equal to 12% of risk-     12% of risk-weighted assets and Tier 1 Capital at
        weighted assets; and                             least equal to 8% of adjusted total assets.
     -  Tier 1 Capital at least equal to 8% of
        adjusted total assets.

By March 31, 2005, achieve and maintain the              The Directors of the Bank have exercised warrants
following capital ratios:                                and options at $10.00 per share to provide
     -  Total Capital at least equal to 14% of risk-     additional capital.  The Company also intends to
        weighted assets; and                             offer additional shares of it common stock in a
     -  Tier 1 Capital at least equal to 9% of           rights offering during 2005 to raise additional
        adjusted total assets.                           capital.

Develop, implement and thereafter ensure Bank            The Board of Directors has developed, and is in the
adherence to a three-year capital program.               process of implementing, a three-year capital
                                                         program.


                                       19
<PAGE>
                     REQUIREMENT                                        CORRECTIVE ACTION/STATUS
                     -----------                                        ------------------------

Revise the Bank's written loan policy.                   The Board of Directors have reviewed and revised
                                                         the Bank's written loan policy.  This policy has
                                                         been adopted and implemented by the Board and
                                                         will be monitored for Bank adherence.  A copy of
                                                         the policy was forwarded to the OCC.

Employ a qualified consultant to perform an              The Bank has entered into a two-year service
ongoing asset quality review of the Bank until such      agreement with Professional Bank Services (PBS)
time as an ongoing internal asset quality review         of Louisville, Kentucky to perform periodic credit
system is developed by the Board, implemented and        review examinations.
demonstrated to be effective.

Obtain current and satisfactory credit information       Current and satisfactory credit information has
on all loans over $25,000 lacking such information       been obtained on all loans over $25,000.  Proper
and obtain proper collateral documentation on all        collateral documentation has also been obtained on
loans.                                                   all loans identified with collateral deficiencies. Any
                                                         loans for which the Bank was unable to obtain
                                                         satisfactory credit or collateral documentation has
                                                         been classified by the Bank.

Adopt, implement and thereafter take all available       The Bank has adopted and implemented the
measures to ensure the Bank adherence to a written       appropriate measures to ensure the Bank's
program designed to eliminate the basis of criticism     adherence to the written program designed to
of assets criticized in the Report of Examination, in    eliminate the basis of criticism of assets criticized
any subsequent Report of Examination or by any           in the Report of Examination, in any subsequent
internal or external loan review, or in any list         Report of Examination or by any internal or
provided to management by the National Bank of           external loan review, or in any list provided to
Examiners.  The Board or a designated committee,         management by the National Bank of Examiners.
shall conduct a review of this process on a quarterly    The Compliance Committee reviews a list of all
basis to determine the status of each criticized asset   criticized assets each month to ensure Bank
or criticized portion thereof that equals or exceeds     adherence and forwards a copy of this list to the
50,000, management's adherence to the program            OCC.
adopted pursuant to this requirement, the status and
effectiveness of the written program, and the need
to revise the program or take alternative action.

Review on a quarterly basis the Bank's Allowance         The Board has established a methodology to
for Loan Losses and establish a program to for           analyze and review the adequacy of the Bank's
maintenance of an adequate allowance.  Any               Allowance for Loan Losses, which is reviewed on a
deficiency in the allowance shall be remedied in the     monthly basis to ensure adequate reserves will be
quarter it is discovered by additional provisions        maintained at the end of the fiscal quarter.  Any
from earnings.  Written documentation shall also be      deficiency in the amount of reserves maintained in
maintained indicating the required factors               the loan loss allowance will be remedied by the end
considered and conclusions reached by the Board in       of the quarter as required by the Formal Agreement.
determining the adequacy of the allowance.               Written documentation is also maintained in file
                                                         indicating the factors considered and conclusions
                                                         reached by the Board in determining the adequacy
                                                         of the Allowance for Loan and Lease Losses.


                                       20
<PAGE>
                     REQUIREMENT                                        CORRECTIVE ACTION/STATUS
                     -----------                                        ------------------------

Adopt, implement and thereafter ensure Bank              The Board of Directors has developed,
adherence to a written strategic plan for the Bank       implemented and will thereafter ensure Bank
covering at least a three-year period.                   adherence to a three-year strategic plan.
</TABLE>

     The Bank believes it will be in substantial compliance with the Formal
Agreement by March 31, 2005.

RESULTS OF OPERATIONS

     A net loss of $2,890,000 was incurred for 2004 as compared to net earnings
of $979,000 in 2003.  Our operational results depend to a large degree on three
factors: our net interest income, our provision for loan losses, and our
non-interest expenses.  Net interest income is the difference between the
interest income received on investments (such as loans, investment securities,
and federal funds sold) and the interest expense on deposit liabilities.  Net
interest income rose slightly to $2,402,000 for the year ended December 31, 2004
compared to $2,088,000 for the year ended December 31, 2003.  However, this
increase was offset by increases in the provision for loan losses and increases
in non-interest expense.  Additionally, the net loss reflects the reversal of an
income tax benefit of $650,000 related to the recognition of a deferred tax
asset during 2003.  These items are discussed in further detail later in the
discussion.

     The provision for loan losses in 2004 was $2,275,000 compared to $341,000
in 2003.  This increase is a direct result of the deterioration of the Bank's
credit quality during 2004 as problem loans started to surface or were
identified by management, credit review services and regulators.  As management
became aware of the credit quality issues of these loans, management made
additional provisions to ensure the allowance for loan losses was adequately
funded.  During 2004, credit quality problems were found in a number of loans,
including several large loans and lines of credit, as well as numerous smaller
loans.  The current allowance for loan losses at December 31, 2004 reflects
management's estimate of potential losses inherent and remaining in the loan
portfolio.  We believe our estimates are now sufficient to absorb any such
losses.

     Non-interest income for the year ended December 31, 2004 totaled $161,000
compared to $258,000 in 2003.  Non-interest income includes service charges on
deposit accounts, customer service fees, mortgage origination fee income, and
investment security gains/(losses).  With the increase in mortgage interest
rates coupled with the closing of the mortgage lending division, the Bank's
non-interest income declined by $97,000 during 2004.  Non-interest expenses in
2004 were $2,513,000 compared to $1,675,000 in 2003.  The largest component of
non-interest expenses is salaries and benefits, which totaled $1,165,000 for the
year ended December 31, 2004, compared to $891,000 in 2003.

     The net loss indicated above for 2004, with the exception of the $650,000
deferred tax adjustment was related to weaknesses in the overall credit risk
management process of this institution.  These weaknesses were first realized by
a series of audits conducted by the Bank's internal and external auditors and
the OCC during the last quarter of 2003 and first quarter of 2004.  The findings
of these audits also revealed a credit culture at the Bank that was not
conducive to the proper underwriting and origination of consumer and commercial
loans.  Prior to the arrival of the new management team, collateral on loans was
not consistently being perfected and the monitoring and clearance of outstanding
credit and collateral deficiencies was not adequately performed.  On August 18,
2004, the Bank entered a Formal Agreement which set forth a series of action
necessary to correct the identified weaknesses.


                                       21
<PAGE>
     As a result of the corrective action required by the Formal Agreement and
to improve the Bank's credit quality, the Bank incurred $2,275,000 in provision
for loan loss expense for the year ended December 31, 2004 as compared to
$341,000 for the year ended December 31, 2003.  Net charge-offs for 2004 were
$1,851,000 versus $33,000 in 2003.  Professional fees were also impacted as a
result of the corrective action taken with an increase of over $89,000 since
2003 in outside service fees stemming from credit review services as well as
placement fees for the recruitment and replacement of key personnel.  No net
increase of employees was required by the Formal Agreement.  Additionally, as a
result of the corrective action taken during 2004, the Bank incurred
approximately $263,000 in expenses related to the acquisition, maintenance and
sale of foreclosed and repossessed property.

     The credit environment of the Bank prior to the current management team was
not responsive to the warning signs concerning the decline in credit quality and
did not manage the risks associated with these loans or the accelerated loan
growth of the Bank.  Therefore, credit deficiencies were not reported to the
Board of Directors until the OCC and the third-party credit review service
identified them in their 2004 examinations.

     In 2005, the Bank anticipates continued decline in the loan portfolio with
the replacement of run-off and problem loans coupled with limited and flat loan
growth for the year as part of management's overall restructuring of the Bank.
Provisions for loan loss for 2005 are anticipated to total about $300,000 due to
continued declines in the loan portfolio with an additional $50,000 estimated in
expenses related to the acquisition, maintenance and sale of foreclosed and
repossessed property.  Outside credit review services are also anticipated to be
around $24,000 with an additional $10,000 in consulting fees.

NET INTEREST INCOME

     For the years ended December 31, 2004 and 2003, net interest income totaled
$2,402,000 and $2,088,000, respectively.  Interest income from loans, including
fees, was $3,370,000, representing a yield of 7.71% in 2004 compared to a yield
of 8.63% in 2003.  The decrease in yield on loans is due to a lower volume of
loan demand in 2004 as well as interest foregone due to classified loans being
placed in a non-earning status.  Interest expense totaled $1,144,000 for the
year ended December 31, 2004 compared to $1,333,000 in 2003.  The net interest
margin realized on earning assets and the interest rate spread were 4.53% and
4.28%, respectively, for the year ended December 31, 2004, as compared to an
interest rate margin of 4.38% and interest rate spread of 4.01% in 2003.


