NBOG BANCORPORATION, INC. AND SUBSIDIARY
                              GAINESVILLE, GEORGIA


                     CONSOLIDATED FINANCIAL STATEMENTS AS OF
                         DECEMBER 31, 2006 AND 2005 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)
---------------------------------------

SIDNEY E. MIDDLEBROOKS, CPA, PC                    RICHARD A. WHITTEN, JR., CPA
RAY C. PEARSON, CPA                                ELIZABETH WARE HARDIN, CPA
J. RANDOLPH NICHOLS, CPA                           CAROLINE E. GRIFFIN, CPA
WILLIAM H. EPPS, JR., CPA                          RONNIE K. GILBERT, CPA
RAYMOND A. PIPPIN, JR., CPA                        RON C. DOUTHIT, 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 30, 2007

             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, 2006, and 2005 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, 2006 and 2005, 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  Company  will  continue as a going concern.  As discussed in Note 18 to the
consolidated  financial  statements, the Company has suffered significant losses
from  operations resulting in a decrease in regulatory capital below the minimum
required  by  the formal agreement with the Bank's federal regulator, the Office
of  the  Comptroller  of the Currency.  Losses are expected to continue in 2007.
These  capital  concerns  raise  substantial  doubt  about the Bank's ability to
continue  as  a going concern.  Management's plans with respect to these matters
are  also  described  in  Note  18.  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


                                                             2006          2005
                                                         ------------  ------------
<S>                                                      <C>           <C>
CASH AND CASH EQUIVALENTS
  Cash and Due from Banks                                $   496,476   $   680,381
  Federal Funds Sold                                         841,000        95,000
                                                         ------------  ------------

                                                           1,337,476       775,381
                                                         ------------  ------------

INVESTMENT SECURITIES AVAILABLE FOR SALE, AT FAIR VALUE    9,070,829     8,424,986
                                                         ------------  ------------

OTHER INVESTMENTS                                            321,320       270,120
                                                         ------------  ------------

LOANS                                                     20,363,719    25,515,185
  Allowance for Loan Losses                                 (445,629)     (785,326)
                                                         ------------  ------------

                                                          19,918,090    24,729,859
                                                         ------------  ------------

PREMISES AND EQUIPMENT                                     2,204,839     2,315,875
                                                         ------------  ------------

OTHER REAL ESTATE                                             96,500       839,000
                                                         ------------  ------------

OTHER ASSETS                                                 295,099       526,077
                                                         ------------  ------------


TOTAL ASSETS                                             $33,244,153   $37,881,298
                                                         ============  ============
</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

                                                                  2006          2005
                                                              ------------  ------------
<S>                                                           <C>           <C>
DEPOSITS
  Noninterest-Bearing                                         $ 1,644,701   $ 2,514,693
  Interest-Bearing                                             26,577,405    31,427,489
                                                              ------------  ------------

                                                               28,222,106    33,942,182
                                                              ------------  ------------

BORROWINGS                                                      2,000,000             -
                                                              ------------  ------------

OTHER LIABILITIES                                                 168,994       165,233
                                                              ------------  ------------

COMMITMENTS

STOCKHOLDERS' EQUITY
  Preferred Stock, No Par Value; 10,000,000 Shares
    Authorized; 35,000 Shares Issued and Outstanding in 2006      350,000             -
  Common Stock, No Par Value; 50,000,000 Shares
    Authorized; 993,560 Shares Issued
    and Outstanding in 2006 and 2005, Respectively              8,450,049     8,603,888
  Accumulated Deficit                                          (5,813,847)   (4,656,733)
  Accumulated Other Comprehensive Loss                           (133,149)     (173,272)
                                                              ------------  ------------

                                                                2,853,053     3,773,883
                                                              ------------  ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                    $33,244,153   $37,881,298
                                                              ============  ============
</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


                                                         2006          2005
                                                     ------------  ------------
<S>                                                  <C>           <C>
INTEREST INCOME
  Loans, Including Fees                              $ 2,067,949   $ 2,357,179
  Interest Bearing Deposits                                9,381         1,510
  Investments                                            364,461       260,486
  Federal Funds Sold                                      49,721        75,324
                                                     ------------  ------------

                                                       2,491,512     2,694,499
                                                     ------------  ------------

INTEREST EXPENSE
  Deposits                                             1,270,168     1,056,053
  Borrowings                                              76,162             -
  Other                                                    1,104            68
                                                     ------------  ------------

                                                       1,347,434     1,056,121
                                                     ------------  ------------

NET INTEREST INCOME                                    1,144,078     1,638,378

  Provision for Loan Losses                                    -       225,000
                                                     ------------  ------------

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES    1,144,078     1,413,378
                                                     ------------  ------------

NONINTEREST INCOME
  Service Charges on Deposits                             61,268        55,528
  Mortgage Origination and Processing Fees                10,125         6,094
  Other                                                   14,523        16,972
                                                     ------------  ------------

                                                          85,916        78,594
                                                     ------------  ------------

NONINTEREST EXPENSES
  Salaries and Employee Benefits                         942,572     1,109,408
  Occupancy and Equipment                                338,601       373,261
  Professional Fees                                      369,389       256,175
  Other                                                  736,546       824,759
                                                     ------------  ------------

                                                       2,387,108     2,563,603
                                                     ------------  ------------

LOSS BEFORE INCOME TAXES                              (1,157,114)   (1,071,631)

