EXHIBIT 99.1
                                                                    ------------




                    NBOG BANCORPORATION, INC. AND SUBSIDIARY
                              GAINESVILLE, GEORGIA


                    CONSOLIDATED FINANCIAL STATEMENTS AS OF
                         DECEMBER 31, 2005 AND 2004 AND
            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


<PAGE>
                    NBOG BANCORPORATION, INC. AND SUBSIDIARY


                                    CONTENTS


<TABLE>
<CAPTION>
<S>                                                          <C>
Report of Independent Registered Public Accounting Firm . .  1

Consolidated Balance Sheets . . . . . . . . . . . . . . . .  2

Consolidated Statements of Operations . . . . . . . . . . .  4

Consolidated Statements of Comprehensive Income (Loss). . .  5

Consolidated Statements of Changes in Stockholders' Equity.  6

Consolidated Statements of Cash Flows . . . . . . . . . . .  7

Notes to Consolidated Financial Statements. . . . . . . . .  8
</TABLE>


<PAGE>
                    McNair, McLemore, Middlebrooks & Co., LLP
                          CERTIFIED PUBLIC ACCOUNTANTS
           389 Mulberry Street - Post Office Box One - Macon, GA 31202
               Telephone (478) 746-6277 - Facsimile (478) 743-6858
                                 www.mmmcpa.com

RALPH S. McLEMORE, SR., CPA (1902-1981)
SIDNEY B. McNAIR, CPA (1913-1992)
---------------------------------------

                                                   RICHARD A. WHITTEN, JR., CPA
SIDNEY E. MIDDLEBROOKS, CPA, PC                    ELIZABETH WARE HARDIN, CPA
RAY C. PEARSON, CPA                                CAROLINE E. GRIFFIN, CPA
J. RANDOLPH NICHOLS, CPA                           RONNIE K. GILBERT, CPA
WILLIAM H. EPPS, JR., CPA                          RON C. DOUTHIT, CPA
RAYMOND A. PIPPIN, JR., CPA                        CHESLEY P. CAWTHON, JR., CPA
JERRY A. WOLFE, CPA                                CHARLES A. FLETCHER, CPA
W. E. BARFIELD, JR., CPA                           MARJORIE HUCKABEE CARTER, CPA
HOWARD S. HOLLEMAN, CPA                            BRYAN A. ISGETT, CPA
F. GAY McMICHAEL, CPA                              DAVID PASCHAL MUSE, JR., CPA


                                 March 31, 2006

            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors
NBOG Bancorporation, Inc.

We  have  audited  the  accompanying  consolidated  balance  sheets  of  NBOG
BANCORPORATION,  INC.  AND  SUBSIDIARY as of December 31, 2005, and 2004 and the
related  consolidated  statements  of  operations,  comprehensive income (loss),
changes  in stockholders' equity and cash flows for the years then ended.  These
consolidated  financial  statements  are  the  responsibility  of  the Company's
management.  Our  responsibility  is to express an opinion on these consolidated
financial  statements  based  on  our  audits.

We  conducted  our  audits  in  accordance  with standards of the Public Company
Accounting  Oversight  Board  (United  States).  Those standards require that we
plan  and  perform  the  audits to obtain reasonable assurance about whether the
financial  statements  are  free  of  material misstatement.  The Company is not
required  to  have,  nor  were  we  engaged to perform, an audit of its internal
control  over  financial reporting.  An audit includes consideration of internal
control  over financial reporting as a basis for designing audit procedures that
are  appropriate  in the circumstances, but not for the purpose of expressing an
opinion  on  the  effectiveness of the Company's internal control over financial
reporting.  Accordingly,  we  express  no  such opinion.  An audit also includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the  financial  statements,  assessing  the  accounting  principles  used  and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of NBOG Bancorporation,
Inc.  and  Subsidiary  as  of December 31, 2005 and 2004, and the results of its
operations  and  its  cash  flows  for  the years then ended, in conformity with
accounting  principles  generally  accepted  in  the  United  States of America.

The  accompanying  consolidated financial statements have been prepared assuming
the  Bank  will  continue  as  a  going concern.  As discussed in Note 14 to the
consolidated financial statements, the Bank entered into a formal agreement with
its  primary regulator dated August 14, 2004.  As of December 31, 2005, the Bank
was  not  in  compliance  with  certain  requirements  of the agreement.  By not
meeting  these requirements, losses incurred in the current year and the results
of  a  recent  regulatory  examination could expose the Bank to possible further
regulatory  actions.  As  more  fully  discussed in Note 14, these matters raise
substantial  doubt about the Bank's ability to continue as a going concern.  The
ability of the Bank to continue as a going concern is dependent on many factors,
including  earnings and fully complying with the formal agreement.  Management's
plans  with  respect  to  these  matters  are  also  described  in Note 14.  The
accompanying  consolidated  financial  statements do not include any adjustments
that  might  result  from  the  outcome  of  this  uncertainty.


                                   /s/ McNair, McLemore, Middlebrooks & Co., LLP

                                       McNAIR, McLEMORE, MIDDLEBROOKS & CO., LLP


                                      -1-
<PAGE>
<TABLE>
<CAPTION>
                      NBOG BANCORPORATION, INC. AND SUBSIDIARY
                            CONSOLIDATED BALANCE SHEETS
                                    DECEMBER 31


                                       ASSETS


                                                             2005          2004
                                                         ------------  ------------
<S>                                                      <C>           <C>
CASH AND CASH EQUIVALENTS
  Cash and Due from Banks                                $   680,381   $ 1,125,521
  Federal Funds Sold                                          95,000     5,301,000
                                                         ------------  ------------

                                                             775,381     6,426,521
                                                         ------------  ------------

INVESTMENT SECURITIES AVAILABLE FOR SALE, AT FAIR VALUE    8,424,986     5,348,728
                                                         ------------  ------------

OTHER INVESTMENTS                                            270,120       234,850
                                                         ------------  ------------

LOANS                                                     25,515,185    32,291,811
  Allowance for Loan Losses                                 (785,326)     (989,852)
                                                         ------------  ------------

                                                          24,729,859    31,301,959
                                                         ------------  ------------

PREMISES AND EQUIPMENT                                     2,315,875     2,464,768
                                                         ------------  ------------

OTHER REAL ESTATE                                            839,000     1,905,053
                                                         ------------  ------------

OTHER ASSETS                                                 526,077       329,640
                                                         ------------  ------------

TOTAL ASSETS                                             $37,881,298   $48,011,519
                                                         ============  ============
</TABLE>


The accompanying notes are an integral part of these consolidated balance
sheets.


                                      -2-
<PAGE>
<TABLE>
<CAPTION>
                    NBOG BANCORPORATION, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                                   DECEMBER 31

                      LIABILITIES AND STOCKHOLDERS' EQUITY


                                                        2005          2004
                                                    ------------  ------------
<S>                                                 <C>           <C>
DEPOSITS
  Noninterest-Bearing                               $ 2,514,693   $ 2,325,228
  Interest-Bearing                                   31,427,489    41,401,631
                                                    ------------  ------------

                                                     33,942,182    43,726,859
                                                    ------------  ------------

OTHER LIABILITIES                                       165,233       366,640
                                                    ------------  ------------

COMMITMENTS

STOCKHOLDERS' EQUITY
  Preferred Stock, No Par Value; 10,000,000 Shares
    Authorized; No Shares Issued and Outstanding              -             -
  Common Stock, No Par Value; 50,000,000 Shares
    Authorized; 991,560 and 805,389 Shares Issued
    and Outstanding in 2005 and 2004, Respectively    8,603,888     7,527,820
  Accumulated Deficit                                (4,656,733)   (3,585,102)
  Accumulated Other Comprehensive Loss                 (173,272)      (24,698)
                                                    ------------  ------------

                                                      3,773,883     3,918,020
                                                    ------------  ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY          $37,881,298   $48,011,519
                                                    ============  ============
</TABLE>


The accompanying notes are an integral part of these consolidated balance
sheets.