                                       22
<PAGE>
AVERAGE BALANCES AND INTEREST RATES

     The table below details the average balances outstanding for each category
of interest earning assets and interest-bearing liabilities for 2004 and 2003
and the average rate of interest earned or paid thereon.  Average balances have
been derived from the daily balances throughout the period indicated.

<TABLE>
<CAPTION>
                                              For the Year Ended                 For the Year Ended
                                               December 31, 2004                  December 31, 2003
                                        --------------------------------  --------------------------------
                                                              (dollars in thousands)

                                         Average                Yield/     Average                Yield/
                                         Balance    Interest     Rate      Balance    Interest     Rate
                                        ----------  ---------  ---------  ----------  ---------  ---------
<S>                                     <C>         <C>        <C>        <C>         <C>        <C>
Assets:
   Interest earning assets:
      Loans (including loan fees)       $  43,718   $   3,370      7.71%  $  37,295   $   3,217      8.63%
      Investment securities                 3,163          96      3.04%      5,544         150      2.71%
      Federal funds sold                    6,165          80      1.30%      4,797          54      1.13%
                                        ----------  ---------  ---------  ----------  ---------  ---------
   Total interest earning assets           53,046       3,546      6.68%     47,636       3,421      7.18%
   Other non-interest earnings assets       2,830                             1,362
                                        ----------                        ----------

            Total assets                $  55,876                         $  48,998
                                        ==========                        ==========
Liabilities and shareholders' equity:
   Interest-bearing liabilities:
      Deposits:
         Interest-bearing demand        $     451           4       .89%  $     391           3       .77%
         Savings and money market           4,746          51      1.07%      6,089          86      1.41%
         Time                              42,517       1,089      2.56%     35,598       1,244      3.49%
                                        ----------  ---------  ---------  ----------  ---------  ---------
   Total interest-bearing liabilities      47,714       1,144      2.40%     42,078       1,333      3.17%
   Other non-interest bearing
       liabilities                          2,950                             2,244
   Shareholders' equity                     5,212                             4,676
                                        ----------                        ----------

            Total liabilities and
                shareholders' equity    $  55,876                         $  48,998
                                        ==========                        ==========

Excess of interest-earning assets
   over interest-bearing liabilities    $   5,332                         $   5,558
                                        ==========                        ==========

Ratio of interest-earning assets
   to interest-bearing liabilities         111.18%                           113.21%

Net interest income                                 $   2,402                         $   2,088
                                                    =========                         =========

Net interest spread                                                4.28%                             4.01%
                                                               =========                         =========

Net interest margin                                                4.53%                             4.38%
                                                               =========                         =========

<FN>
     Non-accrual  loans are included in average loan balances during the periods presented.
</TABLE>


                                       23
<PAGE>
VOLUME/RATE ANALYSIS

     Net interest income can also be analyzed in terms of the impact of changing
rates and changing volume.  The following table describes the extent to which
changes in interest rates and changes in the volume of interest-earning assets
and interest-bearing liabilities have affected our interest income and interest
expense during the periods indicated.

<TABLE>
<CAPTION>
                                          2004 COMPARED TO 2003
                                ----------------------------------------
                                   INCREASE (DECREASE) DUE TO CHANGES IN
                                   VOLUME         RATE          NET
                                ------------  ------------  ------------
                                         (dollars in thousands)
<S>                             <C>           <C>           <C>
CHANGE
------
Interest income on:
   Loans (including loan fees)  $       495   $      (342)  $       153
   Investment securities                (72)           18           (54)
   Federal funds sold                    18             8            26
                                ------------  ------------  ------------
                                        441          (316)          125
                                ------------  ------------  ------------
Interest expense on:
   Interest-bearing demand                1             0             1
   Savings and money market             (15)          (20)          (35)
   Time                                 177          (332)         (155)
                                ------------  ------------  ------------
                                        163          (352)         (189)
                                ------------  ------------  ------------

                                $       278   $        36   $       314
                                ============  ============  ============
</TABLE>

INTEREST RATE SENSITIVITY AND ASSET LIABILITY MANAGEMENT

     Interest rate sensitivity measures the timing and magnitude of the
repricing of assets compared with the repricing of liabilities and is an
important part of asset/liability management of a financial institution.  The
objective of interest rate sensitivity management is to generate stable growth
in net interest income, and to control the risks associated with interest rate
movements.  Management constantly reviews interest rate risk exposure and the
expected interest rate environment so that adjustments in interest rate
sensitivity can be timely made.  Since the assets and liabilities of a bank are
primarily monetary in nature (payable in fixed, determinable amounts), the
performance of a bank is affected more by changes in interest rates than by
inflation.  Interest rates generally increase as the rate of inflation
increases, but the magnitude of the change in rates may not be the same.

     Net interest income is the primary component of net income for financial
institutions.  Net interest income is affected by the timing and magnitude of
repricing of as well as the mix of interest sensitive and non-interest sensitive
assets and liabilities.  "Gap" is a static measurement of the difference between
the contractual maturities or repricing dates of interest sensitive assets and
interest sensitive liabilities within the following twelve months.  Gap is an
attempt to predict the behavior of the Bank's net interest income in general
terms during periods of movement in interest rates.  In general, if the Bank is
liability sensitive, more of its interest sensitive liabilities are expected to
reprice within twelve months than its interest sensitive assets over the same
period.  In a rising interest rate environment, liabilities repricing more
quickly is expected to decrease net interest income.  Alternatively, decreasing
interest rates would be expected to have the opposite effect on net interest
income since liabilities would theoretically be repricing at lower interest
rates more quickly than interest sensitive assets.  Although it can be used as a
general predictor, Gap as a predictor of movements in net interest income has
limitations due to the static nature of its definition and due to its inherent
assumption that all assets will reprice


                                       24
<PAGE>
immediately and fully at the contractually designated time.  At December 31,
2004, the Bank, as measured by Gap, is in a liability sensitive position within
one year.  Management has several tools available to it to evaluate and affect
interest rate risk, including deposit pricing policies and changes in the mix of
various types of assets and liabilities.

     We also measure the actual effects that repricing opportunities have on
earnings through simulation modeling, referred to as earnings at risk.  For
short-term interest rate risk, the Bank's model simulates the impact of balance
sheet strategies on net interest income, pre-tax income, and net income.  The
model includes interest rate simulations to test the impact of rising and
falling interest rates on projected earnings.  The Bank determines the
assumptions that are used in the model.

     The following table summarizes the amounts of interest-earning assets and
interest-bearing liabilities outstanding at December 31, 2004, that are expected
to mature, prepay, or reprice in each of the future time periods shown.  Except
as stated below, the amount of assets or liabilities that mature or reprice
during a particular period was determined in accordance with the contractual
terms of the asset or liability.  Adjustable rate loans are included in the
period in which interest rates are next scheduled to adjust rather than in the
period in which they are due, and fixed rate loans and mortgage-backed
securities are included in the periods in which they are anticipated to be
repaid based on scheduled maturities. The Bank's savings accounts and
interest-bearing demand accounts, which are generally subject to immediate
withdrawal, are included in the "Three Months or Less" category, although
historical experience has proven these deposits to be more stable over the
course of a year.

<TABLE>
<CAPTION>
                                                                    At December 31, 2004
                                                                  Maturing or Repricing in
                                                                  ------------------------
                                                                   (dollars in thousands)

                                           Three Months    Four Months      1 to 5         Over 5
                                             or Less      to 12 Months       Years          Years         Total
                                          --------------  -------------  -------------  -------------  ------------
<S>                                       <C>             <C>            <C>            <C>            <C>
Interest-earning assets:
   Investment securities                  $         995            724          2,645            985          5,349
   Federal funds sold                             5,301              -              -              -          5,301
   Loans                                         14,644          4,165         13,292            191         32,292
                                          --------------  -------------  -------------  -------------  ------------

Total interest-bearing assets                    20,940          4,889         15,937          1,176         42,942
                                          --------------  -------------  -------------  -------------  ------------
Interest-bearing liabilities:
   Deposits:
   Savings and demand                             4,940              -              -              -          4,940
   Time deposits                                  6,683         23,382          6,397              -         36,462
                                          --------------  -------------  -------------  -------------  ------------

Total interest-bearing liabilities               11,623         23,382          6,397              -         41,402
                                          --------------  -------------  -------------  -------------  ------------

Interest sensitive difference per period          9,317        (18,493)         9,540          1,176          1,540
                                          --------------  -------------  -------------  -------------  ============
Cumulative interest sensitivity
   difference                             $       9,317         (9,176)           364          1,540
                                          ==============  =============  =============  =============
Cumulative difference to total
   interest earning assets                        21.70%       (21.37)%           .85%          3.59%
                                          ==============  =============  =============  =============
</TABLE>

     At December 31, 2004, the difference between the Bank's liabilities and
assets repricing or maturing within one year was $9,176,000.  Due to an excess
of liabilities re-pricing or maturing within one year, an increase in interest
rates could cause the Bank's net interest income to decrease.  Because the
liabilities that will be re-pricing in the next year were originally made at
higher promotional rates, we


                                       25
<PAGE>
believe that our liability sensitive position will not substantially impact net
interest income despite rising interest rates.