  Income Taxes                                                 -             -
                                                     ------------  ------------

NET LOSS                                             $(1,157,114)  $(1,071,631)
                                                     ============  ============

BASIC LOSS PER SHARE                                 $     (1.16)  $     (1.20)
                                                     ============  ============

WEIGHTED AVERAGE SHARES OUTSTANDING                  $   993,423       895,772
                                                     ============  ============
</TABLE>

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


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

                                                             2006          2005
                                                         ------------  ------------
<S>                                                      <C>           <C>
NET LOSS                                                 $(1,157,114)  $(1,071,631)
                                                         ------------  ------------

OTHER COMPREHENSIVE INCOME (LOSS)
  Gains (Losses) on Securities Arising During the Year        40,123      (148,574)
  Reclassification Adjustment                                      -             -
                                                         ------------  ------------

  Unrealized Gains (Losses) on Securities                     40,123      (148,574)
                                                         ------------  ------------

COMPREHENSIVE LOSS                                       $(1,116,991)  $(1,220,205)
                                                         ============  ============
</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, 2006 AND 2005

                                           PREFERRED STOCK       COMMON STOCK                       ACCUMULATED
                                         ------------------  --------------------   ACCUMULATED    COMPREHENSIVE
                                          SHARES    AMOUNT   SHARES     AMOUNT        DEFICIT      INCOME (LOSS)      TOTAL
                                         --------  --------  -------  -----------  -------------  ---------------  ------------
<S>                                      <C>       <C>       <C>      <C>          <C>            <C>              <C>
BALANCE, DECEMBER 31, 2004                      -  $      -  805,389  $7,527,820   $ (3,585,102)  $      (24,698)  $ 3,918,020

  Issuance of Common Stock                      -         -  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

  Issuance of Common Stock                      -         -    2,000       8,000              -                -         8,000
  Issuance of Preferred Stock              35,000   350,000        -           -              -                -       350,000
  Common Stock Issuance Costs                   -         -        -    (193,399)             -                -      (193,399)
  Stock Compensation Costs                      -         -        -      31,560              -                -        31,560
  Unrealized Gain on Securities
    Available for Sale                          -         -        -           -              -           40,123        40,123
  Net Loss                                      -         -        -           -     (1,157,114)               -    (1,157,114)
                                         --------  --------  -------  -----------  -------------  ---------------  ------------

BALANCE, DECEMBER 31, 2006                 35,000  $350,000  993,560  $8,450,049   $ (5,813,847)  $     (133,149)  $ 2,853,053
                                         ========  ========  =======  ===========  =============  ===============  ============
</TABLE>

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


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

                                                             2006          2005
                                                         ------------  ------------
<S>                                                      <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Loss                                               $(1,157,114)  $(1,071,631)
  Adjustments to Reconcile Net Loss to
    Net Cash Used by Operating Activities
      Provision for Loan Losses                                    -       225,000
      Provision for Losses on Other Real Estate              208,995             -
      Depreciation, Amortization and Accretion               186,546       214,859
      Loss on Sale of Other Real Estate                       13,127       144,979
      Loss on Sale of Bank Vehicle                             1,304             -
      Stock Compensation Expense                              31,560             -
      CHANGE IN
        Other Assets                                         (47,635)      (33,571)
        Other Liabilities                                      3,760      (201,406)
                                                         ------------  ------------

                                                            (759,457)     (721,770)
                                                         ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of Investment Securities Available for Sale   (1,911,269)   (4,501,436)
  Proceeds from Maturities, Calls and Paydowns of
    Investment Securities Available for Sale               1,299,937     1,271,586
  Purchases of Other Investments                             (90,000)      (66,120)
  Proceeds from the Sale of Other Investments                 38,800        30,850
  Net Change in Loans                                      4,240,269     5,440,200
  Proceeds from the Sale of Other Real Estate              1,170,873     1,827,974
  Proceeds from the Sale of Bank Vehicle                       3,000             -
  Purchases of Premises and Equipment                        (64,426)      (33,972)
                                                         ------------  ------------

                                                           4,687,184     3,969,082
                                                         ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Net Change in Deposits                                  (5,720,076)   (9,784,677)
  Payment of Stock Issuance Costs                             (3,556)     (189,843)
  Exercise of Stock Options and Warrants                           -       496,750
  Proceeds from Borrowings                                 2,000,000             -
  Proceeds from Issuance of Preferred Stock                  350,000             -
  Proceeds from the Issuance of Common Stock                   8,000       579,318
                                                         ------------  ------------

                                                          (3,365,632)   (8,898,452)
                                                         ------------  ------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS         562,095    (5,651,140)

CASH AND CASH EQUIVALENTS, BEGINNING                         775,381     6,426,521
                                                         ------------  ------------

CASH AND CASH EQUIVALENTS, ENDING                        $ 1,337,476   $   775,381
                                                         ============  ============
</TABLE>

The accompanying notes are an integral part of these consolidated 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.

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.

At  times, the Bank may have cash and cash equivalents at financial institutions
in excess of insured limits.  The Bank places its cash and cash equivalents with
high  credit  quality financial institutions whose credit rating is monitored by
management  to  minimize  credit  risk.


                                      - 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, 2006 and 2005, 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.  Securities
available  for  sale  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.

A loan is considered to be delinquent when payments have not been made according
to contractual terms, typically evidenced by nonpayment of a monthly installment
by  the  due  date.

