UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                -----------------

                                  FORM 10-KSB

(Mark  One)
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For  the  fiscal  year  ended  December 31, 2005
                                       OR

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF THE SECURITIES
     EXCHANGE  ACT  OF  1934

     For  the  transition  period  from          to

                       Commission File Number:  001-16413

                            -----------------------

                            NBOG BANCORPORATION, INC.
              (Exact Name of Small Business Issuer in its Charter)

                GEORGIA                                  58-2554464
       (State  of  Incorporation                    (I.R.S.  Employer
            or  Organization)                      Identification  No.)

    807  DORSEY  STREET,  GAINESVILLE,  GEORGIA            30501
   (Address of Principal Executive Offices)              (Zip Code)

                                 (770) 297-8060
              (Registrant's telephone number, including area code)

          Securities Registered Pursuant to Section 12(b) of the Act:
                                      NONE

          Securities Registered Pursuant to Section 12(g) of the Act:
                           COMMON STOCK, NO PAR VALUE

     Check whether the issuer is not required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act.                                     [ ]

     Check whether the issuer:  (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.                                                Yes [X]  No [ ]

     Check if there is no disclosure of delinquent filers pursuant to Item 405
of Regulation S-B contained in this form, and no disclosure will be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.                                               [X]

     Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).                      Yes [ ]  No [X]

     The issuer's revenue for its most recent fiscal year was approximately
$2.77 million.  As of December 31, 2005, there were 991,560 shares of common
stock issued and outstanding.  The aggregate market value of the registrant's
outstanding common stock held by nonaffiliates of the registrant as of December
31, 2005, was approximately $2.61 million, based upon an estimate of the fair
market value of the common stock of $4.00 per share, which was the offering
price of the Issuer's common stock during 2005.  There is not an active trading
market for the common stock and it is not possible to identify precisely the
market value of the common stock.

                       DOCUMENTS INCORPORATED BY REFERENCE

                   Document                        Parts Into Which Incorporated
                   --------                        -----------------------------
None.

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


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

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

     -    the effects of future economic conditions;

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

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

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

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


     Unless the context indicates otherwise, all references to "NBOG," "the
Company," "we," "us" and "our" in this Annual Report on Form 10-KSB refer to
NBOG Bancorporation, Inc. and our wholly owned subsidiary, The National Bank of
Gainesville (the "Bank").


                                     PART I

ITEM 1.     DESCRIPTION OF BUSINESS

                      BUSINESS OF THE COMPANY AND THE BANK

GENERAL

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


                                        1
<PAGE>
FORMAL AGREEMENT

     Pursuant to the terms of a formal agreement with the OCC, dated August 18,
2004, we have committed to undertake certain actions, including the maintenance
of specified capital levels, retention of senior management and the formulation
of strategic and capital plans.  Following discussions with the OCC, on January
26, 2006, our Board of Directors passed a resolution to identify, and enter into
an agreement with, a strategic partner who would either purchase the entire
institution or a significant interest in the institution, and the OCC has agreed
to a ninety day waiver of certain commitments contained in the formal agreement,
namely the appointment of a President and Senior Lender, the development of a
three-year capital plan, and the development of a strategic plan.  We are
currently in preliminary discussions with a potential strategic partner.

PRODUCTS AND SERVICES

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

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

     Real Estate Loans.  One of the primary components of our loan portfolio is
     -----------------
loans secured by first or second mortgages on real estate.  These loans
generally consist of commercial real estate loans, construction and development
loans, and residential real estate loans (home equity loans are excluded as they
are classified as consumer loans).  Loan terms generally are limited to five
years or less, although payments may be structured on a longer amortization
basis.  Interest rates may be fixed or adjustable, and will more likely be fixed
in the case of shorter term loans.  We generally charge an origination fee.  We
attempt to reduce credit risk in the commercial real estate portfolio by
emphasizing loans on owner-occupied office and retail buildings where the
loan-to-value ratio, established by independent appraisals, does not exceed 80%.
In addition, we typically require personal guarantees of the principal owners of
the collateral property, combined with our review of the personal financial
statements of the principal owners.  We generally apply the same underwriting
criteria for home equity loans and lines of credit as for first mortgage loans,
as described above.  The risks associated with real estate loans vary with many
economic factors, including employment levels and fluctuations in the value of
real estate.  Risks associated with commercial real estate loans also include
tenant vacancy rates and the quality of the


                                        2
<PAGE>
borrower's management.  Risks associated with construction lending include the
builder's ability to sell the home to a buyer and to build the project according
to the plans and specifications of the buyer and the Bank's ability to
administer and control all phases of the construction disbursements.  Risks
associated with residential mortgage loans also include the ability of the Bank
to sell foreclosed real estate in a down market or economy.

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

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

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

     OTHER SERVICES.  In addition to deposit and loan services, the Bank offers
banking, travelers' checks, direct deposit of payroll and social security
checks, and automatic drafts for various accounts.  The Bank is a member of a
network of automated teller machines that may be used by customers in major
cities throughout Georgia, the United States, and in various cities worldwide.
The Bank offers VISA and MasterCard credit cards and merchant credit card
processing to the Bank's customers through third party vendors.  The Bank
intends to offer internet banking services later in 2006 through third party
vendor relationships.   The Bank currently offers telephone banking and
NetImage.  NetImage is a product that allows the customer to view images of
their cleared checks via connection to the internet through a secure link in the
Bank's website.