                                      -3-
<PAGE>
<TABLE>
<CAPTION>
                    NBOG BANCORPORATION, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                         FOR THE YEARS ENDED DECEMBER 31


                                                         2005          2004
                                                     ------------  ------------
<S>                                                  <C>           <C>
INTEREST INCOME
  Loans, Including Fees                              $ 2,357,179   $ 3,370,322
  Interest Bearing Deposits                                1,510             -
  Investments                                            260,486        95,062
  Federal Funds Sold                                      75,324        80,277
                                                     ------------  ------------

                                                       2,694,499     3,545,661
                                                     ------------  ------------

INTEREST EXPENSE
  Deposits                                             1,056,053     1,144,287
  Other                                                       68             -
                                                     ------------  ------------

                                                       1,056,121     1,144,287
                                                     ------------  ------------

NET INTEREST INCOME                                    1,638,378     2,401,374

  Provision for Loan Losses                              225,000     2,274,748
                                                     ------------  ------------

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES    1,413,378       126,626
                                                     ------------  ------------

NONINTEREST INCOME
  Service Charges on Deposits                             55,528        70,688
  Gain on Sale or Call of Investment Securities                -           211
  Mortgage Origination and Processing Fees                 6,094        84,980
  Other                                                   16,972         6,099
                                                     ------------  ------------

                                                          78,594       161,978
                                                     ------------  ------------

NONINTEREST EXPENSES
  Salaries and Employee Benefits                       1,109,408     1,164,723
  Occupancy and Equipment                                373,261       306,816
  Professional Fees                                      256,175       266,531
  Other                                                  824,759       775,318
                                                     ------------  ------------

                                                       2,563,603     2,513,388
                                                     ------------  ------------

LOSS BEFORE INCOME TAXES                              (1,071,631)   (2,224,784)

  Income Taxes                                                 -       664,757
                                                     ------------  ------------

NET LOSS                                             $(1,071,631)  $(2,889,541)
                                                     ============  ============

BASIC LOSS PER SHARE                                 $     (1.20)  $     (3.87)
                                                     ============  ============

WEIGHTED AVERAGE SHARES OUTSTANDING                      895,772       747,391
                                                     ============  ============
<FN>


The accompanying notes are an integral part of these consolidated statements.
</TABLE>


                                      -4-
<PAGE>
<TABLE>
<CAPTION>
                    NBOG BANCORPORATION, INC. AND SUBSIDIARY
             CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
                                   DECEMBER 31

                                                    2005          2004
                                                ------------  ------------
<S>                                             <C>           <C>
NET LOSS                                        $(1,071,631)  $(2,889,541)
                                                ------------  ------------

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX
  Losses on Securities Arising During the Year     (148,574)      (20,639)
  Reclassification Adjustment                             -          (139)
                                                ------------  ------------

  Unrealized Losses on Securities                  (148,574)      (20,778)
                                                ------------  ------------

COMPREHENSIVE LOSS                              $(1,220,205)  $(2,910,319)
                                                ============  ============
</TABLE>


The accompanying notes are an integral part of these consolidated statements.


                                      -5-
<PAGE>
<TABLE>
<CAPTION>

                                           NBOG BANCORPORATION, INC. AND SUBSIDIARY
                                  CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                        FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004


                                                     COMMON STOCK                              ACCUMULATED
                                             -----------------------------    ACCUMULATED     COMPREHENSIVE
                                                SHARES          AMOUNT          DEFICIT       INCOME (LOSS)        TOTAL
                                             -------------  --------------  ---------------  ---------------  ---------------
<S>                                          <C>            <C>             <C>              <C>              <C>
BALANCE, DECEMBER 31, 2003                         746,890  $    7,176,408  $     (695,561)  $       (3,920)  $    6,476,927

  Proceeds from Stock Offering                      58,499         351,412                                           351,412
  Unrealized Loss on Securities Available
    for Sale, Net of Tax Benefit of $10,704                                                         (20,778)         (20,778)
  Net Loss                                                                      (2,889,541)                       (2,889,541)
                                             -------------  --------------  ---------------  ---------------  ---------------

BALANCE, DECEMBER 31, 2004                         805,389       7,527,820      (3,585,102)         (24,698)       3,918,020

  Proceeds from Stock Offering                     136,496         579,318                                           579,318
  Exercise of Stock Option and Warrants             49,675         496,750                                           496,750
  Unrealized Loss on Securities Available
    for Sale                                                                                       (148,574)        (148,574)
  Net Loss                                                                      (1,071,631)                       (1,071,631)
                                             -------------  --------------  ---------------  ---------------  ---------------

BALANCE, DECEMBER 31, 2005                         991,560  $    8,603,888  $   (4,656,733)  $     (173,272)  $    3,773,883
                                             =============  ==============  ===============  ===============  ===============
</TABLE>

See accompanying notes to consolidated financial statements.


                                      -6-
<PAGE>
<TABLE>
<CAPTION>
                           NBOG BANCORPORATION, INC. AND SUBSIDIARY
                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                               FOR THE YEARS ENDED DECEMBER 31


                                                                       2005          2004
                                                                   ------------  ------------
<S>                                                                <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Loss                                                         $(1,071,631)  $(2,889,541)
  Adjustments to Reconcile Net Loss to
    Net Cash Provided (Used) by Operating Activities
      Provision for Loan Losses                                        225,000     2,274,749
      Provision for Losses on Other Real Estate                              -        46,684
      Depreciation, Amortization and Accretion                         214,859       164,909
      Gain on Sale or Call of Investment
        Securities Available for Sale                                        -          (211)
      Loss on Sale of Other Real Estate                                144,979        40,796
      Loss on Sale or Retirement of Premises and Equipment                   -        28,001
      CHANGE IN
        Other Assets                                                   (33,571)      974,173
        Other Liabilities                                             (201,406)      321,375
                                                                   ------------  ------------

                                                                      (721,770)      960,935
                                                                   ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of Investment Securities Available for Sale             (4,501,436)   (4,023,692)
  Proceeds from Maturities, Calls and Paydowns of
    Investment Securities Available for Sale                         1,271,586     1,375,342
  Proceeds from Sales of Investment Securities Available for Sale            -             -
  Purchases of Other Investments                                       (66,120)     (100,400)
  Proceeds from the Sale of Other Investments                           30,850        73,100
  Net Change in Loans                                                5,440,200    10,937,452
  Proceeds from the Sale of Other Real Estate                        1,827,974       366,494
  Proceeds from the Sale of Premises and Equipment                           -        14,500
  Purchases of Premises and Equipment,
    Including Construction in Progress                                 (33,972)   (1,968,116)
                                                                   ------------  ------------

                                                                     3,969,082     6,674,680
                                                                   ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Net Change in Deposits                                            (9,784,677)   (5,358,263)
  Payment of Deferred Offering Costs                                  (189,843)       (7,155)
  Exercise of Stock Options and Warrants                               496,750             -
  Proceeds from the Issuance of Common Stock                           579,318       351,412
                                                                   ------------  ------------

                                                                    (8,898,452)   (5,014,006)
                                                                   ------------  ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                (5,651,140)    2,621,609

CASH AND CASH EQUIVALENTS, BEGINNING                                 6,426,521     3,804,912
                                                                   ------------  ------------

CASH AND CASH EQUIVALENTS, ENDING                                  $   775,381   $ 6,426,521
                                                                   ============  ============
</TABLE>

See  accompanying  notes  to  consolidated  financial  statements.


                                      -7-
<PAGE>
                    NBOG BANCORPORATION, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The  consolidated  financial  statements  include  the  accounts  of  NBOG
Bancorporation, Inc. (the Company) and its wholly-owned subsidiary, The National
Bank  of  Gainesville  (the  Bank).  All  significant  intercompany balances and
transactions  have  been  eliminated  in  consolidation.

NATURE OF OPERATIONS

The  Bank  provides  a  variety  of  retail  and commercial banking services for
consumers  and  small  businesses  located primarily in the Gainesville, Georgia
area.  Lending  and  investing  activities  are  funded  primarily  by  deposits
gathered through its banking office.  The Bank commenced operations on March 21,
2002.