     Certain shortcomings are inherent in the method of analysis presented in
the foregoing table.  For example, although particular assets and liabilities
may have similar maturities or periods of repricing, they may reflect changes in
market interest rates differently.  Additionally, some assets, such as
adjustable-rate mortgages, have features that restrict changes in interest
rates, both on a short-term basis and over the life of the asset.  Other factors
that may affect the assumptions made in the table include changes in interest
rates, pre-payment rates, early withdrawal levels, and the ability of borrowers
to service their debt.

PROVISION  AND  ALLOWANCE  FOR  LOAN  LOSSES

     The provision for loan losses is the charge to operating earnings that
management believes is necessary to maintain the allowance for loan losses at an
adequate level.  The provision charged to expense was $2,275,000 for the year
ended December 31, 2004 as compared to $341,000 for the year ended December 31,
2003.  This increase is a direct result of the deterioration of the Bank's
credit quality during 2004 as problem loans were identified by management,
credit review services and regulators.  The credit environment of the Bank prior
to the current management team was not responsive to the warning signs
concerning the decline in credit quality and did not manage the risks associated
with these loans or the accelerated loan growth of the Bank.  The loan portfolio
decreased by approximately $14.9 million during the year ended December 31, 2004
due to the run-off, write-down or eventual foreclosure and repossession of the
problem loans identified during the year.  Gradual replacement of these loans
over the next 12 months is part of management's plan to restructure the Bank's
portfolio with higher quality credits in conjunction with limited or flat loan
growth.

     The allowance for loan losses was 3.07% of gross loans at December 31, 2004
compared to 1.20% at December 31, 2003.  The increase in the allowance for loan
loss to gross loan ratio is reflective of the rise in criticized and classified
loans identified during 2004 as compared to the loans classified at December 31,
2003 and is indicative of the previous credit environment in existence prior to
the replacement of senior management.   Examinations and credit reviews
conducted throughout the year by the regulators, third-party review services and
management revealed an overall decline in the credit quality of the Bank's loan
portfolio resulting in an increase in classified loans along with the increased
provisions required to maintain sufficient reserves in the loan loss allowance.
As a further result of these reviews, criticized and classified loans as of
December 31, 2004 represented 27% of total gross loans and the actual reserves
allotted for these loans represented 78% of the total allowance for loan losses.
Additionally, large concentrations of loans in the real estate, commercial and
consumer portfolios with established trends of risk as identified by management
and during the regulatory and external credit review examinations have also
attributed to the increase in the allowance.

     There are risks inherent in making all loans, including risks with respect
to the period of time over which loans may be repaid, risks resulting from
changes in economic and industry conditions, risks inherent in dealing with
individual borrowers, and, in the case of a collateralized loan, risks resulting
from uncertainties about the future value of the collateral.  We anticipate
maintaining an allowance for loan losses based on, among other things,
historical experience, an evaluation of economic conditions, and regular reviews
of delinquencies and loan portfolio quality.  Our judgment about the adequacy of
the allowance is based upon a number of assumptions about future events, which
we believe to be reasonable, but which may not prove to be accurate.  Thus,
there is a risk that charge-offs in future periods could exceed the allowance
for loan losses or that substantial additional increases in the allowance for
loan losses could be required.  Our loan loss reserve methodology incorporates
any


                                       26
<PAGE>
anticipated write-downs and charge-offs in all problem loans identified by
management, credit review services and regulatory authorities. The additions to
the allowance for loan losses in 2004 resulted in both a decrease in earnings
and in capital.

     The allocation of the allowance for loan losses by loan category at the
date indicated is presented below (dollar amounts are presented in thousands):

<TABLE>
<CAPTION>
                                                                        DECEMBER 31,
                                                        2004                                  2003
                                        ------------------------------------  ------------------------------------
                                                           Percent of loans                      Percent of loans
                                                           in each category                      in each category
                                              Amount        to total loans          Amount        to total loans
                                        -----------------  -----------------  -----------------  -----------------
<S>                                     <C>                <C>                <C>                <C>
Commercial, financial and agricultural  $             162                22%  $              87                15%
Real estate - mortgage                                232                49%                230                41%
Real estate - construction                            450                 5%                128                23%
Consumer                                              146                24%                121                21%
                                        -----------------  -----------------  -----------------  -----------------
                                        $             990               100%  $             566               100%
                                        =================  =================  =================  =================
</TABLE>


                                       27
<PAGE>
     The following table presents a summary of changes in the allowance for loan
losses for the past two years (dollar amounts are presented in thousands):

<TABLE>
<CAPTION>
                           FOR THE YEARS ENDED DECEMBER 31,

                                                    2004            2003
                                               --------------  --------------
<S>                                            <C>             <C>
Balance at the beginning of period
                                               $         566   $         258
Charge-offs:

   Commercial, financial and agricultural                811               0
   Real estate - mortgage                                346               0
   Real estate - construction                            459               0
   Consumer                                              433              40
                                               --------------  --------------
Total Charged-off                                      2,049              40
                                               --------------  --------------

Recoveries:

   Commercial, financial and agricultural                142               0
   Real estate - mortgage                                  0               0
   Real estate - construction                             24               0
   Consumer                                               32               7
                                               --------------  --------------
Total Recoveries                                         198               7
                                               --------------  --------------
Net Charge-offs                                        1,851              33
                                               --------------  --------------
Provision for Loan Loss
                                                       2,275             341
                                               --------------  --------------
Balance at end of period
                                                         990             566
                                               ==============  ==============

Total loans at end of period                          32,292          47,163
Average loans outstanding                             43,718          37,295

As a percentage of average loans:
   Net loans charged-off                                4.23%            .09%
   Provision for loan losses                            5.20%            .91%

Allowance for loan losses as a percentage of:
   Year end loans                                       3.07%           1.20%
</TABLE>

     The following table summarizes other real estate and repossessions, past
due and non-accrual loans, and income that would have been reported on
non-accrual loans as of December 31, 2004 and 2003 (amounts are presented in
thousands):

<TABLE>
<CAPTION>
                                                 December 31,
                                         ----------------------------
                                             2004           2003
                                         -------------  -------------
<S>                                      <C>            <C>
Other real estate and repossessions      $       1,973  $         561
Accruing loans 90 days or more past due              -            405
</TABLE>

     A loan is placed on non-accrual status when, in management's judgment, the
collection of interest appears doubtful. As a result of management's ongoing
review of the loan portfolio, loans are classified


                                       28
<PAGE>
as non-accrual when management believes, after considering economic and business
conditions and collection efforts, the borrower's financial condition is such
that collection of interest is doubtful. Generally, loans are placed on
nonacrual status when principal or interest payments are past due for more than
90 days.  Exceptions are allowed for loans past due greater than 90 days when
such loans are well secured and in process of collection.  At December 31, 2004,
there was $1,730,000 in loans outstanding that were accounted for as non-accrual
loans whereas there were no outstanding loans accounted for as non-accrual loans
at December 31, 2003.  Prior to current management, the Bank's credit practices
did not automatically place loans with principal or interest payments past due
in excess of 90 days on a non-accrual status.  During the fourth quarter of
2004, management implemented system controls on the loan application to
automatically transfer all loans past due greater than 90 days to non-accrual.
The $1,730,000 in non-accrual loans at the end of December 2004 was classified
as "Substandard" in the Allowance for Loan Losses with an established reserve of
15% or $259,500 on the outstanding balance of these loans.  Interest income that
would have been reported on the non-accrual loans in 2004 totaled $109,830.

     The Bank classifies all loans whose collection status is in doubt.  As of
December 31, 2004, there were no unclassified loans that the Bank had serious
doubts regarding the borrower's ability to repay the debt.

NON-INTEREST INCOME AND EXPENSE

     Non-interest income for the year ended December 31, 2004 totaled $161,000
as compared to $258,000 for the year ended December 31, 2003.  This decrease in
non-interest income was primarily due to a lower demand in mortgage loan
origination, in particular mortgage re-financing, along with the closing of our
mortgage loan division.  Management closed the mortgage loan department in 2004
due to lack of profitability and volume.  The Bank, however, continues to accept
and originate mortgage loan requests through an affiliated service with Prime
Home Mortgage, Inc.  In light of the lack of profitability of the mortgage loan
division and the affiliation with Prime Home Mortgage, management does not
believe that the closing of the mortgage loan department will affect the current
trends in non-interest income.

     Total non-interest expense for the year ended December 31, 2004 was
$2,513,000 as compared to $1,675,000 for the same period in 2003.  Salaries and
benefits, the largest component of non-interest expense, totaled $1,165,000 for
the year ended December 31, 2004, compared to $891,000 for the same period a
year ago.  Salary and benefits expense increased primarily due to the increase
in full time equivalent employees from fourteen at December 31, 2003 to
twenty-one at December 31, 2004 as well as annual salary increases and
replacement of senior management positions.  The net gain of seven full-time
equivalents was the result of ten new employees hired by the Bank less three
positions eliminated in connection with closing the mortgage division.  The Bank
added three tellers, two loan operation staff, two deposit operation staff, one
commercial lender, one loan collector, and one customer service representative.
None of these employee changes were made as a condition of the Formal Agreement.
Occupancy totaled $307,000 for the year ended December 31, 2004, compared to
$267,000 for the same period a year ago.  Occupancy expense increased primarily
due to the Bank's re-location in August 2004 of its banking and mortgage
operations housed in two separate leased facilities to its newly constructed
main office building at 807 Dorsey Street.  Accordingly, the Bank incurred
higher utility, maintenance, and depreciation costs associated with the move
into a larger facility.  Professional fees totaled $267,000 for the year ended
December 31, 2004, compared to $140,000 for 2003.  Professional fees increased
primarily due to an $89,000 increase in outside service fees stemming from
credit review services as well as placement fees for the recruitment and
replacement of key personnel.  Other non-interest expenses were $775,000 for the
year ended December 31, 2004 as compared to $377,000 for the year ended

                                       29
<PAGE>
December 31, 2003.  This increase is due primarily to expenses of $263,000
related to the acquisition, maintenance and sale of foreclosed and repossessed
property.  In addition, the Bank incurred $28,000 in losses on the disposal of
assets whose service was limited to operations in the Bank's former leased
facilities.