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.  When premises and
equipment are retired or sold, the cost and accumulated depreciation are removed
from their respective accounts and any gain or loss is reflected in other income
or  expense.

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.

ADVERTISING  COSTS

The  Company  expenses  the  costs  of advertising in the periods in which those
costs  are  incurred.

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  is 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  2006  or 2005 as the effects of such would be
antidilutive  to  the  loss  per  share  calculation.

STOCK  COMPENSATION  PLANS

The Company adopted Statement of Financial Accounting Standards No. 123 (revised
2004),  Share-Based  Payment  (FAS  123R)  on January 1, 2006 using the modified
prospective  transition  method.  Under  the  modified  prospective  transition
method,  awards  that  are granted, modified or settled beginning at the date of
adoption  will  be  measured  and accounted for in accordance with FAS 123R.  In
addition,  expense  is  recognized  in the statements of operations for unvested
awards  that  were granted prior to the date of adoption based on the fair value
of  the  award  as determined at the grant date.  The financial statements as of
and  for  the  twelve  months  ended  December  31,  2006  reflect  additional
compensation  expense  of  $31,560  as  a  result  of implementing FAS 123R.  In
accordance  with  the  modified  prospective  transition  method,  the financial
statements for prior periods have not been restated.  Therefore, the results for
the  twelve  months  of  2006  are not directly comparable to the same period in
2005.


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

STOCK  COMPENSATION  PLANS  (CONTINUED)

Prior  to  the adoption of FAS 123R, the Company applied the existing accounting
rules  under APB Opinion No. 25, which provided that no compensation expense was
charged  for  options  granted at an exercise price equal to the market value of
the  underlying  common  stock  on  the  date  of  the grant.  If the fair value
recognition  provisions of FAS 123R had been applied to stock-based compensation
for  the twelve months ended December 31, 2005, the Company's pro forma net loss
and  loss  per  share  would  have  been  as  follows:

<TABLE>
<CAPTION>
                                                                         TWELVE MONTHS ENDED
                                                                          DECEMBER 31, 2005
                                                                        ---------------------
<S>                                                                     <C>
Net Loss                                                                $         (1,071,631)

As Reported
  Deduct: Total Stock-Based Employee Compensation Expense Determined
    Under Fair Value Method for all Awards, Net of Related Tax Effects              (228,174)
                                                                        ---------------------

Pro Forma                                                               $         (1,299,805)
                                                                        =====================

As Reported
  Basic Loss Per Common Share                                           $              (1.07)
                                                                        =====================

Pro Forma
  Basic Loss Per Common Share                                           $              (1.45)
                                                                        =====================
</TABLE>

The  Company  utilizes  a  valuation  model to determine the fair value of stock
options  on the date of grant. The model derives the fair value of stock options
based  on  certain  assumptions  related  to  expected  stock  price volatility,
expected  option  life,  risk-free  interest  rate  and dividend yield. No stock
options  were  granted  during  the  twelve  months  ended  December  31,  2006.

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>
                                                                 2006        2005
                                                              ----------  -----------
<S>                                                           <C>         <C>
  Cash Paid During the Year for Interest                      $1,268,908  $1,042,743
                                                              ==========  ===========

Noncash Investing and Financing Activities:

  Transfer of Loans to Other Real Estate                      $  571,500  $  936,900
                                                              ==========  ===========

  Change in Unrealized Loss on Securities Available for Sale  $   40,123  $ (148,574)
                                                              ==========  ===========
</TABLE>


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

CHANGES  IN  ACCOUNTING  PRINCIPLES AND EFFECTS OF NEW ACCOUNTING PRONOUNCEMENTS

Accounting for Hybrid Instruments

In  February  2006,  the Financial Accounting Standards Board (FASB) issued SFAS
No.  155,  Accounting  for  Certain Hybrid Financial Instruments-an amendment of
FASB  Statements  No.  133 and 140. This statement provides entities with relief
from  having  to  separately  determine the fair value of an embedded derivative
that  would  otherwise  be  required  to be bifurcated from its host contract in
accordance  with  the requirements of SFAS 133. Entities can make an irrevocable
election  to  measure  such  hybrid  financial  instruments at fair value in its
entirety,  with  subsequent  changes  in fair value recognized in earnings. This
election can be made on an instrument-by-instrument basis. The effective date of
this  standard is for all financial instruments acquired, issued or subject to a
remeasurement  event  occurring  after the beginning of an entity's first fiscal
year  that  begins  after  September  15,  2006. Management does not expect this
standard  to  have  an  effect  on  the Company's financial position, results of
operations  or  disclosures.

Accounting  for  Servicing  of  Financial  Assets

In  March  2006,  the  FASB  issued  SFAS  No.  156, Accounting for Servicing of
Financial  Assets.  This  statement, which is an amendment to SFAS No. 140, will
simplify  the  accounting  for  servicing  assets and liabilities, such as those
common  with  mortgage  securitization  activities.  Specifically,  SFAS No. 156
addresses  the  recognition  and  measurement of separately recognized servicing
assets  and  liabilities  and provides an approach to simplify efforts to obtain
hedge-like  (offset)  accounting. SFAS No. 156 also clarifies when an obligation
to  service  financial  assets  should  be  separately recognized as a servicing
initially  measured  at fair value, if practicable, and permits an entity with a
separately  recognized  servicing  asset or servicing liability to choose either
the  amortization  or  fair  value  methods  for  subsequent  measurement.  The
provisions of SFAS No. 156 are effective as of the beginning of the first fiscal
year  that  begins  after  September  15,  2006. Management does not expect this
standard  to have a material effect on the Company's financial position, results
of  operations  or  disclosures.