USE OF ESTIMATES

In  preparing the consolidated financial statements in conformity with generally
accepted  accounting  principles,  management  is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities as of the
date  of  the balance sheet and reported amounts of revenues and expenses during
the  reporting  period.  Actual  results  could  differ  from  those  estimates.
Material  estimates  that  are particularly susceptible to significant change in
the  near term relate to the determination of the allowance for loan losses, the
valuation  of  real  estate  acquired  in  connection  with  foreclosures  or in
satisfaction  of  loans  and  the  valuation  of  deferred  tax  assets.

RECLASSIFICATIONS

In  certain  instances,  amounts reported in prior years' consolidated financial
statements have been reclassified to conform to statement presentations selected
for  2005.  Such  reclassifications  had  no  effect  on  previously  reported
stockholders'  equity  or  net  income.

CONCENTRATIONS OF CREDIT RISK

Lending  is  concentrated  in  mortgage,  commercial and consumer loans to local
borrowers.  In  management's opinion, although the Bank has a high concentration
of  real  estate  loans,  these loans are well collateralized and do not pose an
adverse  credit  risk.  In  addition,  the  balance  of  the  loan  portfolio is
sufficiently  diversified  to  avoid  significant  concentration of credit risk.

The  success  of  the  Bank is dependent, to a certain extent, upon the economic
conditions  in the geographic markets it serves.  No assurance can be given that
the  current economic conditions will continue.  Adverse changes in the economic
conditions  in these geographic markets would likely have a material detrimental
effect  on  the  Bank's  results  of  operations  and  financial condition.  The
operating  results  of  the  Bank  depend  primarily on its net interest income.
Accordingly,  operations  are subject to risks and uncertainties surrounding the
exposure  to  changes  in  the  interest  rate  environment.


                                      -8-
<PAGE>
(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

INVESTMENT SECURITIES

Investment  securities  are  recorded  under  the  provisions  of  Statement  of
Financial Accounting Standards (SFAS) No. 115, whereby the Bank may classify its
securities  as  trading,  available  for  sale  or  held  to  maturity.  Trading
securities are purchased and held for sale in the near term.  Securities held to
maturity  are  those  which  the  Bank  has the ability and intent to hold until
maturity.  All  other  securities  not classified as trading or held to maturity
are  considered  available  for  sale.  As  of  December  31, 2005 and 2004, all
investment  securities  are  classified  as  available  for  sale.

Securities  available for sale are reported at estimated fair value.  Unrealized
gains and losses on securities available for sale are excluded from earnings and
are  reported  in  accumulated other comprehensive income (loss), a component of
stockholders'  equity.  Gains  and losses from sales of securities available for
sale  are  computed  using  the  specific  identification  method.  This caption
includes  securities,  which  may  be  sold to meet liquidity needs arising from
unanticipated  deposit  and  loan  fluctuations,  changes  in regulatory capital
requirements or unforeseen changes in market conditions.  Premiums and discounts
are  recognized  in interest income using the interest method over the period to
maturity.

Declines  in  the  fair  value of individual securities available for sale below
their  cost that are deemed to be other than temporary are reflected in earnings
as  realized  losses.  In  estimating  other  than  temporary impairment losses,
management  considers  (1)  the  length of time and the extent to which the fair
value  has  been  less  than  cost,  (2)  the  financial condition and near-term
prospects of the issuer and (3) the intent and ability of the Bank to retain its
investment  in  the  issuer  for  a  period  of time sufficient to allow for any
anticipated  recovery  in  fair  value.

OTHER INVESTMENTS

Other  investments  include  equity securities with no readily determinable fair
value.  These  investments  are  carried  at  cost.

LOANS

Loans  that  the  Bank  has  the  ability and intent to hold for the foreseeable
future or until maturity are recorded at their principal amount outstanding, net
of unearned interest and fees.  Interest income on loans is recognized using the
effective  interest  method.

When  management  believes there is sufficient doubt as to the collectibility of
principal  or  interest  on  any  loan,  the  accrual  of applicable interest is
discontinued  and  the loan is designated as nonaccrual, unless the loan is well
secured  and  in  the  process  of  collection.  Interest  payments  received on
nonaccrual  loans  are  either  applied against principal or reported as income,
according to management's judgment as to the collectibility of principal.  Loans
are  returned  to  an  accrual  status  when  factors  indicating  doubtful
collectibility  on  a  timely  basis  no  longer  exist.


                                      -9-
<PAGE>
(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

ALLOWANCE FOR LOAN LOSSES

The  allowance  for  loan  losses is established as losses are estimated to have
occurred  through  a provision for loan losses charged to earnings.  Loan losses
are  charged against the allowance when management believes the uncollectibility
of  a loan balance is confirmed.  Subsequent recoveries, if any, are credited to
the  allowance.

The  allowance for loan losses is evaluated on a regular basis by management and
is based upon management's periodic review of the collectibility of the loans in
light  of  historical  experience,  the nature and volume of the loan portfolio,
adverse  situations  that  may affect the borrower's ability to repay, estimated
value  of  any  underlying  collateral and prevailing economic conditions.  This
evaluation  is  inherently  subjective,  as  it  requires  estimates  that  are
susceptible  to  significant  revisions  as  more information becomes available.

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

A  loan is considered impaired when, based on current information and events, it
is  probable  that  the Bank will be unable to collect the scheduled payments of
principal  or  interest  when due according to the contractual terms of the loan
agreement.  Factors  considered  by management in determining impairment include
payment  status,  collateral  value  and the probability of collecting scheduled
principal  and  interest payments when due.  Loans that experience insignificant
payment  delays and payment shortfalls generally are not classified as impaired.
Management  determines the significance of payment delays and payment shortfalls
on  a  case-by-case  basis,  taking  into consideration all of the circumstances
surrounding  the  loan  and the borrower, including the length of the delay, the
reasons for the delay, the borrower's prior payment record and the amount of the
shortfall  in  relation  to  the  principal  and  interest  owed.  Impairment is
measured  on a loan-by-loan basis by either the present value of expected future
cash  flows  discounted  at  the  loan's  effective  interest  rate,  the loan's
obtainable  market  price  or  the  fair  value of the collateral if the loan is
collateral  dependent.

OFF-BALANCE SHEET CREDIT RELATED FINANCIAL INSTRUMENTS

In  the  ordinary  course  of business, the Bank has entered into commitments to
extend  credit,  including  commitments  under  standby letters of credit.  Such
financial  instruments  are  recorded  when  they  are  funded.


                                      -10-
<PAGE>
(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

PREMISES AND EQUIPMENT

Premises  and  equipment  are  carried  at  cost  less accumulated depreciation.
Depreciation  of  premises  and  equipment is provided over the estimated useful
lives of the respective assets utilizing the straight-line method.  Premises and
equipment  that  are  still  undergoing  development and have not been placed in
service  are  classified  as  construction  in  process and are not depreciated.
Expenditures  for  major  renewals and betterments are capitalized and those for
maintenance  and  repairs  are  charged  to  income  as  incurred.

OTHER REAL ESTATE

Other  real  estate  owned  represents  property  acquired  through foreclosure.
Properties are carried at the lower of cost or current appraisal values.  Losses
from  the  acquisition  of  property in full or partial satisfaction of debt are
recorded  as  loan  losses.  Subsequent declines in value, routine holding costs
and  gains  or  losses  upon  disposition  are  included  in  other  expense.

TRANSFERS OF FINANCIAL ASSETS

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

INCOME TAXES

The  Company accounts for income taxes under the liability method.  Accordingly,
deferred  tax  assets  and  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  and operating loss and tax credit carryforwards.  Deferred tax assets and
liabilities  are  measured  using enacted tax rates expected to apply to taxable
income  in  the  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 earnings in the period that includes the
enactment  date.

In  the  event  the future tax consequences of differences between the financial
reporting  bases  and  the  tax  bases  of  the assets and liabilities result in
deferred  tax  assets, an evaluation of the probability of being able to realize
the  future benefits indicated by such asset is required.  A valuation allowance
is  provided  for  the  portion of the deferred tax asset when it is more likely
than  not  that  some  portion  or  all  of  the  deferred tax asset will not be
realized.  In assessing the realizability of the deferred tax assets, management
considers  the scheduled reversals of deferred tax liabilities, projected future
taxable  income  and  tax  planning  strategies.