INCOME TAXES

     For the year ended December 31, 2004, the Company's net income reflected a
tax expense of $665,000 of which $650,000 was a reversal of a tax benefit
recognized at the end of 2003. Prior to 2003, the Company did not recognize a
deferred tax asset as the ultimate realization of these assets were in doubt as
the Company had not reported a consistent level of earnings which would support
the recognition of the deferred tax asset.  As of December 31, 2003, the Company
had generated nine consecutive months of net income primarily from core
earnings, which, at that time, management believed was indicative of the
Company's ability to continue to generate taxable income and allowed the
recognition of the deferred tax asset.  However, during 2004 when it became
apparent that the Company would not continue to generate taxable income at a
consistent level, the tax benefit recognized in 2003 had to be reversed and
recorded against current 2004 earnings.

FINANCIAL CONDITION

     Total assets decreased $7,596,000, or 14% from December 31, 2003 to
December 31, 2004.  The primary source of reduction was in net loans, which
decreased $15,296,000 or 32%, during the year ended December 31, 2004.  The Bank
anticipates continued decline in the loan portfolio during 2005 with the
replacement of run-off and problem loans coupled with limited and flat loan
growth for the year as part of the management's overall restructuring of the
Bank.  This decline is intended by management to address the Bank's credit
quality issues, but was not required by the Formal Agreement.  Investment
securities available-for-sale increased $2,604,000 from December 31, 2003 to
$5,349,000 at December 31, 2004. Federal funds sold increased $2,936,000 from
December 31, 2003 to $5,301,000 at December 31, 2004.  Total deposits decreased
$5,358,000, or 11% during 2004.  The $5,358,000 decrease in deposits is also
part of management's ongoing efforts to reduce the overall size of the Bank by
matching deposit funding levels with loan balances and maturities.  Management
anticipates continued reduction in deposits over the next year.  In addition,
the Bank's local deposit market is very competitive, and the Bank will at times
lose deposits to financial institutions paying the highest and most attractive
interest rates and terms.  If needed, management believes it can raise the
Bank's interest rates or match local deposit rates to attract new funds or
retain existing deposits.


                                       30
<PAGE>
LOANS

     Gross loans totaled $32,292,000 at December 31, 2004, a decrease of
$14,872,000 or 32% since December 31, 2003.  This reduction is part of an
ongoing effort by management to seek and reduce classified and criticized loans
by payoff or by their exit from the bank.  Management anticipates that this
effort will continue through-out 2005.  Balances within the major loans
receivable categories as of December 31, 2004 and December 31, 2003 are as
follows (amounts are presented in thousands):

<TABLE>
<CAPTION>
                                          2004              2003
                                        -------            -------
<S>                                     <C>      <C>       <C>      <C>
Commercial, financial and agricultural  $ 7,043       22%  $ 7,213       15%
Real estate - mortgage                   15,822       49%   19,222       41%
Real estate - construction                1,783        5%   10,671       23%
Consumer                                  7,644       24%   10,057       21%
                                        -------  --------  -------  --------
                                        $32,292      100%  $47,163      100%
                                        =======  ========  =======  ========
</TABLE>

     As of December 31, 2004, maturities of loans in the indicated
classifications were as follows (amounts are presented in thousands):

<TABLE>
<CAPTION>
                             Real Estate
                Commercial    Mortgage     Consumer       Total
               ------------  -----------  -----------  -----------
<S>            <C>           <C>          <C>          <C>
Within 1 year  $      4,806  $     7,006  $     2,312  $    14,124
1 to 5 years          2,237        8,020        5,143       15,400
Over 5 years              -          796          189          985
               ------------  -----------  -----------  -----------
   Totals      $      7,043  $    15,822  $     7,644  $    30,509
               ============  ===========  ===========  ===========
</TABLE>

     As of December 31, 2004, the interest terms of loans in the indicated
classification for the indicated maturity ranges are as follows (amounts are
presented in thousands):

<TABLE>
<CAPTION>
                 Fixed Interest   Variable Interest
                      Rates             Rates             Total
                 ---------------  ------------------  -------------
<S>              <C>              <C>                 <C>
Commercial
   1 to 5 years  $         1,610  $              627  $       2,237
   Over 5 years                -                   -              -
Real estate
   1 to 5 years            6,220               1,800          8,020
   Over 5 years                2                 794            796
Consumer
   1 to 5 years            5,143                   -          5,143
   Over 5 years              189                   -            189
</TABLE>


                                       31
<PAGE>
     As of December 31, 2004, total criticized and classified loans were
$8,627,000 or 27% of total gross loans.  Reserves allocated for these loans
totaled $773,117 or 78% of the total loan loss allowance.  These totals once
again reflect the overall decline in credit quality at the Bank during 2004. In
addition, the totals also represent the credit practices and underwriting in
place prior to the replacement of senior management.  The outstanding balances
at December 31, 2004 for classified and criticized loans in the indicated loan
types were as follows (amounts are presented in thousands):

<TABLE>
<CAPTION>
                                          Real Estate
                              Commercial    Mortgage    Consumer     Total
                              -----------  ----------  ----------  ----------
<S>                           <C>          <C>         <C>         <C>
Criticized - Special Mention  $     1,573       3,513         251       5,337
Classified - Substandard              280       2,795         178       3,253
Classified - Doubtful                  31           -           6          37
                              -----------  ----------  ----------  ----------
Totals                        $     1,884       6,308         435       8,627
                              ===========  ==========  ==========  ==========
</TABLE>

INVESTMENT SECURITIES

     Investment securities available-for-sale increased to $5,349,000 at
December 31, 2004 from $2,745,000 at December 31, 2003.  This increase was
primarily the result of excess funds created from the slow down in loan growth
and the Company's intent to restructure the Bank and not to re-finance
particular loans.  All of the Bank's marketable investment securities were
designated as available-for-sale at December 31, 2004 and 2003.

     The following table presents the investments by category at December 31,
2004 and 2003 (amounts are presented in thousands):

<TABLE>
<CAPTION>
                                                    2004                    2003
                                          -----------------------  ----------------------
                                           Amortized    Estimated   Amortized   Estimated
                                             Cost      Fair Value     Cost     Fair Value
                                          -----------  ----------  ----------  ----------
<S>                                       <C>          <C>         <C>         <C>

U.S. Government agencies and  treasuries  $     1,499       1,485       1,498       1,494
Mortgage-backed securities                      3,887       3,864       1,253       1,251
                                          -----------  ----------  ----------  ----------
                                          $     5,386       5,349       2,751       2,745
                                          ===========  ==========  ==========  ==========
</TABLE>

     The following table presents the expected maturities of investment
securities at carrying value and the weighted average yields for each range of
maturities presented as of December 31, 2004 (amounts are presented in
thousands):

<TABLE>
<CAPTION>
                                  U.S.      Weighted    Mortgage      Weighted
                               Government    Average     Backed       Average
                                Agencies     Yields    Securities      Yields
                               -----------  ---------  -----------  ------------
<S>                            <C>          <C>        <C>          <C>
3 Months or Less               $     1,000      3.29%  $         -           N/A
After 3 Months through 1 Year  $         -       N/A   $       725         3.27%
After 1 through 5 years        $       499      2.36%  $     2,177         3.20%
Over 5 years                   $         -       N/A   $       985         3.55%
</TABLE>


                                       32
<PAGE>
DEPOSITS

     At December 31, 2004, total deposits decreased by $5,358,000, or 11%, from
December 31, 2003. Demand deposits (interest bearing and non-interest bearing)
increased $461,000, or 18%, during 2004 whereas time deposits decreased
$4,758,000, or 12%, during the same time period.

     Balances within the major deposit categories as of December 31, 2004 and
December 31, 2003 are as follows (amounts are presented in thousands):

<TABLE>
<CAPTION>
                                             2004     2003
                                            -------  -------
<S>                                         <C>      <C>
Non-interest-bearing demand deposits        $ 2,325  $ 2,242
Interest-bearing demand deposits                735      357
Savings deposits                              4,205    5,266
Time deposits                                26,038   28,676
Time deposits over $100,000                  10,424   12,544
                                            -------  -------
                                            $43,727  $49,085
                                            =======  =======
</TABLE>

     Maturities of time certificates of deposit of $100,000 or more outstanding
at December 31, 2004 are summarized as follows (amounts are presented in
thousands):

<TABLE>
<CAPTION>
<S>                              <C>
Within 3 months                  $ 2,097
After 3 through 6 months           3,618
After 6 through 12 months          2,626
After 12 months                    2,083
                                 -------

Total                            $10,424
                                 =======
</TABLE>

CAPITAL  RESOURCES

     Total shareholders' equity decreased from $6,477,000 at December 31, 2003
to $3,918,000 at December 31, 2004.  This decrease was attributable to a net
loss of $2,890,000, $2,275,000 of which was provisions for loan losses and
$650,000 of which was the reversal of a tax benefit recognized at the end of
2003 that was expensed against 2004 earnings.