Accounting  for  Uncertainty  in  Income  Taxes

In  June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty
in  Income Taxes. This pronouncement, which will be effective for the Company in
2007, clarifies accounting for income tax positions that are either: (1) complex
and,  therefore,  subject  to  varied  interpretation  or  (2)  controversial.
Management  is currently evaluating this pronouncement; however, management does
not  expect  this  pronouncement  to  have a significant effect on the Company's
financial  position,  results  of  operations  or  disclosures.


                                     - 14 -
<PAGE>
(1)  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

CHANGES  IN  ACCOUNTING  PRINCIPLES AND EFFECTS OF NEW ACCOUNTING PRONOUNCEMENTS
(CONTINUED)

Fair  Value  Measurements

In  September  2006, the FASB issued Statement of Financial Accounting Standards
No.  157,  Fair  Value Measurements. SFAS No. 157 enhances existing guidance for
measuring  assets  and liabilities using fair value. Before the issuance of SFAS
No. 157, guidance for applying fair value was incorporated in several accounting
pronouncements.  SFAS  No.  157  provides  a  single  definition  of fair value,
together  with  a framework for measuring it, and requires additional disclosure
about the use of fair value to measure assets and liabilities. SFAS No. 157 also
emphasizes that fair value is a market-based measurement, not an entity-specific
measurement, and sets out a fair value hierarchy with the highest priority being
quoted prices in active markets. Under SFAS No. 157, fair value measurements are
disclosed  by  level  within that hierarchy. While SFAS No. 157 does not add any
new  fair  value  measurements,  it  does  change  current  practice. Changes to
practice  include:  (1)  a  requirement  for an entity to include its own credit
standing  in  the  measurement  of  its  liabilities;  (2) a modification of the
transaction  price  presumption; (3) a prohibition on the use of block discounts
when  valuing  large  blocks  of  securities  for  broker-dealers and investment
companies; and (4) a requirement to adjust the value of restricted stock for the
effect  of  the restriction even if the restriction lapses within one year. SFAS
No.  157 is effective for financial statements issued for fiscal years beginning
after  November  15,  2007,  and  interim periods within those fiscal years. The
Company  does not expect the adoption of this standard to have a material effect
on  the  financial  position,  results  of  operations  or  disclosures.

The  Fair  Value  Option  for  Financial  Assets  and  Financial  Liabilities

In  February  2007,  the  FASB  issued  SFAS  No. 159, The Fair Value Option for
Financial  Assets  and  Financial  Liabilities  - Including an Amendment to FASB
Statement  No.  115.  This  statement permits entities to choose to measure many
financial  instruments  and  certain  other  items  at fair value  that  are not
currently  required  to  be  measured  at  fair  value.  The  objective  is  to
improve  financial  reporting  by  providing  entities  with  the opportunity to
mitigate  volatility in reported earnings caused by measuring related assets and
liabilities  differently  without  having  to  apply  complex  hedge  accounting
provisions.  This  statement  requires  a  business  entity to report unrealized
gains  and losses on items for which the fair  value  option has been elected in
earnings  at each  subsequent  reporting  date.  An entity may decide whether to
elect the fair value option for each eligible item on its election date, subject
to  certain  requirements  described  in  the statement. This statement shall be
effective  as of the beginning of each reporting entity's first fiscal year that
begins  after  November  15,  2007.  The Company does not expect the adoption of
this  standard  to  have a material effect on the financial position, results of
operations  or  disclosures.


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

At  December  31, 2006 and 2005, the amortized cost and fair value of investment
securities  available  for  sale  are  summarized  as  follows:

<TABLE>
<CAPTION>
                                           GROSS        GROSS
                            AMORTIZED   UNREALIZED    UNREALIZED      FAIR
            2006               COST        GAINS        LOSSES       VALUE
                            ----------  -----------  ------------  ----------
<S>                         <C>         <C>          <C>           <C>
U.S. Government Agencies    $5,400,371  $         -  $   (64,381)  $5,335,990
Mortgage Backed Securities   3,803,607  $         -      (68,768)   3,734,839
                            ----------  -----------  ------------  ----------

                            $9,203,978  $         -  $  (133,149)  $9,070,829
                            ==========  ===========  ============  ==========

            2005

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
                            ==========  ===========  ============  ==========
</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,  2006  and  2005:

<TABLE>
<CAPTION>
                    LESS THAN 12 MONTHS      12 MONTHS OR GREATER             TOTAL
                 ------------------------  ------------------------  ------------------------

                                GROSS                     GROSS                     GROSS
                    FAIR      UNREALIZED      FAIR      UNREALIZED      FAIR      UNREALIZED
      2006         VALUE        LOSSES       VALUE        LOSSES       VALUE        LOSSES
                 ----------  ------------  ----------  ------------  ----------  ------------
<S>              <C>         <C>           <C>         <C>           <C>         <C>
U.S. Government
  Agencies       $1,399,040  $    (7,874)  $3,936,950  $   (56,507)  $5,335,990  $   (64,381)
Mortgage Backed
  Securities        496,889       (1,122)   3,237,950      (67,646)   3,734,839      (68,768)
                 ----------  ------------  ----------  ------------  ----------  ------------