                                      -11-
<PAGE>
(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

COMPREHENSIVE INCOME

Accounting principles generally require that recognized revenue, expenses, gains
and losses be included in net income. Certain changes in assets and liabilities,
such  as unrealized gains and losses on securities available for sale, represent
equity  changes  from economic events of the period other than transactions with
owners  and are not reported in the consolidated statements of operations but as
a  separate  component of the equity section of the consolidated balance sheets.
Such  items  are  considered components of other comprehensive income.  SFAS No.
130,  Reporting  Comprehensive  Income,  requires  the  presentation  in  the
consolidated  financial  statements  of  net  income  and  all  items  of  other
comprehensive  income  as  total  comprehensive  income.

NET LOSS PER SHARE

Net  loss  per  common  share are based on the weighted average number of common
shares  outstanding  during  the period.  The effects of potential common shares
outstanding  are included in diluted earnings (loss) per share.  No common stock
equivalents  were  considered  in  2005  or 2004 as the effects of such would be
antidilutive  to  the  loss  per  share  calculation.

STOCK COMPENSATION PLANS

SFAS  No.  123, Accounting for Stock-Based Compensation, encourages all entities
to adopt a fair value based method of accounting for employee stock compensation
plans,  whereby  compensation  cost  is  measured at the grant date based on the
value  of  the award and is recognized over the service period, which is usually
the  vesting  period.  However,  it also allows an entity to continue to measure
compensation  cost  for  those  plans  using the intrinsic value based method of
accounting  prescribed by Accounting Principles Board Opinion No. 25, Accounting
for Stock Issued to Employees, (APB 25) whereby compensation cost is the excess,
if  any,  of  the  quoted  market price of the stock at the grant date (or other
measurement  date)  over  the  amount an employee must pay to acquire the stock.
Under ABP 25, stock options issued under the Company's stock option plan have no
intrinsic  value  at  the  grant  date  and,  as  such,  no compensation cost is
recognized.  The  Company has elected to apply the accounting methodology in APB
25.  The  Company's stock options and warrants had an additional proforma effect
of  $228,174  to  the $1,071,631 net loss incurred during 2005 and an additional
proforma  effect  of  $225,593  to the $2,889,541 net loss incurred during 2004.


                                      -12-
<PAGE>
(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

STATEMENTS OF CASH FLOWS

For  reporting  cash  flows,  cash  and  cash  equivalents include cash on hand,
noninterest-bearing  amounts  due from banks and federal funds sold.  Cash flows
from  demand deposits, NOW accounts, savings accounts, loans and certificates of
deposit  are  reported  net.

Supplementary  cash  flow  information:

<TABLE>
<CAPTION>
                                                   2005         2004
                                                -----------  -----------
<S>                                             <C>          <C>
  Cash Paid During the Year for Interest,
    Net of Capitalized Interest of $0
    and $51,162 in 2005 and 2004, Respectively  $1,042,743   $1,204,717
                                                ===========  ===========

  Cash Paid for Income Taxes                    $        -   $   15,000
                                                ===========  ===========

Noncash Investing and Financing Activities:

  Transfer of Loans to Other Real Estate        $  936,900   $2,425,179
                                                ===========  ===========

  Change in Unrealized Loss
    on Securities Available for Sale            $ (148,574)  $  (20,778)
                                                ===========  ===========
</TABLE>


                                      -13-
<PAGE>
(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

CHANGES IN ACCOUNTING PRINCIPLES AND EFFECTS OF NEW ACCOUNTING PRONOUNCEMENTS

In  December  2004,  the  FASB  issued Statement No. 123 (revised 2004) (FAS 123
(R)),  Share-Based  Payments.  FAS  123  (R)  requires all entities to recognize
compensation  expense  in  an  amount  equal  to  the  fair value of share-based
payments  such  as  stock options granted to employees. The Company may elect to
adopt  FAS 123 (R) using a modified prospective method or modified retrospective
method.  Under  the  modified  retrospective  method,  the Company would restate
previously  issued  financial  statements, basing the expense on that previously
reported  in  their  pro  forma  disclosures  required  by FAS 123. The modified
prospective  method would require the Company to record compensation expense for
the unvested portion of previously granted awards that remain outstanding at the
date  of adoption as these awards continue to vest. FAS 123 (R) is effective for
the  first  fiscal year beginning after June 15, 2005. Management has elected to
use  the  modified  prospective  method  and has completed its evaluation of the
effect  that  FAS  123  (R)  will  have  and  believes  that  the  effect of its
implementation  will  be  consistent  with the proforma disclosures noted above.

On June 7, 2005, the FASB issued Statement No. 154 (FAS 154), Accounting Changes
and  Error  Corrections  -  a  replacement  of Accounting Principles Board (APB)
Opinion No. 20, Accounting Changes, and SFAS No. 3, Reporting Accounting Changes
in  Interim  Financial  Statements.  Under  the provisions of FAS 154, voluntary
changes  in  accounting principles are applied retrospectively to prior periods'
financial statements unless it would be impractical to do so. FAS 154 supersedes
APB  Opinion  No.  20,  which required that most voluntary changes in accounting
principles  be  recognized  by  including in the current period's net income the
cumulative  effect  of  the  change.  FAS  154  also makes a distinction between
"retrospective  application"  of  a  change  in  accounting  principle  and  the
"restatement" of financial statements to reflect the correction of an error. The
provisions  of FAS 154 are effective for accounting changes made in fiscal years
beginning after December 15, 2005. Management of the Company does not expect the
adoption of this standard to have a material impact on its financial position or
results  of  operations.

In  March  2004,  the  Financial  Accounting Standards Board (FASB) and Emerging
Issues  Task Force (EITF) reached consensus on several issues being addressed in
EITF  Issue  No.  03-1,  The  Meaning of Other-Than-Temporary Impairment and Its
Application  to  Certain  Investments.  The  consensus  provides  guidance  for
evaluating  whether  an  investment  is  other than temporarily impaired and was
effective  for  other  than  temporary  impairment evaluations made in reporting
periods  beginning  after  June 15, 2004. The disclosure provisions of EITF 03-1
continue to be effective for the Company's consolidated financial statements for
the  year  ended  December  31,  2005.

On  November  3,  2005, the FASB issued FASB Staff Position (FSP) Nos. FAS 115-1
and  FAS  124-1,  The  Meaning  of  Other-Than-Temporary  Impairment  and  Its
Application  to  Certain Investments. This FSP addresses the determination as to
when an investment is considered impaired, whether that impairment is other than
temporary,  and  the  measurement  of an impairment loss. This FSP also includes
accounting  considerations  subsequent  to  the  recognition  of  an  other than
temporary  impairment  and  requires certain disclosures about unrealized losses
that  have  not  been  recognized  as other than temporary impairments. This FSP
nullifies certain requirements of EITF Issue 03-1, and supersedes EITF Topic No.
D-44,  Recognition of Other-Than-Temporary Impairment upon the Planned Sale of a
Security  Whose  Cost  Exceeds  Fair Value. The guidance in this FSP amends FASB
Statement  No.  115,  Accounting  for  Certain  Investments  in  Debt and Equity
Securities.  The FSP is effective for reporting periods beginning after December
15,  2005.  The Company does not anticipate any material impact to its financial
condition or results of operations as a result of the adoption of this guidance.