     Bank holding companies and their banking subsidiaries are required by
banking regulators to meet specific minimum levels of capital adequacy, which
are expressed in the form of ratios.  Capital is separated into Tier 1 Capital
(essentially common shareholders' equity less intangible assets) and Tier 2
Capital (essentially the allowance for loan losses limited to 1.25% of
risk-weighted assets).  The first two ratios, which are based on the degree of
credit risk in our assets, provide for the weighting of assets based on assigned
risk factors and include off-balance sheet items such as loan commitments and
stand-by letters of credit.  The ratio of Tier 1 Capital to risk-weighted assets
must be at least 4.0% and the ratio of Total Capital (Tier 1 Capital plus Tier 2
Capital) to risk-weighted assets must be at least 8.0%.

     Banks and bank holding companies are also required to maintain a minimum
ratio of Tier 1 Capital to adjusted quarterly average total assets of 4.0%.


                                       33
<PAGE>
     The following table summarizes the Bank's risk-based capital ratios at
December 31, 2004:

<TABLE>
<CAPTION>
<S>                                             <C>
Tier 1 Capital (to risk-weighted assets)        11.3%
Total Capital (to risk-weighted assets)         12.6%
Tier 1 Capital (to total average assets)         7.8%
</TABLE>

     Under the terms of the Formal Agreement with the OCC, we are required to
maintain capital ratios of Total Capital (to risk-weighted assets) of 12.0% and
Tier 1 Capital (to adjusted quarterly average total assets) of 8.0%.  By March
31, 2005, we will be required to maintain capital ratios of Total Capital (to
risk-weighted assets) of 14.0% and Tier 1 Capital (to adjusted quarterly average
total assets) of 9.0%.

     Due to additional provisions to the allowance for loan losses during the
fourth quarter of 2004 that management felt was appropriate, our Tier 1 Capital
ratio to total average assets fell 0.2% below the ratio required by the
Agreement.  The OCC was informed of this deficiency.  In March 2004 directors of
the Company exercised options and warrants at a $10.00 exercise price to provide
additional capital.  The Company intends to offer additional shares of it common
stock in a rights offering during 2005 to raise additional capital.

LIQUIDITY

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

     Management is not aware of any significant concentrations of loans to
classes of borrowers or industries that would be affected similarly by economic
conditions.  Although the Bank's loan portfolio is diversified, a substantial
portion of its borrowers' ability to honor the terms of their loans depends on
the economic conditions in Hall County and surrounding areas.

     The Bank maintains relationships with correspondent banks that can provide
funds to it on short notice, if needed.  Presently, the Bank has arrangements
with commercial banks for short term unsecured advances up to $3,900,000. No
amounts were advanced on these lines at December 31, 2004.

     Cash and cash equivalents as of December 31, 2004 increased $2,622,000 from
December 31, 2003.  Cash provided by operating activities totaled $954,000 in
2004, including $2,275,000 from provisions for loan losses.  Outflows to
financing activities totaled $5,007,000, which were attributable to net
decreases in deposits of $5,358,000 while financing activities resulting from
the issuance of common stock provided the Company cash proceeds in the amount of
$351,412.  If the decline in deposits continues, management believes it can
raise the Bank's interest rates or match local rates to attract new funds or
retain existing deposit balances.  Management also believes the Bank can offer
new products to obtain or replace run-off of deposits to maintain funding
levels.

     During 2004, investing activities provided $6,675,000 to cash and cash
equivalents.  A decrease in net loans provided approximately $10,938,000, while
maturities, calls and principal pay-downs of investment securities
available-for-sale provided another $1,375,000.  Cash from investing activities
was


                                       34
<PAGE>
used for $4,024,000 in purchases of investment securities available-for-sale and
for $1,655,000 in construction costs of the Bank's new main office facility.

OFF BALANCE SHEET ARRANGEMENTS

     We are a party to financial instruments with off-balance-sheet risk in the
normal course of business to meet the financing needs of our customers.  These
financial instruments consist of commitments to extend credit and standby
letters of credit.  Commitments to extend credit are agreements to lend to a
customer as long as there is no violation of any condition established in the
contract.  Standby letters of credit are written conditional commitments issued
by the bank to guarantee the performance of a customer to a third party.  Those
guarantees are primarily issued to support public and private borrowing
arrangements.  Most letters of credit extend for less than one year.  The credit
risk involved in issuing letters of credit is essentially the same as that
involved in extending loan facilities to customers.  Commitments generally have
fixed expiration dates or other termination clauses and may require payment of a
fee.  A commitment involves, to varying degrees, elements of credit and interest
rate risk in excess of the amount recognized in the balance sheets.  Our
exposure to credit loss in the event of non-performance by the other party to
the instrument is represented by the contractual notional amount of the
instrument.

     Since certain commitments are expected to expire without being drawn upon,
the total commitment amounts do not necessarily represent future cash
requirements.  We use the same credit policies in making commitments to extend
credit as we do for on-balance-sheet instruments.  Collateral held for
commitments to extend credit varies but may include unimproved and improved real
estate, certificates of deposit or personal property.

     The following table summarizes our off-balance-sheet financial instruments
whose contract amounts represent credit risk as of December 31, 2004:

<TABLE>
<CAPTION>
<S>                                       <C>
Commitments to extend credit              $ 1,314,000
Standby letters of credit                 $   130,000
</TABLE>

     With the completion of the Bank's new Main Office facility in September
2004, all contractual obligations for architectural and construction services
were satisfied and paid-in-full.

INFLATION

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


                                       35
<PAGE>
SELECTED RATIOS

     The following table sets out specified ratios of the Company for the years
indicated.

<TABLE>
<CAPTION>
                                    2004     2003
                                  --------  ------
<S>                               <C>       <C>
Net (loss) earnings to:
   Average stockholders' equity   (55.45)%  20.94%
   Average assets                  (5.17)%   2.00%
Dividends to net (loss) earnings       -        -
Average equity to average assets    9.33%    9.54%
</TABLE>

RECENT  ACCOUNTING  PRONOUNCEMENTS

     Accounting standards that have been issued or proposed by the Financial
Accounting Standards Board and other standard setting entities that do not
require adoption until a future date are not expected to have a material impact
on our consolidated financial statements upon adoption.

ITEM  7.     FINANCIAL  STATEMENTS

     The following financial statements are included as Exhibit 99.1, and are
incorporated herein by reference:

     -    Report of Independent Registered Public Accounting Firm;

     -    Consolidated Balance Sheets;

     -    Consolidated Statements of Operations;

     -    Consolidated Statements of Comprehensive Income (Loss);

     -    Consolidated Statements of Changes in Stockholders' Equity;

     -    Consolidated Statements of Cash Flows; and

     -    Notes to Consolidated Financial Statements.

     The Report of Independent Registered Public Accounting Firm for the
consolidated financial statements as of December 31, 2003 and 2002 is included
as Exhibit 99.2, and is incorporated herein by reference.

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

     Not applicable.

ITEM 8A.     CONTROLS AND PROCEDURES.

     As of the end of the period covered by this Annual Report on Form 10-KSB,
our principal executive officer and principal financial officer have evaluated
the effectiveness of our "disclosure controls and procedures" ("Disclosure
Controls").  Disclosure Controls, as defined in Rule 13a-15(e) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are procedures that are
designed


                                       36
<PAGE>
with the objective of ensuring that information required to be disclosed in our
reports filed under the Exchange Act, such as this Annual Report, is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms.  Disclosure Controls are
also designed with the objective of ensuring that such information is
accumulated and communicated to our management, including the CEO and CFO, as
appropriate to allow timely decisions regarding required disclosure.

     Our management, including the CEO and CFO, does not expect that our
Disclosure Controls will prevent all error and all fraud.  A control system, no
matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met.  Further,
the design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their
costs.  Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within the company have been detected.  These
inherent limitations include the realities that judgments in decision-making can
be faulty, and that breakdowns can occur because of simple error or mistake.
The design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions.

     Based upon their controls evaluation, our CEO and CFO have concluded that
our Disclosure Controls are effective at a reasonable assurance level.

     There have been no changes in our internal controls over financial
reporting during our fourth fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.

ITEM 8B.     OTHER INFORMATION

     Not Applicable.


                                       37
<PAGE>
                                    PART III

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

DIRECTORS

     The Company's Board of Directors consists of 13 members and is divided into
three classes.  Each class of directors serves a staggered three-year term.  The
term of each class expires at the annual meeting in the years indicated below
and upon the election and qualification of the director's successor.  The
following table shows for each director:  (a) his or her name; (b) his or her
age at December 31, 2004; (c) how long he or she has been a director of the
Company; (d) his or her position(s) with the Company, other than as a director;
and (e) his or her principal occupation and business experience.  Unless
otherwise indicated, each director has served continuously in his or her current
occupation for the past five years.  Each of the directors listed below is also
a director of the National Bank of Gainesville.

<TABLE>
<CAPTION>
                                DIRECTOR                  POSITION WITH THE COMPANY
NAME (AGE)                       SINCE                     AND BUSINESS EXPERIENCE
----------                      --------                  -------------------------
<S>                             <C>       <C>
CLASS I DIRECTORS:
(TERM EXPIRING 2007)

Dr. John C. McHugh (49)           2002    Urologist at Northeast Georgia Urologic Associates,
                                          PC.