                 $1,895,929  $    (8,996)  $7,174,900  $  (124,153)  $9,070,829  $  (133,149)
                 ==========  ============  ==========  ============  ==========  ============

      2005

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)
                 ==========  ============  ==========  ============  ==========  ============
</TABLE>


                                     - 16 -
<PAGE>
(2)  INVESTMENT  SECURITIES  AVAILABLE  FOR  SALE  (CONTINUED)

At  December  31,  2006,  all  seventeen  securities  issued  by U.S. Government
agencies  and  Government  sponsored  corporations,  including  mortgage  backed
securities,  contained  unrealized losses.  Because the declines in market value
of  investments  are  attributable  to  changes in interest rates and not credit
quality  and  because  the  Company  has  the  ability  and intent to hold these
investments  until  a  recovery  of fair value, which may be until maturity, the
Company  does  not  consider  these  investments  to  be  other than temporarily
impaired  at  December  31,  2006.

The  amortized  cost and estimated fair value of investment securities available
for  sale  at  December  31,  2006,  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
  Within 1 Year             $  499,958  $   499,000
  1 to 5 Years               4,500,413    4,443,550
  Over 10 Years                400,000      393,440
Mortgage Backed Securities   3,803,607    3,734,839
                            ----------  -----------

                            $9,203,978  $ 9,070,829
                            ==========  ===========
</TABLE>

At  December  31, 2006 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>
                                           2006         2005
                                        -----------  -----------
<S>                                     <C>          <C>
Commercial, Financial and Agricultural  $ 4,292,891  $ 4,420,005
Real Estate-Mortgage                     12,051,850   15,346,462
Real Estate-Construction                  1,290,914    1,479,165
Consumer                                  2,728,064    4,269,553
                                        -----------  -----------

                                        $20,363,719  $25,515,185
                                        ===========  ===========
</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.


                                     - 17 -
<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>
                                              2006        2005
                                           ----------  ----------
<S>                                        <C>         <C>
BALANCE, BEGINNING                         $ 785,326   $ 989,852
  Provision Charged to Operating Expenses          -     225,000
  Loans Charged Off                         (372,180)   (777,586)
  Loan Recoveries                             32,483     348,060
                                           ----------  ----------

BALANCE, ENDING                            $ 445,629   $ 785,326
                                           ==========  ==========
</TABLE>

At  December  31,  2006  and  2005,  the  total  recorded investment in loans on
nonaccrual  status  approximated  $210,000  and  $778,000,  respectively.  The
recorded  investment  in  loans  past  due  90  days  or more and still accruing
interest  approximated  $0  and  $80,000  as  of  December  31,  2006  and 2005,
respectively.  Interest  income  that  would  have been recognized on nonaccrual
loans  totaled  $21,981  and  $46,533  in 2006 and 2005, respectively.  Impaired
loans  approximated  $63,000  and  $83,000  as  of  December  31, 2006 and 2005,
respectively.  The  allowance  for  loan  loss  included a specific allowance of
$12,334  and  $8,336  for  impaired  loans  as  of  December  31, 2006 and 2005,
respectively.  The  average  investment  in  impaired loans during 2006 and 2005
approximated $180,000 and $569,000, respectively.  Interest income recognized on
impaired  loans  approximated $9,300 and $33,300 in 2006 and 2005, respectively.
There was no cash basis interest income recognized on impaired loans during 2006
and  2005.  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>
                               2006         2005
                            -----------  -----------
<S>                         <C>          <C>
Land and Land Improvements  $  409,442   $  409,442
Building                     1,717,291    1,668,560
Furniture and Equipment        659,665      650,022
Bank Vehicles                        -        6,795
                            -----------  -----------

                             2,786,398    2,734,819

Accumulated Depreciation      (581,559)    (418,944)
                            -----------  -----------

                            $2,204,839   $2,315,875
                            ===========  ===========
</TABLE>

Depreciation  charged  to  operations totaled $171,158 and $182,865 for 2006 and
2005,  respectively.


                                     - 18 -
<PAGE>
(6)  DEPOSITS

The aggregate amount of overdrawn deposit accounts reclassified as loan balances
totaled  $1,443  and  $4,138  as  of  December  31, 2006 and 2005, respectively.

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

<TABLE>
<CAPTION>
                            2006         2005
                         -----------  -----------
<S>                      <C>          <C>
Interest-Bearing Demand  $ 1,273,978  $   937,520
Savings                      620,918    2,039,604
Time, $100,000 and Over    3,698,326    6,430,499
Other Time                20,984,183   22,019,866
                         -----------  -----------

                         $26,577,405  $31,427,489
                         ===========  ===========
</TABLE>

The  aggregate  amount  of short-term jumbo certificates of deposit, each with a
minimum denomination of $100,000, was approximately $3,477,000 and $5,143,000 as
of  December  31,  2006  and  2005,  respectively.

As of December 31, 2006, the scheduled maturities of certificates of deposit are
as  follows:

<TABLE>
<CAPTION>
YEAR                    AMOUNT
----                 -----------
<S>                  <C>
2007                 $21,272,131
2008                   1,998,366
2009                     213,127
2010                   1,198,885
                     -----------

                     $24,682,509
                     ===========
</TABLE>

(7)  INCOME  TAXES

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

<TABLE>
<CAPTION>
                                  2006        2005
                               ----------  ----------
<S>                            <C>         <C>
Deferred Expense               $ 445,838   $ 374,554
Change in Valuation Allowance   (445,838)   (374,554)
                               ----------  ----------

                               $       -   $       -
                               ==========  ==========
</TABLE>


                                     - 19 -
<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  years  ended  December 31, 2006 and 2005 relates primarily to the change in
the  valuation  allowance.