                                      -14-
<PAGE>
(2)  INVESTMENT SECURITIES AVAILABLE FOR SALE

At  December  31, 2005 and 2004, the amortized cost and fair value of investment
securities  available  for  sale  are  summarized  as  follows:

<TABLE>
<CAPTION>
                                           GROSS        GROSS
                            AMORTIZED   UNREALIZED    UNREALIZED      FAIR
           2005                COST        GAINS        LOSSES       VALUE
                            ----------  -----------  ------------  ----------
<S>                         <C>         <C>          <C>           <C>
U.S. Government Agencies    $3,990,249  $         -  $   (70,899)  $3,919,350
Mortgage Backed Securities   4,608,009            -     (102,373)   4,505,636
                            ----------  -----------  ------------  ----------

                            $8,598,258  $         -  $  (173,272)  $8,424,986
                            ==========  ===========  ============  ==========

           2004

U.S. Government Agencies    $1,498,951  $         -  $   (14,101)  $1,484,850
Mortgage Backed Securities   3,887,199        2,007      (25,328)   3,863,878
                            ----------  -----------  ------------  ----------

                            $5,386,150  $     2,007  $   (39,429)  $5,348,728
                            ==========  ===========  ============  ==========
</TABLE>


The  following  outlines  the  unrealized  losses  and  fair value by investment
category and length of time that individual securities have been in a continuous
unrealized  loss  position  at  December  31,  2005  and  2004:

<TABLE>
<CAPTION>
                    LESS THAN 12 MONTHS      12 MONTHS OR GREATER             TOTAL
                 ------------------------  ------------------------  ------------------------
                                GROSS                     GROSS                     GROSS
                    FAIR      UNREALIZED      FAIR      UNREALIZED      FAIR      UNREALIZED
      2005         VALUE        LOSSES       VALUE        LOSSES       VALUE        LOSSES
                 ----------  ------------  ----------  ------------  ----------  ------------
<S>              <C>         <C>           <C>         <C>           <C>         <C>
U.S. Government
  Agencies       $2,461,950  $   (28,887)  $1,457,400  $   (42,012)  $3,919,350  $   (70,899)
Mortgage Backed
  Securities      2,655,604      (66,639)   1,850,032      (35,734)   4,505,636     (102,373)
                 ----------  ------------  ----------  ------------  ----------  ------------

                 $5,117,554  $   (95,526)  $3,307,432  $   (77,746)  $8,424,986  $  (173,272)
                 ==========  ============  ==========  ============  ==========  ============

      2004

U.S. Government
  Agencies       $1,484,850  $   (14,101)  $        -  $         -   $1,484,850  $   (14,101)
Mortgage Backed
  Securities      2,702,736      (25,328)           -            -    2,702,736      (25,328)
                 ----------  ------------  ----------  ------------  ----------  ------------

                 $4,187,586  $   (39,429)  $        -  $         -   $4,187,586  $   (39,429)
                 ==========  ============  ==========  ============  ==========  ============
</TABLE>


                                      -15-
<PAGE>
(2)  INVESTMENT SECURITIES AVAILABLE FOR SALE (CONTINUED)

At  December  31,  2005,  unrealized  losses on the debt securities arose due to
changing interest rates and market conditions and are considered to be temporary
because of acceptable investment grades where the repayment sources of principal
and  interest  are  backed  by  the  U.S.  Government  and  Government sponsored
corporations.  At  December  31,  2005,  all  fifteen  securities issued by U.S.
Government  agencies  and  Government sponsored corporations, including mortgage
backed  securities,  contained  unrealized  losses.

The  amortized  cost and estimated fair value of investment securities available
for  sale  at  December  31,  2005,  by  contractual  maturity, are shown below.
Expected  maturities  will  differ from contractual maturities because borrowers
have  the right to call or prepay obligations with or without call or prepayment
penalties.

<TABLE>
<CAPTION>
                            AMORTIZED    ESTIMATED
                               COST     FAIR VALUE
                            ----------  -----------
<S>                         <C>         <C>
U.S. Government Agencies
  1 to 5 Years              $2,495,353  $ 2,439,800
  5 to 10 Years              1,494,896    1,479,550
Mortgage Backed Securities   4,608,009    4,505,636
                            ----------  -----------

                            $8,598,258  $ 8,424,986
                            ==========  ===========
</TABLE>


At  December  31, 2004 and 2005, there were no securities required to be pledged
to  secure  public  deposits.


(3)  LOANS

The composition of loans as of December 31 are:

<TABLE>
<CAPTION>
                                           2005         2004
                                        -----------  -----------
<S>                                     <C>          <C>
Commercial, Financial and Agricultural  $ 4,420,005  $ 7,043,577
Real Estate-Mortgage                     15,346,462   15,821,976
Real Estate-Construction                  1,479,165    1,782,584
Consumer                                  4,269,553    7,643,674
                                        -----------  -----------

                                        $25,515,185  $32,291,811
                                        ===========  ===========
</TABLE>

The  Bank  grants loans and extensions of credit to individuals and a variety of
businesses  and corporations located primarily in its general trade area of Hall
County,  Georgia.  Although  the  Bank  has  a  diversified  loan  portfolio,  a
substantial  portion  of  the  loan  portfolio is collateralized by improved and
unimproved  real  estate  and  is  dependent  upon  the  real  estate  market.


                                      -16-
<PAGE>
(4)  ALLOWANCE FOR LOAN LOSSES

Transactions in the allowance for loan losses are summarized for the years ended
December  31  as  follows:

<TABLE>
<CAPTION>
                                              2005         2004
                                           ----------  ------------
<S>                                        <C>         <C>
BALANCE, BEGINNING                         $ 989,852   $   565,962
  Provision Charged to Operating Expenses    225,000     2,274,748
  Loans Charged Off                         (777,586)   (2,048,216)
  Loan Recoveries                            348,060       197,358
                                           ----------  ------------

BALANCE, ENDING                            $ 785,326   $   989,852
                                           ==========  ============
</TABLE>


At  December  31,  2005  and  2004,  the  total  recorded investment in loans on
nonaccrual  status  approximated  $778,000  and  $1,730,000,  respectively.  The
recorded  investment  in  loans  past  due  90  days  or more and still accruing
interest  approximated  $80,000  and  $0  as  of  December  31,  2005  and 2004,
respectively.  Interest income that would have been recognized on the nonaccrual
loans  totaled  $46,533  and  $109,830  in 2005 and 2004, respectively. Impaired
loans  approximated  $83,000  and  $656,000  as  of  December 31, 2005 and 2004,
respectively.  The  allowance  for  loan  loss  included a specific allowance of
$8,336 and $0 for impaired loans as of December 31, 2005 and 2004, respectively.
The  average  investment  in  impaired  loans  during 2005 and 2004 approximated
$569,000  and  $1,938,000,  respectively. Interest income recognized on impaired
loans  approximated $33,300 and $21,900 in 2005 and 2004, respectively. Interest
income  recognized  on  impaired  loans  on  a  cash  basis  in  2005  and  2004
approximated  $0 and $35,100, respectively. No additional funds are committed to
be  advanced  in  connection  with  impaired  loans.


(5)  PREMISES AND EQUIPMENT

Premises  and  equipment  are  comprised  of  the  following  as of December 31:

<TABLE>
<CAPTION>
                               2005         2004
                            -----------  -----------
<S>                         <C>          <C>
Land and Land Improvements  $  409,442   $  402,006
Building                     1,668,560    1,655,022
Furniture and Equipment        650,022      636,009
Bank Vehicles                    6,795        6,795
Construction in Process              -        1,016
                            -----------  -----------

                             2,734,819    2,700,848

Accumulated Depreciation      (418,944)    (236,080)
                            -----------  -----------

                            $2,315,875   $2,464,768
                            ===========  ===========
</TABLE>

Depreciation  charged  to  operations totaled $182,865 and $139,505 for 2005 and
2004,  respectively.

Capitalized  interest  included in premises and equipment totaled $0 and $51,162
in  2005  and  2004,  respectively.


                                      -17-
<PAGE>
(6)  DEPOSITS

The aggregate amount of overdrawn deposit accounts reclassified as loan balances
totaled  $4,138  and  $31,301  as  of  December 31, 2005 and 2004, respectively.

Components  of  interest-bearing  deposits  as  of  December  31 are as follows:

<TABLE>
<CAPTION>
                            2005         2004
                         -----------  -----------
<S>                      <C>          <C>
Interest-Bearing Demand  $   937,520  $   734,977
Savings                    2,039,604    4,205,161
Time, $100,000 and Over    6,430,499   10,423,923
Other Time                22,019,866   26,037,570
                         -----------  -----------

                         $31,427,489  $41,401,631
                         ===========  ===========
</TABLE>



The  aggregate  amount  of short-term jumbo certificates of deposit, each with a
minimum denomination of $100,000, was approximately $5,143,000 and $8,340,000 as
of  December  31,  2005  and  2004,  respectively.