Ann M. Palmour* (67)              2000    Chairman of the Company; Owner of Palmour
                                          Properties (a real estate development company).

Albert F. Satterwhite (59)        2004    President and Chief Executive Officer of the Company
                                          and the Bank since 2004; Previously, Senior Vice
                                          President of Branch Bank and Trust Company in
                                          Macon, Georgia from 2000 until 2004.

Dr. Wendell A. Turner (47)        2001    Medical doctor, Lanier OB-GYN Associates.


                                       38
<PAGE>
                                DIRECTOR                  POSITION WITH THE COMPANY
NAME (AGE)                       SINCE                     AND BUSINESS EXPERIENCE
----------                      --------                  -------------------------

CLASS II DIRECTORS:
(Term Expiring 2005)

Paula M. Allen (65)               2000    Principal of Allen & Associates, Inc. (a real estate
                                          investment and management company).

J. Darwin Allison, Jr. **(48)     2000    Vice-Chairman of the Company; President and CEO of
                                          A-1 Vaccinating, Inc. (a poultry vaccinating company).

Shelley Palmour Anderson* (39)    2000    Treasurer of the Company; Agent for State Farm
                                          Insurance Agency.

R. Allen Smith (65)               2004    Interim President and Chief Executive Officer of the
                                          Company During 2004; Previously, retired.

Dr. Roger P. Martin **(60)        2001    Medical doctor and senior partner and founder of
                                          Lanier OB-GYN Associates.

CLASS III DIRECTORS:
(Term Expiring 2006)

Kathy L. Cooper  (42)             2000    Secretary of the Company; President of Cooper Family
                                          Enterprises (owns and operates two poultry operations,
                                          a cattle farm, a Christmas tree farm/trim shop, a grading
                                          company, several rental properties); Associate Broker
                                          with Southern Heritage Land Co.

Anne L. Davenport **(43)          2000    Vice President of Matthews Printing Company.

Lanny W. Dunagan (52)             2002    Sole owner of Lanny Dunagan's Welding Service.

Gilbert T. Jones, Sr. (66)        2000    Retired; sole owner of Great Southern Resource &
                                          Investment, Inc. (a development and construction
                                          company).

<FN>
__________________________________
*    Ann M. Palmour is the mother of Shelley Palmour Anderson.
**   The director resigned from the Board of Directors of the Company at the end of March 2005.
</TABLE>


                                       39
<PAGE>
EXECUTIVE OFFICERS & SIGNIFICANT EMPLOYEES

     The following table shows for each executive officer and significant
employee of the Company:  (a) his name; (b) his age at December 31, 2004; (c)
how long he has been an officer or significant employee of the Company; (d) his
positions with the Company and the Bank; and (e) his principal occupation for
the last five years:

<TABLE>
<CAPTION>
                              HELD
                            POSITION                   POSITION WITH THE COMPANY
NAME (AGE)                   SINCE                      AND BUSINESS EXPERIENCE
----------                  --------                    -----------------------
<S>                         <C>       <C>
EXECUTIVE OFFICERS:

Albert F. Satterwhite (59)    2004    President and Chief Executive Officer of the Company and
                                      the Bank; Previously, Senior Vice President of Branch Bank
                                      and Trust Company in Macon, Georgia from 2000 until
                                      2004; President of United Bank in Griffin, Georgia in 1999;
                                      Community Bank President and Chief Executive Officer of
                                      Union Planters Bank of Southern Mississippi from 1996
                                      until 1999; President and Chief Executive Officer of
                                      BankSouth from 1992 to 1996; Division Vice President of
                                      BankSouth from 1985 until 1992; President and Chief
                                      Executive Officer of International City Bank from 1983 to
                                      1985; and President and Chief Executive Officer of Citizens
                                      First National Bank of Crystal River from 1981 to 1983.

W. Bryan Hendrix (42)         2004    Chief Financial Officer of the Company and the Bank;
                                      Previously, First Vice President and Controller of
                                      Gainesville Bank & Trust in Gainesville, Georgia from
                                      1996 until 2004; Vice-President and Audit Manager of First
                                      National Bancorp, Inc. from 1984 to 1996.

SIGNIFICANT EMPLOYEE:

Michael C. Lynch (32)         2004    Senior Vice President and Senior Lender of the Company
                                      and the Bank;  Previously Vice President of Branch Bank
                                      and Trust from 1999 to 2004, during which time Mr. Lynch
                                      served as Regional Credit Officer, Small Business Loan
                                      Administrator and Commercial Lender.  From 1995 to 1999,
                                      Mr. Lynch was employed with Wachovia Bank, N.A., where
                                      he served as Branch Manager and Commercial Lender.
</TABLE>


                                       40
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers and persons who own beneficially more than 10%
of the Company's outstanding common stock to file with the Securities and
Exchange Commission initial reports of ownership and reports of changes in their
ownership of the Company's common stock.  Directors, executive officers and
greater than 10% shareholders are required to furnish the Company with copies of
the forms they file.  To our knowledge, based solely on a review of the copies
of these reports furnished to the Company, all of our directors and executive
officers, except as noted, complied with all applicable Section 16(a) filing
requirements during 2003.  R. Allen Smith filed one late report reporting his
initial ownership due to a delay in obtaining filing codes.

CODE OF ETHICS

     The Company has adopted a Code of Ethics that applies to the Company's
Chief Executive Officer and Chief Financial and Accounting Officer.  The Company
will provide a copy of the Code of Ethics free of charge to any shareholder upon
written request to the Company.


                                       41
<PAGE>
ITEM 10.     EXECUTIVE COMPENSATION.

     The following table sets forth the annual and long-term compensation for
services in all capacities to the Company for the fiscal years 2004, 2003 and
2003 for all individuals serving as the Company's Chief Executive Officer during
2004.  No other executive officers received a combined payment of salary and
bonus in excess of $100,000 for services rendered to the Company during 2004.

<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE

                                     Annual             Long Term
                                   Compensation      Compensation Awards
                               -------------------   -------------------
                                                     Number of Securities    All Other
Name and Position       Year  Salary ($)  Bonus ($)   Underlying Options  Compensation ($)
----------------------  ----  ----------  ---------  --------------------  ----------------
<S>                     <C>   <C>         <C>        <C>                   <C>
Gary H. Anderson,       2004      38,867         --                    --          45,021 1
Former President        2003     136,963         --              12,000 2             768 3
   and CEO              2002     105,000         --                    --           2,209 3

Albert F. Satterwhite,  2004      80,917         --                    --             384 3
President and CEO       2003          --         --                    --                --
                        2002          --         --                    --                --

R. Allen Smith,         2004      73,532         --                27,500                --
Interim President       2003          --         --                    --                --
   and CEO              2002          --         --                    --                --

<FN>
1    Represents a $44,765 severance payment to Mr. Anderson, including the
     payment of approximately $11,190 related to accrued but unused vacation,
     and $256 in life insurance premiums.

2    Upon Mr. Anderson's resignation, the options reflected above were
     forfeited.

3    Represents life insurance premiums.
</TABLE>

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

     For 2005, we have agreed to pay a base salary of $130,000 and $110,000,
respectively to Messrs. Satterwhite and Hendrix.


                                       42
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR

     The following table provides details regarding the stock options granted in
2004 to the executive officers named in the summary compensation table.  The
options described below vest in one-third annual increments beginning on
December 16, 2005.

<TABLE>
<CAPTION>
                                               Percentage of Total Options    Exercise
                       Securities Underlying       Granted to Employees        Price     Expiration
Name                     Option Grants (#)           During 2004 (%)         ($/share)      Date
---------------------  ----------------------  ----------------------------  ----------  ----------
<S>                    <C>                     <C>                           <C>         <C>
Gary H. Anderson                           --                            --          --          --

Albert F. Satterwhite                      --                            --          --          --

R. Allen Smith                         27,500                         100 %  $    10.00  12/16/2014
</TABLE>

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

     The following table sets forth information as of December 31, 2004
concerning stock options held by the executive officers named in the summary
compensation table.  The named executive officers did not exercise any options
to purchase common stock of the Company during 2004.  We have not granted any
stock appreciation rights, restricted stock or stock incentives other than stock
options.

<TABLE>
<CAPTION>
                                                       Number of Securities      Value of Unexercised In-the
                                                      Underlying Unexercised          Money Options at
                                                   Options at December 31, 2004      December 31, 2004
                                                   ----------------------------  ---------------------------
                          Shares
                       Acquired on     Value
Name                   Exercise (#)  Realized ($)   Exercisable  Unexercisable   Exercisable  Unexercisable
---------------------  ------------  ------------  ------------  --------------  -----------  -------------
<S>                    <C>           <C>           <C>           <C>             <C>          <C>
Gary H. Anderson                 --            --            --              --           --             --

Albert F. Satterwhite            --            --            --              --           --             --

R. Allen Smith                   --            --            --          27,500           --             --
</TABLE>

     There is no active trading market for the Company's common stock.  The
in-the-money value of the options was based on a value equal to $10.00 per
share, which is the latest trade known to management.  Since the exercise price
of the options is $10.00 per share, the options are not in-the-money.