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

<TABLE>
<CAPTION>
                                    2006          2005
                                ------------  ------------
<S>                             <C>           <C>
DEFERRED INCOME TAX ASSETS
  Allowance for Loan Losses     $    50,571   $   166,027
  Pre-opening Expenses               35,755        71,509
  Operating Loss Carryforwards    2,068,108     1,483,876
  Other                               7,974         1,015
                                ------------  ------------

                                  2,162,408     1,722,427
DEFERRED TAX LIABILITIES
  Premises and Equipment              3,426         9,283
                                ------------  ------------

                                  2,158,982     1,713,144
Less Valuation Allowance         (2,158,982)   (1,713,144)
                                ------------  ------------

NET DEFERRED TAX ASSET          $         -   $         -
                                ============  ============
</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,  2006,  the  Company  had federal and state net operating loss
carryforwards  for  tax  purposes  of  approximately  $6,118,000 and $6,311,000,
respectively,  which  will  expire beginning in 2021 if not previously utilized.


(8)  BORROWINGS

At December 31, 2006, the Bank has an advance from the Federal Home Loan Bank of
Atlanta  in the amount of $2,000,000.  The advance matures on April 20, 2007 and
bears  interest  at  a variable rate of 2.805 percent below the prime rate.  The
Bank  has  pledged as collateral investment securities available for sale with a
carrying  amount  of  $3,936,950  at  December  31,  2006.

The  Bank has lines of credit available with correspondent banks which represent
available  credit  for  overnight  borrowing from financial institutions.  As of
December  31,  2006  and  2005,  these  lines  of  credit totaled $2,000,000 and
$2,900,000,  respectively,  of which no balances were outstanding.  The Bank has
pledged investment securities with a carrying amount of $1,399,040 as collateral
for  one  of  the  two  lines.


                                     - 20 -
<PAGE>
(9)  COMMITMENTS

FINANCIAL  INSTRUMENTS  WITH  OFF-BALANCE  SHEET  RISK

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
                                      ----------------------
                                         2006        2005
                                      ----------  ----------
<S>                                   <C>         <C>
Financial Instruments Whose Contract
  Amounts Represent Credit Risk
    Commitments to Extend Credit      $2,054,000  $2,699,000
    Standby Letters of Credit            294,000     294,000
</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.

EMPLOYMENT  AGREEMENT

The  Company  has  entered into an employment agreement with a key officer.  The
agreement  provides  for  a  specified  base  salary  and participation in other
benefits.  Employment  under  the  agreement  may  be  terminated  for cause, as
defined, without incurring any continuing obligations.  The employment agreement
contains  a  special  termination  clause  which provides for severance payments
within  a  specified  period  following  a "change in control" as defined in the
agreement.


                                     - 21 -
<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.

During 2006, NBOG Bancorporation, Inc. ("NBOG") issued 35,000 shares of Series A
Preferred  Stock,  no par value (the "Series A Preferred Stock"), for $10.00 per
share.  The  Series A Preferred Stock is noncumulative perpetual preferred stock
and  will  be  treated  as  Tier  1  capital  under  existing  Federal  Reserve
regulations.  The  Series A Preferred Stock is generally nonvoting and cannot be
converted  into  common  stock  of  NBOG. NBOG has the right, subject to Federal
Reserve  approval,  to  redeem  the shares for their purchase price plus accrued
dividends,  if  any.  The  Bank is currently not allowed to pay dividends to the
Company  until  it  becomes  cumulatively  profitable.

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.


(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>
                          2006        2005
                        ---------  ----------
<S>                     <C>        <C>
BALANCE, BEGINNING      $547,444   $ 872,614
  New Loans              109,491     113,153
  Principal Repayments   (52,587)   (438,323)
                        ---------  ----------

BALANCE, ENDING         $604,348   $ 547,444
                        =========  ==========
</TABLE>

As  of  December 31, 2006 and 2005, deposit accounts for related parties totaled
approximately  $251,000  and  $634,000,  respectively.


(12)  EMPLOYEE  BENEFIT  PLAN

The  Company  has  a qualified retirement plan pursuant to Internal Revenue Code
Section  401(K)  covering substantially all employees subject to minimum age and
service  requirements.  Contribution to the plan by employees is voluntary.  The
Company  made  no  contributions  to  the  plan  in  2006  or  2005.


                                     - 22 -
<PAGE>
(13)  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.

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.

A summary of activity related to the stock options, for the years ended December
31,  2006  and  2005  is  presented  below:

<TABLE>
<CAPTION>
                                                       WEIGHTED AVERAGE
                                              SHARES    EXERCISE PRICE
                                             --------  -----------------
<S>                                          <C>       <C>
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

  Granted                                          -                   -
  Exercised                                        -                   -
  Forfeited                                   (1,500)               5.00
                                             --------  -----------------

Outstanding, December 31, 2006               151,501   $            5.66
                                             ========  =================

Eligible to be Exercised, December 31, 2006   86,668   $            6.15
                                             ========  =================
</TABLE>

The  options  outstanding  and exercisable at December 31, 2006 had no aggregate
intrinsic  value.  At December 31, 2006, there was $39,120 of total unrecognized
compensation expense related to nonvested share-based compensation arrangements.
The  cost  is  expected  to  be recognized over a weighted average period of 1.8
years.