As of December 31, 2005, the scheduled maturities of certificates of deposit are
as  follows:

<TABLE>
<CAPTION>
          YEAR                AMOUNT
      ------------          -----------
<S>                         <C>

          2006              $20,969,845
          2007                4,524,408
          2008                1,399,199
          2009                  124,726
          2010                1,432,187
                            -----------

                            $28,450,365
                            ===========
</TABLE>


(7)  INCOME TAXES

The components of the income tax expense for the years ended December 31 are as
follows:

<TABLE>
<CAPTION>
                                  2005        2004
                               ----------  -----------
<S>                            <C>         <C>
Deferred Expense               $ 374,554   $1,353,590
Change in Valuation Allowance   (374,554)    (688,833)
                               ----------  -----------

                               $       -   $  664,757
                               ==========  ===========
</TABLE>


                                      -18-
<PAGE>
(7)  INCOME TAXES (CONTINUED)

The  difference  between  income tax expense and the amount computed by applying
the  statutory  federal  income tax rate to the earnings before income taxes for
the  year  ended  December  31,  2005  relates  primarily  to  the change in the
valuation  allowance.

The  following  summarizes  the  components  of  deferred  taxes at December 31:

<TABLE>
<CAPTION>
                                            2005          2004
                                        ------------  ------------
<S>                                     <C>           <C>
DEFERRED INCOME TAX ASSETS
  Allowance for Loan Losses             $   166,027   $   226,043
  Pre-opening Expenses                       71,509       107,263
  Premises and Equipment                          -         3,902
  Operating Loss Carryforwards            1,483,876       972,469
  Net Unrealized Losses on Investments
    Securities Available for Sale                 -        12,723
  Other                                       1,015        28,913
                                        ------------  ------------

                                          1,722,427     1,351,313
DEFERRED TAX LIABILITIES
  Premises and Equipment                      9,283             -
                                        ------------  ------------

                                          1,713,144     1,351,313
Less Valuation Allowance                 (1,713,144)   (1,338,590)
                                        ------------  ------------

NET DEFERRED TAX ASSET                  $         -   $    12,723
                                        ============  ============
</TABLE>


The  future  tax consequences of the differences between the financial reporting
and tax bases of the Company's assets and liabilities resulted in a net deferred
tax asset. The ultimate realization of deferred tax assets is dependent upon the
generation  of future taxable income during the periods in which those temporary
differences  become  deductible.

At  December  31,  2005,  the  Company  had federal and state net operating loss
carryforwards  for  tax  purposes of approximately $4,364,000, which will expire
beginning  in  2018  if  not  previously  utilized.


(8)  BORROWINGS

The  Bank  had  lines of credit available at December 31, 2005 and 2004 totaling
$2,900,000  and  $3,900,000,  respectively,  with  its correspondent banks which
represent available credit for overnight borrowings from financial institutions.
No  balances  were  outstanding  as  of  December  31,  2005  and  2004.


                                      -19-
<PAGE>
(9)  COMMITMENTS

The  Bank is a party to financial instruments with off-balance sheet risk in the
normal  course  of business to meet the financing needs of its customers.  These
financial  instruments  include commitments to extend credit and standby letters
of  credit.  Those  instruments  involve, to varying degrees, elements of credit
risk  in excess of the amount recognized on the consolidated balance sheets. The
contractual  amounts  of those instruments reflect the extent of involvement the
Bank  has  in  particular  classes  of  financial  instruments.

The  Bank's  exposure to credit loss in the event of nonperformance by the other
party  to  the financial instrument for commitments to extend credit and standby
letters of credit is represented by the contractual amount of those instruments.
The  Bank  uses  the  same credit policies in making commitments and conditional
obligations as it does for on-balance sheet instruments. In most cases, the Bank
requires  collateral  to  support  financial  instruments  with  credit  risk.

The  following  summarizes  commitments  as  of  December  31:

<TABLE>
<CAPTION>
                                           APPROXIMATE
                                         CONTRACT  AMOUNT
                                      ----------------------
                                         2005        2004
                                      ----------  ----------
<S>                                   <C>         <C>
Financial Instruments Whose Contract
  Amounts Represent Credit Risk
    Commitments to Extend Credit      $2,699,000  $1,314,000
    Standby Letters of Credit            294,000     130,000
</TABLE>

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. Commitments
generally  have  fixed  expiration  dates  or  other termination clauses and may
require payment of a fee. Since many of the commitments may expire without being
drawn  upon,  the  total  commitment amounts do not necessarily represent future
cash  requirements.  The  Bank  evaluates  each customer's creditworthiness on a
case-by-case  basis.  The  amount of collateral obtained, if deemed necessary by
the  Bank,  upon extension of credit is based on management's credit evaluation.
Collateral  held  varies  but  may  include unimproved and improved real estate,
certificates  of  deposit  or  personal  property.

Standby  letters  of  credit  are  conditional commitments issued by the Bank to
guarantee  the  performance  of  a  customer  to  a third party. The credit risk
involved  in  issuing letters of credit is essentially the same as that involved
in  extending  loan  facilities  to  customers.


                                      -20-
<PAGE>
(10)  STOCKHOLDERS' EQUITY

Shares  of preferred stock may be issued from time to time in one or more series
as  established  by resolution of the board of directors of the Company, up to a
maximum  of  10,000,000  shares.  Each  resolution  shall  include the number of
shares  issued, preferences, special rights and limitations as determined by the
board.

Dividends  paid  by  the  Bank  are the primary source of funds available to the
Company.  Banking  regulations  limit  the  amount of dividends that may be paid
without  prior  approval  of the regulatory authorities.  These restrictions are
based  on  the  level  of  regulatory  classified  assets,  the prior years' net
earnings and the ratio of equity capital to total assets.  The Bank is currently
not  allowed  to  pay  dividends  to  the  Company until it becomes cumulatively
profitable.


(11)  RELATED  PARTY  TRANSACTIONS

It  is  the  Bank's  policy  to  make loans to directors and officers, including
companies  in  which  they  have  a beneficial interest, in the normal course of
business.  It  is also the Bank's policy to comply with federal regulations that
require that loan and deposit transactions with directors and executive officers
be made on substantially the same terms as those prevailing at the time made for
comparable  loans  and  deposits  to  other  persons.

The  following  summary  reflects  activities  for  related  party  loans:

<TABLE>
<CAPTION>
                           2005        2004
                        ----------  ----------
<S>                     <C>         <C>
BALANCE, BEGINNING      $ 872,614   $ 195,460
  New Loans               113,153     803,580
  Principal Repayments   (438,323)   (126,426)
                        ----------  ----------

BALANCE, ENDING         $ 547,444   $ 872,614
                        ==========  ==========
</TABLE>



As  of  December 31, 2005 and 2004, deposit accounts for related parties totaled
approximately  $634,000  and  $232,000,  respectively.


(12)  EMPLOYEE AND DIRECTOR BENEFIT PLANS

STOCK OPTION PLAN AND WARRANTS

Organizers  of the Company were entitled to receive, in aggregate, 199,736 stock
warrants.  Each  warrant  entitled its holder to purchase an additional share of
the  Company's  common  stock  for  $10.  The  warrants vested over a three-year
period  from the date of grant, March 25, 2002, and became fully vested in 2005.
During  2004,  6,667  warrants  became exercisable only upon a change in control
occurring  after  March  25,  2007.  During 2005, 39,676 warrants were exercised
with  the remaining 153,393 warrants eligible to be exercised as of December 31,
2005.  Expiration  of  the warrants occurs on the tenth anniversary of the grant
date.

                                      -21-
<PAGE>
(12)  EMPLOYEE AND DIRECTOR BENEFIT PLANS (CONTINUED)

STOCK OPTION PLAN AND WARRANTS (CONTINUED)

During  2003,  the  stockholders  approved a stock option plan (the Option Plan)
whereby  the  Company may grant options to acquire shares of common stock of the
Company  at  the then fair value. A total of 125,000 shares of common stock were
reserved  for possible issuance under this plan. Vesting periods are established
by  the  board  at  the date of grant and expire on the tenth anniversary of the
grant date.  All options granted to directors in the Company's stock option plan
became fully vested as of June 30, 2005.  On April 21, 2005, the Company's board
of  directors voted to accelerate the vesting of these options in recognition of
directors who exercised one-third of their existing options at March 31, 2005 to
help  the  Company meet the minimum capital requirements of the Formal Agreement
with  the  OCC.