EMPLOYMENT AGREEMENTS

     On August 22, 2000, the Company entered into an employment agreement with
Mr. Anderson regarding his employment as the President and Chief Executive
Officer of the Company.  On April 6, 2004, Mr. Anderson resigned from his
positions with the Company.  Upon Mr. Anderson's resignation, the employment
agreement was terminated.  Under the terms of his employment agreement, Mr.
Anderson's annual salary for 2004 was set at $136,963.  Additionally, during
2003, Mr. Anderson received stock options to purchase 12,000 shares of the
Company's common stock at $12.00 per share, a car allowance of $500 per month
and other customary benefits commensurate with his position and


                                       43
<PAGE>
responsibilities.  As a result of Mr. Anderson's resignation, the stock options
awarded to Mr. Anderson in 2003 expired without becoming exercisable.

     As a result of Mr. Anderson's resignation, he was not entitled to any
severance payment under the terms of the employment agreement.  However, in
consideration of the contributions that Mr. Anderson made to the Company and The
National Bank of Gainesville since their organization, the Company agreed to a
lump sum payment to Mr. Anderson of approximately $44,765, which included the
payment of approximately $11,190 related to accrued but unused vacation.

     The Company has not entered into employment agreements with Messrs.
Satterwhite or Hendrix.

COMPENSATION OF DIRECTORS

     The directors of the Company and the Bank are not separately compensated
for their services, and may not be compensated until the net profits of the
Company and the Bank exceed the Company's net losses since inception on a
cumulative basis.  In the future, we may adopt a director compensation policy
that conforms to applicable law.

STOCK OPTION PLAN

     During 2003, our shareholders approved a stock option plan whereby NBOG may
grant options to acquire up to 125,000 shares of NBOG common stock.  The plan
permits our board of directors to grant incentive stock options and
non-qualified stock options to eligible persons on an individual basis.  Our
board may determine the number of shares of common stock to be covered by each
option, the exercise price and the limitations applicable to the exercise of
each option.

ORGANIZER WARRANTS

     Ann M. Palmour, Paula M. Allen, J. Darwin Allison, Jr., Shelley Palmour
Anderson, Kathy L. Cooper, Anne L. Davenport, Gilbert T. Jones, Sr. and Gary H.
Anderson (the "Organizers") made personal guarantees regarding our pre-opening
loan.  In recognition of the risk of loss to the Organizers of their initial
equity investment and their guarantee of our pre-opening loan, and as an
incentive for them to serve as directors, we granted one warrant for each share
purchased by our Organizers in our initial public offering.  Each warrant
entitles the Organizer to purchase an additional share of NBOG common stock at
$10.00 per share, and expires on March 25, 2012.  The warrants vest in one-third
annual increments, with the final installment vesting on March 25, 2005.


                                       44
<PAGE>
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 1, 2005 by (a) each director and executive
officer named in the Summary Compensation Table and (b) all executive officers
and directors, as a group.  The information shown below is based upon
information furnished to the Company by the named persons.  Other than the
directors and executive officers listed below, we are unaware of any holder of
more than 5% of the Company's 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 of March 1, 2005.


                                       45
<PAGE>
<TABLE>
<CAPTION>
                                            WARRANTS       TOTAL
                                           AND OPTIONS     NUMBER
                                           EXERCISABLE   OF SHARES
                                 NUMBER      WITHIN     BENEFICIALLY  PERCENT
NAME                            OF SHARES    60 DAYS       OWNED      OF CLASS              NATURE OF OWNERSHIP
------------------------------  ---------  -----------  ------------  --------  --------------------------------------------
<S>                             <C>        <C>          <C>           <C>       <C>

DIRECTORS AND NAMED
EXECUTIVE OFFICERS

Paula M. Allen                     21,667       10,833        32,500       3.9

J. Darwin Allison, Jr.+            24,166       20,000        44,166       5.3

Shelley Palmour Anderson           14,266       10,100        24,366       2.9

Kathy L. Cooper                    14,666       10,000        24,666       3.0  Includes 500 shares held in an IRA for the
                                                                                benefit of Ms. Cooper's spouse.

Anne L. Davenport+                 14,466       10,100        24,566       3.0  Includes 200 shares as custodian for Ms.
                                                                                Davenport's children.

Lanny W. Dunagan                   27,182        6,667        33,849       4.1

Gilbert T. Jones, Sr.              35,466       30,800        66,266       7.8  Includes 500 shares held as custodian for
                                                                                Mr. Jones' grandchildren.

Roger P. Martin+                   47,267       30,600        77,867       9.1  Includes 30,600 shares held by Lanier OB-
                                                                                GYN Associates Profit Sharing Trust for the
                                                                                benefit of Dr. Martin and 12,500 shares held
                                                                                by Wahoo Calc, LLC.

John C. McHugh                     34,166       10,000        44,166       5.3

Ann M. Palmour                     35,590       20,036        55,626       6.6

Albert F. Satterwhite               8,333            0         8,333       1.0

R. Allen Smith                      8,434            0         8,434       1.0

Wendell A. Turner                  42,600       40,600        83,200       9.6  Includes 42,600 shares held by Lanier OB-
                                                                                GYN Associates Profit Sharing Trust for the
                                                                                benefit of Dr. Turner.
OTHER NAMED EXECUTIVE
OFFICERS

Gary M. Anderson                   20,000       13,333        33,333       4.0

ALL DIRECTORS AND CURRENT         332,435      199,736       532,171      52.1
EXECUTIVE OFFICERS AS A GROUP
(14 PERSONS)

<FN>
+     The director resigned at the end of March 2005.
</TABLE>


                                       46
<PAGE>
     The table below sets forth information regarding shares of the Company's
common stock authorized for issuance under the following the Company equity
compensation plans or agreements:

     -    the NBOG Bancorporation, Inc. 2003 Stock Incentive Plan;

     -    the NBOG Bancorporation, Inc. Non-qualified Stock Option Agreement
          with John Thompson;

     -    the NBOG Bancorporation, Inc. Non-qualified Stock Option Agreement
          with R. Allen Smith and

     -    NBOG Bancorporation Warrant Agreements with certain directors of the
          Company.

     The Stock Incentive Plan was approved by shareholders on May 29, 2003.
None of the other equity compensation plans or agreements listed above have been
approved by the Company's shareholders.  Each of those plans or agreements is
described below.

<TABLE>
<CAPTION>
                                                                                       Number of securities
                                                                                        remaining available
                                                                                        for future issuance
                                                                                         under the equity
                                           Number of securities                         compensation plans
                                            to be issued upon      Weighted-average      (excluding shares
                                               exercise of        exercise price of         subject to
                                           outstanding options   outstanding options   outstanding options)
------------------------------------------------------------------------------------------------------------
<S>                                        <C>                   <C>                   <C>
Equity compensation plans approved by
security holders                                         60,000  $       10.00                 65,000

Equity compensation plans not approved by
security holders                                        228,236  $       10.00                      -

Total
</TABLE>

     NON-QUALIFIED STOCK OPTION AGREEMENT WITH JOHN THOMPSON.  On December 13,
2001, Mr. Thompson, a former officer of the bank, was granted an option to
purchase 1,000 shares of the Company's common stock at an exercise price of
$10.00 per share.  The option is fully vested and expires on October 31, 2005 if
not exercised.

     NON-QUALIFIED STOCK OPTION AGREEMENT WITH R. ALLEN SMITH. On December 16,
2004, Mr. Smith was granted an option to purchase 27,500 shares of the Company's
common stock at an exercise price of $10.00 per share. The option vest in three
equal annual installments, with the first portion vesting on the first
anniversary of the grant date. The option expires on December 16, 2014 if not
exercised.

     WARRANT AGREEMENTS WITH CERTAIN OF THE COMPANY'S DIRECTORS.  On March 25,
2002 the Company issued warrants to its directors to purchase an aggregate of
199,736 shares of the Company's common stock at an exercise price of  $10.00 per
share.  The warrants become exercisable in one-third annual increments beginning
on the first anniversary of the issuance date, provided that throughout the
period beginning on the date of the initial issuance of the warrants and ending
on the particular anniversary, the warrant holder has served continuously as a
director of the Company and the Bank and has attended at least 75% of the
meetings of the relevant boards of directors.  Warrants which fail to vest


                                       47
<PAGE>
as provided in the previous sentence will expire and no longer be exercisable.
Exercisable warrants will generally remain exercisable for the ten-year period
following the date of issuance.  The exercise price of each warrant is subject
to adjustment for stock splits, recapitalizations or other similar events.

ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The Company's directors and officers, and the businesses and other
organizations with which they are associated, from time to time may have banking
transactions in the ordinary course of business with the Bank.  The Bank's
policy is that any loans or other commitments to those persons or entities be
made in accordance with applicable law and on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons or entities of similar standing.  All
transactions with affiliates must be on terms no less favorable than could be
obtained from an unaffiliated third party and must be approved by a majority of
directors including a majority of disinterested directors.

     In addition, each loan by the Bank to any officer, director or controlling
person of the Bank or any of its affiliates may be made only in compliance with
the following conditions:

     The loan:

          -    must be evidenced by a promissory note naming the Bank as payee
               and must contain an annual percentage rate which is reasonably
               comparable to that normally charged to non-affiliates by other
               commercial lenders for similar loans made in the Bank's locale;

          -    must be repaid according to appropriate amortization schedules
               and contain default provisions comparable to those normally used
               by other commercial lenders for similar loans made to
               non-affiliates in the Bank's locale;

          -    must be made only if credit reports and financial statements, or
               other reasonable investigation appropriate in light of the nature
               and terms of the loan and which meet the loan policies normally
               used by other commercial lenders for similar loans made to
               non-affiliates in the Bank's locale, show the loan to be
               collectible and the borrower a satisfactory credit risk; and

          -    the purpose of the loan and the disbursement of proceeds are
               reviewed and monitored in a manner comparable to that normally
               used by other commercial lenders for similar loans made in the
               Bank's locale.