                                     - 23 -
<PAGE>
(13)  STOCK  OPTION  PLAN  AND  WARRANTS  (CONTINUED)

Information  pertaining  to  options  outstanding  at  December  31,  2006 is as
follows:

<TABLE>
<CAPTION>
                    NUMBER          WEIGHTED AVERAGE         NUMBER
EXERCISE PRICES   OUTSTANDING  REMAINING CONTRACTUAL LIFE  EXERCISABLE
----------------  -----------  --------------------------  -----------
<S>               <C>          <C>                         <C>
10.00                 20,001                   6.5 Years       20,001
5.00                 131,500                   8.8 Years       66,667
                  -----------  --------------------------  -----------

                     151,501                   8.3 Years       86,668
                  ===========  ==========================  ===========
</TABLE>

The  fair value of options granted during 2005 was $.72.  The fair value of each
option  grant  was  estimated  on  the date of the grant using the Minimum Value
pricing  model  with  the  following  assumptions  used:

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

The  risk-free  interest  rates  for  periods within the contractual life of the
awards  are  based  on  the  U.S.  Treasury yield curve in effect at the time of
grant.  The  expected life of options represents the period of time that options
granted  are expected to be outstanding.  The dividend yield assumption is based
on  the  Company's  history  and  expectation  of  dividend  payouts.


(14)  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.


                                     - 24 -
<PAGE>
(14)  FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

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.

BORROWINGS  -  Due  to  their short-term nature, the fair value of FHLB advances
approximates  carrying  amount.

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.

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

<TABLE>
<CAPTION>
                                                     2006                     2005
                                            ----------------------  -----------------------
                                            CARRYING    ESTIMATED    Carrying    Estimated
                                             AMOUNT    FAIR VALUE     Amount    Fair Value
                                            ---------  -----------  ----------  -----------
                                                           (in Thousands)
<S>                                         <C>        <C>          <C>         <C>
ASSETS
  Cash and Short-Term Investments           $   1,337  $     1,337  $      775  $       775
  Investment Securities Available for Sale      9,071        9,071       8,425        8,425
  Other Investments                               321          321         270          270
  Loans                                        20,364       20,238      25,515       25,521

LIABILITIES
  Deposits                                     28,222       28,268      33,942       33,828
  Borrowings                                    2,000        2,000           -            -

UNRECOGNIZED FINANCIAL INSTRUMENTS
  Standby Letters of Credit                         -          294           -          294
  Unfulfilled Loan Commitments                      -        2,054           -        2,699
</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.


                                     - 25 -
<PAGE>
(15) REGULATORY MATTERS

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.

On  August 19, 2004, the board of directors entered into a formal agreement with
the Office of the Comptroller of the Currency (OCC) which outlined actions to be
taken  by the Bank to address concerns by the OCC.  The provisions of the formal
agreement  required  the  Bank  to  achieve agreed-upon capital levels, obtain a
permanent  president  and  senior lender, obtain current and satisfactory credit
information  on  all loans over $25,000, and eliminate the basis of criticism of
assets  criticized,  among  others.  As  of  December  31,  2006, the Bank is in
compliance  with  the  provisions of the formal agreement except for maintaining
agreed-upon  capital levels. The formal 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, 2006, the Bank's
ratios of total capital (to risk-weighted assets) ratio was 13.8 percent and the
Tier  1  Capital  (to  average  assets)  ratio  was  8.8  percent.

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.

As  of  December 31, 2006, 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 following table.  Additionally,
under  an  agreement  with  the OCC, the Bank is required to achieve agreed-upon
capital  levels.  The  actual  capital  amounts and ratios for the Bank are also
presented  in  the  following  table. In the opinion of management, there are no
conditions  or  events  since  prior  notification  of capital adequacy from the
regulators  that have changed the Bank's classification.  Disclosures related to
the  Company  have  been excluded as they did not significantly deviate from the
disclosure  herein.


                                     - 26 -
<PAGE>
(15)  REGULATORY  MATTERS  (CONTINUED)

<TABLE>
<CAPTION>
                                                                       TO BE WELL
                                                                    CAPITALIZED UNDER
                                              FOR CAPITAL           PROMPT CORRECTIVE
                             ACTUAL        ADEQUACY PURPOSES        ACTION PROVISIONS
                        ---------------  ----------------------  -----------------------
                        AMOUNT   RATIO    AMOUNT       RATIO       AMOUNT       RATIO
                        -------  ------  ---------  -----------  ----------  -----------
                                             (In Thousands)
<S>                     <C>      <C>     <C>        <C>          <C>         <C>
DECEMBER 31, 2006

Total Capital to
  Risk-Weighted Assets  $ 3,295  13.84%  $   1,905        8.00%  $    2,381       10.00%
Tier I Capital to
  Risk-Weighted Assets    2,996  12.59         952        4.00        1,428        6.00
Tier I Capital to
  Average Assets          2,996   8.84       1,356        4.00        1,695        5.00

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
</TABLE>

(16)  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>
                                       2006      2005
                                     --------  --------
<S>                                  <C>       <C>
Data Processing Fees                 $118,281  $117,366
Advertising and Marketing              37,373    94,500
Insurance and Assessments             146,619   178,981
Office Supplies                        31,340    23,424
Telephone                              27,151    30,657
Postage and Courier                    45,684    31,766
Other Loan Related and Repossession   273,031   268,079
</TABLE>