On  September  20,  2005,  the  board  of  directors  approved  the  granting of
nonqualified  stock  options  to a consultant of the Company.  The options allow
the  consultant  the right to purchase 100,000 shares at an exercise price of $5
per  share.  The  options  have  a  maximum  term of ten years and vest in equal
one-third  annual  increments  commencing  on  September 20, 2005.  As a result,
one-third  of  the options (representing 33,333 shares) are currently vested and
exercisable,  with  the next third (33,333 shares) vesting on September 20, 2006
and  the  final  third  (33,334  shares)  vesting  on  September  20,  2007.

A summary of activity related to the stock options, for the years ended December
31,  2005  and  2004  is  presented  below:

<TABLE>
<CAPTION>
                                                      WEIGHTED AVERAGE
                                             SHARES    EXERCISE PRICE
                                             -------  -----------------
<S>                                          <C>      <C>
Outstanding, December 31, 2003                81,000  $           10.00

  Granted                                     27,500              10.00
  Forfeited                                   20,000              10.00

Outstanding, December 31, 2004                88,500              10.00

  Granted                                    133,000               5.00
  Exercised                                    9,999              10.00
  Forfeited                                   58,500              10.00
                                             -------  -----------------

Outstanding, December 31, 2005               153,001  $            5.65
                                             =======  =================

Eligible to be Exercised, December 31, 2005   53,334  $            6.88
                                             =======  =================
</TABLE>

Information  pertaining  to  options  outstanding  at  December  31,  2005 is as
follows:

<TABLE>
<CAPTION>
                    NUMBER          WEIGHTED AVERAGE         NUMBER
EXERCISE PRICES   OUTSTANDING  REMAINING CONTRACTUAL LIFE  EXERCISABLE
----------------  -----------  --------------------------  -----------
<S>               <C>          <C>                         <C>

      $10              20,001                   7.5 Years       20,001
        5             133,000                   9.8 Years       33,333
                  -----------  --------------------------  -----------

                      153,001                   9.5 Years       53,334
                  ===========  ==========================  ===========
</TABLE>


                                      -22-
<PAGE>
(12) EMPLOYEE AND DIRECTOR BENEFIT PLANS (CONTINUED)

STOCK OPTION PLAN AND WARRANTS (CONTINUED)

The  weighted  average  fair values of options granted during 2005 and 2004 were
$.72  and $3.43, respectively.  The fair value of each option grant is estimated
on  the  date  of  the  grant  using  the  Minimum  Value pricing model with the
following  weighted  average  assumptions  used:

<TABLE>
<CAPTION>
                          2005   2004
                          -----  -----
<S>                       <C>    <C>
Dividend Yield            0.00%  0.00%
Risk Free Interest Rate   4.25%  4.25%
Expected Life (in Years)    10     10
</TABLE>


(13) FAIR VALUE OF FINANCIAL INSTRUMENTS

SFAS  No.  107,  Disclosures about Fair Value of Financial Instruments, requires
disclosure of fair value information about financial instruments, whether or not
recognized  on  the  face  of  the balance sheet, for which it is practicable to
estimate  that  value.  The assumptions used in the estimation of the fair value
of NBOG Bancorporation's financial instruments are detailed below.  Where quoted
prices  are  not  available, fair values are based on estimates using discounted
cash flows and other valuation techniques.  The use of discounted cash flows can
be  significantly  affected by the assumptions used, including the discount rate
and  estimates  of  future  cash flows.  The following disclosures should not be
considered  a  surrogate  of  the  liquidation  value  of the Bank, but rather a
good-faith  estimate  of  the  increase  or  decrease  in  value  of  financial
instruments  held  by  the  Bank  since  purchase,  origination  or  issuance.

CASH  AND  SHORT-TERM  INVESTMENTS  - For cash, due from banks and federal funds
sold,  the  carrying  amount  is  a  reasonable  estimate  of  fair  value.

INVESTMENT SECURITIES AVAILABLE FOR SALE - Fair values for investment securities
are  based  on  quoted  market  prices.

OTHER  INVESTMENTS  -  The fair value of other investments approximates carrying
value.

LOANS  -  The  fair  value  of  fixed rate loans is estimated by discounting the
future  cash  flows using the current rates at which similar loans would be made
to borrowers with similar credit ratings.  For variable rate loans, the carrying
amount  is  a  reasonable  estimate  of  fair  value.

DEPOSIT  LIABILITIES  -  The fair value of demand deposits, savings accounts and
certain  money  market deposits is the amount payable on demand at the reporting
date.  The  fair value of fixed maturity certificates of deposit is estimated by
discounting the future cash flows using the rates currently offered for deposits
of  similar  remaining  maturities.

STANDBY LETTERS OF CREDIT AND UNFULFILLED LOAN COMMITMENTS - Because these items
are  made  using  variable rates, the contract value is a reasonable estimate of
fair  value.


                                      -23-
<PAGE>
(13) FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

The  carrying  amount  and  estimated  fair  values  of  the  Bank's  financial
instruments  as  of  December  31  are  presented  hereafter:
(in  Thousands)

<TABLE>
<CAPTION>
                                                    2005                    2004
                                            ----------------------  ----------------------
                                            CARRYING    ESTIMATED   Carrying    Estimated
                                             AMOUNT    FAIR VALUE    Amount    Fair Value
                                            ---------  -----------  ---------  -----------
<S>                                         <C>        <C>          <C>        <C>
ASSETS
  Cash and Short-Term Investments           $     775  $       775  $   6,427  $     6,427
  Investment Securities Available for Sale      8,425        8,425      5,349        5,349
  Other Investments                               270          270        235          235
  Loans                                        25,515       25,521     32,292       33,040

LIABILITIES
  Deposits                                     33,942       33,828     43,727       43,390

UNRECOGNIZED FINANCIAL INSTRUMENTS
  Standby Letters of Credit                         -          294          -          130
  Unfulfilled Loan Commitments                      -        2,699          -        1,314
</TABLE>

Fair  value  estimates  are  made at a specific point in time, based on relevant
market  information  and  information  about  the  financial  instrument.  These
estimates do not reflect any premium or discount that could result from offering
for  sale  at one time the entire holdings of a particular financial instrument.
Because  no  market  exists  for  a  significant portion of the Bank's financial
instruments,  fair value estimates are based on many judgments.  These estimates
are  subjective  in  nature and involve uncertainties and matters of significant
judgment  and  therefore  cannot  be  determined  with  precision.  Changes  in
assumptions  could  significantly  affect  the  estimates.

Fair  value  estimates are based on existing on- and off-balance sheet financial
instruments  without  attempting  to  estimate  the  value of anticipated future
business  and  the  value  of  assets  and  liabilities  that are not considered
financial  instruments.  Significant  assets  and  liabilities  that  are  not
considered  financial instruments include the deferred income taxes and premises
and equipment.  In addition, the tax ramifications related to the realization of
the  unrealized  gains  and  losses  can have a significant effect on fair value
estimates  and  have  not  been  considered  in  the  estimates.


                                      -24-
<PAGE>
(14) REGULATORY MATTERS

In August 2004, as a result of a regulatory examination conducted in April 2004,
the  Bank entered into a formal agreement with its primary regulator with regard
to,  among  other things, achievement of agreed-upon capital levels, obtaining a
permanent President and Senior Lender, obtaining current and satisfactory credit
information on all loans over $25,000, and eliminating the basis of criticism of
assets  criticized.  A  regulatory  examination  conducted  in  November  2005
determined  that  the  Bank  was  not in compliance with certain elements of the
formal  agreement,  namely the appointment of a President and Senior Lender, the
development  of  a  three-year  capital  plan,  current  and satisfactory credit
information  on  all  loans,  eliminating  the  basis  of  criticized assets and
development of a strategic plan.  In January 2006, the board of directors passed
a  resolution to identify, and enter into an agreement with, a strategic partner
who would either purchase the entire Bank or a significant interest in the Bank.
As  a  result, the Bank's primary regulator agreed to a 90-day waiver of certain
commitments  contained  in  the  formal  agreement,  namely the appointment of a
President  and  Senior Lender, the development of a three-year capital plan, and
development  of  a  strategic  plan.  While not meeting these requirements could
expose  the  Bank  to  further  regulatory  actions,  and  these matters raise a
substantial  doubt  about the Bank's ability to continue as a going concern, the
Bank  is  currently  engaged  in  discussions  with  a  potential  purchaser.