ITEM  13.  EXHIBITS  LIST.

Exhibit
Number     Description
------     -----------

3.1        Articles of Incorporation of NBOG Bancorporation, Inc.
               Incorporated by reference to Exhibit 3(i) of the Registration
               Statement on Form SB-2, File No. 333-47280, filed on October 4,
               2000.

3.2        Bylaws of NBOG Bancorporation, Inc. Incorporated by reference to
               Exhibit 3(ii) of the Registration Statement on Form SB-2, File
               No. 333-47280, filed on October 4, 2000.

4.1        See Exhibits 3.1 and 3.2 for provisions of the Articles of
               Incorporation and Bylaws defining the rights of shareholders.


                                       48
<PAGE>
4.2        Form of common stock certificate of NBOG Bancorporation, Inc.
               Incorporated by reference to Exhibit 4(ii) of the Registration
               Statement on Form SB-2, File No. 333-47280, filed on October 4,
               2000.

10.1*      Employment Agreement dated August 22, 2000, among The National
               Bank of Gainesville (in organization), NBOG Bancorporation, Inc.
               and Gary H. Anderson. Incorporated by reference to Exhibit 10(ii)
               of the Registration Statement on Form SB-2, File No. 333-47280,
               filed on October 4, 2000.

10.2*      NBOG Bancorporation, Inc.'s 2003 Stock Incentive Plan.
               Incorporated by reference to Exhibit 10.2 of the Registration
               Statement on Form SB-2, File No. 333-122567, filed on February 4,
               2005.

10.3*      Form of Incentive Stock Option Award. Incorporated by reference
               to Exhibit 10.3 of the Registration Statement on Form SB-2, File
               No. 333-122567, filed on February 4, 2005.

10.4*      Form of Nonqualified Stock Option Award. Incorporated by
               reference to Exhibit 10.4 of the Registration Statement on Form
               SB-2, File No. 333-122567, filed on February 4, 2005.

10.5*      Form of NBOG Bancorporation, Inc. Organizer's Warrant Agreement.
               Incorporated by reference to Exhibit 10(iv) of the Registration
               Statement on Form SB-2, File No. 333-47280, filed on October 4,
               2000.

10.6       Agreement by and between The National Bank of Gainesville and the
               Office of the Comptroller of the Currency, dated August 18, 2004.

21         Subsidiaries of NBOG Bancorporation, Inc. Incorporated by
               reference to Exhibit 21 of the Annual Report on Form 10-KSB for
               the year ended December 31, 2001, filed on April 1, 2002.

23.1       Consent of Porter Keadle Moore, LLP

24         Power of Attorney (contained in Signature Page).

31.1       Certification of Principal Executive Officer pursuant to Section
               302 of the Sarbanes-Oxley Act of 2002.

31.2       Certification of Principal Financial Officer pursuant to Section
               302 of the Sarbanes-Oxley Act of 2002.

32.1       Certifications pursuant to 18 U.S.C. Section 1350 as adopted
               pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.1

99.1       Audited Financial Statements

99.2       Report of Independent Registered Public Accounting Firm

_____________________
*Indicates management contract or compensatory plan or arrangement.


                                       49
<PAGE>
ITEM 14.     PRINCIPAL ACCOUNTANT FEES AND SERVICES.

     The following table sets forth the fees billed and, as to audit and
audit-related fees, expected to be billed to the Company for the fiscal years
ended December 31, 2004 and 2003 by McNair, McLemore, Middlebrooks & Co., LLP.

<TABLE>
<CAPTION>
                     2004     2003
                    -------  ------
<S>                 <C>      <C>

Audit Fees (1)      $40,991   - 0 -
Audit-Related Fees    - 0 -   - 0 -
Tax Fees (2)          3,871   - 0 -
All Other Fees        - 0 -   - 0 -
    Total Fees      $44,862  $- 0 -

<FN>
1    Represents fees related to the audit and quarterly reviews of
     consolidated financial statements of the Company and review of regulatory
     filings.

2    Represents fees related to tax compliance, tax advice and tax planning
     service.
</TABLE>

     All of the services provided by the independent accountants were
pre-approved by the Audit Committee.  The Audit Committee pre-approves all audit
and non-audit services provided by the Company's independent accountants and may
not engage them to perform any prohibited non-audit services.  The Audit
Committee has determined that the rendering of non-audit professional services,
as identified above, is compatible with maintaining the independence of the
Company's auditors.


                                       50
<PAGE>
                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

                                          NBOG BANCORPORATION, INC.

                                          By:   /s/ Albert F. Satterwhite
                                          --------------------------------------
                                          Albert F. Satterwhite,
                                          Chief Executive Officer

                                          Date:  March 30, 2005


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears on
the signature page to this Report constitutes and appoints Albert F. Satterwhite
and W. Bryan Hendrix, his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her and in his or
her name, place, and stead, in any and all capacities, to sign any and all
amendments to this Report, and to file the same, with all exhibits hereto, and
other documents in connection herewith with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
they might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

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

        SIGNATURE                        TITLE                  DATE
        ---------                        -----                  ----

/s/ R. Allen Smith            Chairman and Director        March 30, 2005
----------------------------
R. Allen Smith

/s/ Ann M. Palmour
----------------------------
Ann M. Palmour                Vice-Chairman and Director   March 30, 2005

/s/ Albert F. Satterwhite            Director and
----------------------------  Principal Executive Officer  March 30, 2005
Albert F. Satterwhite

/s/ W. Bryan Hendrix             Principal Financial and
----------------------------       Accounting Officer      March 30, 2005
W. Bryan Hendrix


----------------------------
Paula M. Allen                           Director


----------------------------
Shelley Palmour Anderson                 Director


<PAGE>
        SIGNATURE                        TITLE                  DATE
        ---------                        -----                  ----

/s/ Kathy L. Cooper
----------------------------
Kathy L. Cooper                          Director          March 30, 2005


----------------------------
Lanny W. Dunagan                         Director

/s/ Gilbert F. Jones, Sr.
----------------------------
Gilbert T. Jones, Sr.                    Director          March 30, 2005

/s/ Dr. John C. McHugh
----------------------------
Dr. John C. McHugh                       Director          March 30, 2005

/s/ Dr. Wendell A. Turner
----------------------------
Dr. Wendell A. Turner                    Director          March 30, 2005


<PAGE>
                                  EXHIBIT INDEX

Exhibit
 Number          Description
---------        -----------

3.1        Articles of Incorporation of NBOG Bancorporation, Inc.
               Incorporated by reference to Exhibit 3(i) of the Registration
               Statement on Form SB-2, File No. 333-47280, filed on October 4,
               2000.

3.2        Bylaws of NBOG Bancorporation, Inc. Incorporated by reference to
               Exhibit 3(ii) of the Registration Statement on Form SB-2, File
               No. 333-47280, filed on October 4, 2000.

4.1        See Exhibits 3.1 and 3.2 for provisions of the Articles of
               Incorporation and Bylaws defining the rights of shareholders.

4.2        Form of common stock certificate of NBOG Bancorporation, Inc.
               Incorporated by reference to Exhibit 4(ii) of the Registration
               Statement on Form SB-2, File No. 333-47280, filed on October 4,
               2000.

10.1*       Employment Agreement dated August 22, 2000, among The National
               Bank of Gainesville (in organization), NBOG Bancorporation, Inc.
               and Gary H. Anderson. Incorporated by reference to Exhibit 10(ii)
               of the Registration Statement on Form SB-2, File No. 333-47280,
               filed on October 4, 2000.

10.2*       NBOG Bancorporation, Inc.'s 2003 Stock Incentive Plan.
               Incorporated by reference to Exhibit 10.2 of the Registration
               Statement on Form SB-2, File No. 333-122567, filed on February 4,
               2005.

10.3*       Form of Incentive Stock Option Award. Incorporated by reference
               to Exhibit 10.3 of the Registration Statement on Form SB-2, File
               No. 333-122567, filed on February 4, 2005.

10.4*       Form of Nonqualified Stock Option Award. Incorporated by
               reference to Exhibit 10.4 of the Registration Statement on Form
               SB-2, File No. 333-122567, filed on February 4, 2005.

10.5*       Form of NBOG Bancorporation, Inc. Organizer's Warrant Agreement.
               Incorporated by reference to Exhibit 10(iv) of the Registration
               Statement on Form SB-2, File No. 333-47280, filed on October 4,
               2000.

10.6       Agreement by and between The National Bank of Gainesville and the
               Office of the Comptroller of the Currency, dated August 18, 2004.


21         Subsidiaries of NBOG Bancorporation, Inc. Incorporated by
               reference to Exhibit 21 of the Annual Report on Form 10-KSB for
               the year ended December 31, 2001, filed on April 1, 2002.

23.1       COnsent of Porter Keadle Moore, LLP

24         Power of Attorney (contained in Signature Page).

31.1       Certification of Principal Executive Officer pursuant to Section
               302 of the Sarbanes-Oxley Act of 2002.

31.2       Certification of Principal Financial Officer pursuant to Section
               302 of the Sarbanes-Oxley Act of 2002.

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

99.1       Audited Financial Statements

99.2       Report of Independent Accounting Firm

_____________________
*Indicates management contract or compensatory plan or arrangement.