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

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

                                     ASSETS

                                               2006        2005
                                            ----------  ----------
<S>                                         <C>         <C>
Cash and Interest-Bearing Deposits          $      391  $   26,400
Investment in Subsidiary                     2,863,053   3,572,357
Other Assets                                     5,089     190,605
                                            ----------  ----------

TOTAL ASSETS                                $2,868,533  $3,789,362
                                            ==========  ==========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

OTHER LIABILITIES                           $   15,480  $   15,480

STOCKHOLDERS' EQUITY                         2,853,053   3,773,882
                                            ----------  ----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $2,868,533  $3,789,362
                                            ==========  ==========
</TABLE>


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

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


                                                2006          2005
                                            ------------  ------------
<S>                                         <C>           <C>
INTEREST INCOME                             $       396   $     6,864

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

                                                    396         6,866

EXPENSES
  Other Operating                               198,083        34,543
                                            ------------  ------------

LOSS BEFORE EQUITY IN                                         (27,677)
  UNDISTRIBUTED LOSS OF SUBSIDIARY             (197,687)

EQUITY IN UNDISTRIBUTED LOSS OF SUBSIDIARY     (959,427)   (1,043,954)
                                            ------------  ------------

NET LOSS                                    $(1,157,114)  $(1,071,631)
                                            ============  ============
</TABLE>


                                     - 29 -
<PAGE>
(17) FINANCIAL INFORMATION OF NBOG BANCORPORATION, INC. (PARENT ONLY)
(CONTINUED)

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

                                                      2006          2005
                                                  ------------  ------------
<S>                                               <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Loss                                        $(1,157,114)  $(1,071,631)
  Adjustments to Reconcile Net Loss to Net
    Cash Used by Operating Activities
      Equity in Undistributed Loss of Subsidiary      959,427     1,043,954
      Stock Compensation Expense                       31,560             -
      CHANGE IN
        Other Assets                                   (4,326)       23,272
        Other Liabilities                                   -       (25,000)
                                                  ------------  ------------

                                                     (170,453)      (29,405)
                                                  ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Capital Infusion in Subsidiary                     (210,000)     (867,040)
                                                  ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Exercise of Stock Options and Warrants                    -       496,750
  Proceeds from Issuance of Common Stock                8,000       579,318
  Proceeds from Issuance of Preferred Stock           350,000             -
  Payments of Stock Issuance Costs                     (3,556)     (189,843)
                                                  ------------  ------------

                                                      354,444       886,225
                                                  ------------  ------------

NET DECREASE IN CASH                                  (26,009)      (10,220)

CASH AND INTEREST-BEARING DEPOSITS, BEGINNING          26,400        36,620
                                                  ------------  ------------

CASH AND INTEREST-BEARING DEPOSITS, ENDING        $       391   $    26,400
                                                  ============  ============
</TABLE>


                                     - 30 -
<PAGE>
(18)  GOING  CONCERN

The  accompanying  financial  statements  have  been prepared in conformity with
accounting  principles generally accepted in the United States of America, which
contemplate  continuation  of  the  Company as a going concern.  The Company has
suffered  substantial  operating losses in 2006 and 2005 that reduced regulatory
capital below the minimum required by the formal agreement with the OCC.  Losses
are  expected  to  continue  in  2007.  In  view  of  these  matters,  there  is
substantial  doubt  as  the  Company's  ability  to continue as a going concern.

As  described in Note 19, the Company entered into an agreement with a potential
stockholder  which  will  provide  a  significant  infusion  of  capital.  This
transaction  is  subject  to approval by applicable banking regulatory agencies.
In  the  event  this transaction does not occur, management may attempt to raise
additional  capital  or  find  a  suitable  strategic  partner.

The  board  of  directors and management have implemented operational changes to
effect  corrective  action of regulatory concerns noted in the formal agreement.
These  measures include obtaining current and satisfactory credit information on
all loans over $25,000, eliminating the basis of criticism of assets criticized,
appointment  of  a  president  and  senior  lender,  development of a three-year
capital  plan,  among  others.  In the event that the capital infusion discussed
above  does  not  occur,  there  are  no  guarantees  that  these  measures will
successfully  improve the condition of the Bank and result in the termination of
the formal agreement.  In addition, while these measures are designed to improve
the  condition  of  the  Bank,  there  are no guarantees that such measures will
successfully  enable  the  Company  to  continue  as  a  going  concern.


(19)  SUBSEQUENT  EVENTS

On  January  23,  2007,  the  Company  entered into an agreement with William R.
Blanton  which  will provide a significant infusion of capital.  Under the terms
of  the  agreement,  Mr.  Blanton will purchase up to $2 million worth of common
stock  at a price of $2.80 per share, subject to a penny-for-penny adjustment if
the Company's book value falls below $2.40 per share prior to the purchase date.
Mr.  Blanton  will  be granted a warrant to buy an equal number of shares at the
same  price.  The  purchase  is subject to approval by the Federal Reserve Board
and  the  Georgia  Department of Banking and Finance and other customary closing
conditions.  In addition, Mr. Blanton has agreed to serve as the Chairman of the
Board  of  the  Company  and  Bank  and  to  bring  in additional board members.


                                     - 31 -