The  Company and the Bank are subject to various regulatory capital requirements
administered  by  the federal banking agencies.  Failure to meet minimum capital
requirements  can  initiate  certain  mandatory  and  possibly  additional
discretionary  actions  by  regulators  that, if undertaken, could have a direct
material  effect  on  the  consolidated  financial  statements.  Under  certain
adequacy  guidelines  and the regulatory framework for prompt corrective action,
specific  capital  guidelines  that involve quantitative measures of the assets,
liabilities  and certain off-balance sheet items, as calculated under regulatory
accounting  practices,  must  be met. The capital amounts and classification are
also  subject  to qualitative judgments by the regulators about components, risk
weightings  and  other  factors.

Quantitative  measures  established  by  regulation  to  ensure capital adequacy
require  the  Company  and  the Bank to maintain minimum amounts and ratios (set
forth  in  the  following  table)  of  Total and Tier 1 Capital to risk-weighted
assets  and  of  Tier  1  Capital  to  average  assets.

On  August 19, 2004, the board of directors entered into a formal agreement with
the  Office  of the Comptroller of the Currency (OCC), which outlines actions to
be  taken  by  the  Bank  to  address concerns by the OCC.  One provision of the
agreement  calls  for  the  Bank  to  maintain a total capital (to risk-weighted
assets)  ratio  of  14 percent and Tier 1 Capital (to average assets) ratio of 9
percent  as  of  December  31,  2005.

As  of  December 31, 2005, the most recent notification from the Federal Deposit
Insurance  Corporation  categorized  the  Bank  as  well  capitalized  under the
regulatory  framework  for  prompt  corrective action. To be categorized as well
capitalized,  the Bank must maintain minimum total risk-based, Tier 1 risk-based
and  Tier  1  leverage ratios as set forth in the table.  Additionally, under an
agreement  with  the  Office  of  the  Comptroller  of the Currency, the Bank is
required  to  maintain a Tier 1 Capital to average asset ratio of no less than 8
percent for the first three years of operations.  The actual capital amounts and
ratios  for the Bank are also presented in the table. Disclosures related to the
Company  have  been  excluded  as  they  did  not significantly deviate from the
disclosure  herein.


                                      -25-
<PAGE>
(14) REGULATORY MATTERS (CONTINUED)
(In Thousands)

<TABLE>
<CAPTION>
                                                                              TO BE WELL
                                                                          CAPITALIZED UNDER
                                                      FOR CAPITAL         PROMPT CORRECTIVE
                                ACTUAL             ADEQUACY PURPOSES      ACTION PROVISIONS
                        ----------------------  ----------------------  ----------------------
                          AMOUNT      RATIO       AMOUNT      RATIO       AMOUNT      RATIO
                        ----------  ----------  ----------  ----------  ----------  ----------
<S>                     <C>         <C>         <C>         <C>         <C>         <C>
DECEMBER 31, 2005

Total Capital to
  Risk-Weighted Assets       4,104       14.51       2,263        8.00       2,829       10.00
Tier I Capital to
  Risk-Weighted Assets       3,745       13.24       1,132        4.00       1,698        6.00
Tier I Capital to
  Average Assets             3,745        9.18       1,632        4.00       2,039        5.00

December 31, 2004

Total Capital to
  Risk-Weighted Assets       4,362       12.60       2,768        8.00       3,460       10.00
Tier I Capital to
  Risk-Weighted Assets       3,923       11.30       1,384        4.00       2,076        6.00
Tier I Capital to
  Average Assets             3,923        7.80       2,015        4.00       2,518        5.00
</TABLE>


(15) OTHER OPERATING EXPENSES

Components  of  other  operating  expenses  which  are greater than 1 percent of
interest  income  and other operating income for the years ended December 31 are
as  follows:

<TABLE>
<CAPTION>
                                       2005      2004
                                     --------  --------
<S>                                  <C>       <C>
Data Processing Fees                 $117,366  $111,854
Advertising and Marketing              94,500    98,080
Insurance and Assessments             178,981    71,426
Office Supplies                        23,424    43,847
Telephone                              30,657    31,606
Other Loan Related and Repossession   268,079   264,333
Other Miscellaneous                    50,023    89,276
</TABLE>


                                      -26-
<PAGE>
(16) FINANCIAL INFORMATION OF NBOG BANCORPORATION, INC. (PARENT ONLY)

<TABLE>
<CAPTION>
                    NBOG BANCORPORATION, INC. (PARENT ONLY)
                                 BALANCE SHEETS
                                  DECEMBER 31

                              ASSETS

                                               2005        2004
                                            ----------  ----------
<S>                                         <C>         <C>
Cash and Interest-Bearing Deposits          $   26,400  $   36,620
Investment in Subsidiary                     3,631,270   3,897,845
Other Assets                                   116,212       8,555
                                            ----------  ----------

TOTAL ASSETS                                $3,773,882  $3,943,020
                                            ==========  ==========

               LIABILITIES AND STOCKHOLDERS' EQUITY

OTHER LIABILITIES                           $        -  $   25,000

STOCKHOLDERS' EQUITY                         3,773,882   3,918,020
                                            ----------  ----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $3,773,882  $3,943,020
                                            ==========  ==========
</TABLE>


                                      -27-
<PAGE>
(16) FINANCIAL INFORMATION OF NBOG BANCORPORATION, INC. (PARENT ONLY)

<TABLE>
<CAPTION>
                     NBOG BANCORPORATION, INC. (PARENT ONLY)
                            STATEMENTS OF OPERATIONS
                         FOR THE YEARS ENDED DECEMBER 31


                                                2005          2004
                                            ------------  ------------
<S>                                         <C>           <C>
INTEREST INCOME                             $     6,864   $       768

OTHER NONINTEREST INCOME                              2             -
                                            ------------  ------------

                                                  6,866           768

EXPENSES
  Other Operating                                34,543        82,615
                                            ------------  ------------

LOSS BEFORE EQUITY IN
  UNDISTRIBUTED LOSS OF SUBSIDIARY              (27,677)      (81,847)

EQUITY IN UNDISTRIBUTED LOSS OF SUBSIDIARY   (1,043,954)   (2,807,694)
                                            ------------  ------------

NET LOSS                                    $(1,071,631)  $(2,889,541)
                                            ============  ============

</TABLE>


                                      -28-
<PAGE>
(16) FINANCIAL INFORMATION OF NBOG BANCORPORATION, INC. (PARENT ONLY)

<TABLE>
<CAPTION>
                     NBOG BANCORPORATION, INC. (PARENT ONLY)
                            STATEMENTS OF CASH FLOWS
                         FOR THE YEARS ENDED DECEMBER 31


                                                        2005          2004
                                                    ------------  ------------
<S>                                                 <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Loss                                          $(1,071,631)  $(2,889,541)
  Adjustments to Reconcile
    Net Loss to Net
      Cash Used by Operating Activities
        Equity in Undistributed Loss of Subsidiary    1,043,954     2,807,694
        CHANGE IN
          Other Assets                                   23,272        (1,400)
          Other Liabilities                             (25,000)       25,000
                                                    ------------  ------------

                                                        (29,405)      (58,247)
                                                    ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES
  CAPITAL INFUSION IN SUBSIDIARY                       (867,040)     (519,410)
                                                    ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Exercise of Stock Options and Warrants                496,750             -
  Proceeds from Sale of Common Stock                    579,318       351,412
  Payments of Deferred Offering Costs                  (189,843)       (7,155)
                                                    ------------  ------------

                                                        886,225       344,257
                                                    ------------  ------------

NET DECREASE IN CASH                                    (10,220)     (233,400)

CASH AND INTEREST-BEARING DEPOSITS, BEGINNING            36,620       270,020
                                                    ------------  ------------

CASH AND INTEREST-BEARING DEPOSITS, ENDING          $    26,400   $    36,620
                                                    ============  ============
</TABLE>


                                      -29-