LENDING POLICIES

     The Bank's lending activities are subject to a variety of lending limits
imposed by federal law.  Differing limits apply based on the type of loan and
the nature of the borrower, including the borrower's


                                        3
<PAGE>
relationship to the Bank.  In general, however, the Bank is able to loan any one
borrower a maximum amount equal to either:

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

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

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

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

ASSET MANAGEMENT POLICIES

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

     The Bank's investment policy is to optimize income, consistent with
liquidity, asset quality and regulatory constraints.  The policy is reviewed
from time to time by the Board of Directors of the Bank.  Individual
transactions, portfolio composition and performance are reviewed and approved
monthly by the Board of Directors or a committee thereof.  Management of the
Bank implements the policy and reports to the full Board of Directors on a
quarterly basis information concerning sales, purchases, resultant gains or
losses, average maturity, federal taxable equivalent yields, and appreciation or
depreciation by investment categories.

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


                                        4
<PAGE>
MARKET OPPORTUNITIES AND COMPETITION

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

     The Bank competes as a financial intermediary with other lenders and
deposit-takers, including other commercial banks, thrift institutions, credit
unions, finance companies, mutual funds, insurance companies, and brokerage
companies and investment banking firms.  According to information provided by
the FDIC, as of June 30, 2005 there were 52 offices of 16 banks operating and
reporting deposits in Hall County of $2.3 billion.  Currently the Bank's local
competitors are Gainesville Bank & Trust, Community Bank and Trust, United
Community Bank, and Peach State Bank and Trust.

EMPLOYEES

     As of December 31, 2005, the Bank had fourteen full-time employees and two
part-time employees.  The only employee of the Company is its one executive
officer.  We consider the relationship with our employees to be excellent.

                                  RISK FACTORS

     An investment in our common stock involves a significant degree of risk.
If any of the following risks or other risks, which have not been identified or
which we may believe are immaterial or unlikely, actually occur, our business,
financial condition and results of operations could be harmed.  In such a case,
the trading price of our common stock could decline, and you may lose all or
part of your investment.  The risks discussed below include forward-looking
statements, and our actual results may differ substantially from those discussed
in these forward-looking statements.

WE MAY BE UNABLE TO IDENTIFY OR SUCCESSFULLY NEGOTIATE AN AGREEMENT WITH A
STRATEGIC PARTNER.

     On January 26, 2006, our Board of Directors passed a resolution to
identify, and enter into an agreement with, a strategic partner who would either
purchase the entire institution or a significant interest in the institution.
There can be no assurances that we will successfully identify, enter into an
agreement or complete a transaction with such a strategic partner.  If we fail
to complete such a transaction, we will need to reconsider our strategic
efforts.

WE ARE OPERATING WITH AN ACTING PRINCIPAL EXECUTIVE OFFICER.

     During 2005, our Chief Executive Officer resigned.  We have appointed W.
Bryan Hendrix, our chief financial officer as acting principal executive
officer.  Mr. Hendrix has never served as a full-time lender.  To date, we have
been unable to identify and retain a permanent President and Chief Executive
Officer.  Our current reliance on consultants may not be a viable long term
strategy.  If a strategic partner is not found to provide management experience
and depth, our business, financial condition and profitability may suffer.


                                        5
<PAGE>
WE HAVE EXPERIENCED LOSSES AND HAVE AN ACCUMULATED DEFICIT.

     We experienced a pre- and after-tax loss of $1.1 million in 2005 and a
pre-tax loss of $2.2 million and an after-tax loss of $2.9 million during 2004.
The material causes of the pre-tax loss include a deterioration of the Bank's
credit quality, resulting in a provision for loan losses of approximately $225
thousand in 2005 and $2.3 million in 2004, as well as increases in non-interest
expenses related to the acquisition, maintenance and sale of foreclosed and
repossessed property.  The after-tax loss in 2004 includes a tax expense of
$650,000, which represents the reversal of a tax benefit recognized at the end
of 2003.  We also had an accumulated deficit of $4.7 million at December 31,
2005.  To become profitable, we must increase our net interest income and
non-interest income above existing levels.  No assurances can be given that such
increases will occur, and we will therefore experience continued losses if we
are unable to increase revenues sufficiently.

OUR ALLOWANCE FOR LOAN LOSSES MAY BE INSUFFICIENT TO ABSORB PROBABLE LOSSES IN
OUR LOAN PORTFOLIO.

     Lending money is a substantial part of our business.  However, every loan
we make carries a risk that it will not be repaid in accordance with its terms
or that any underlying collateral will not be sufficient to assure repayment.
At December 31, 2005, our allowance for probable loan losses represented 3% of
our total loans, 46% of our total non-performing assets and 91% of our total
non-performing loans.  If our loan losses exceed our allowance for probable loan
losses, our business, financial condition and profitability may suffer.

WE ARE UNDER A FORMAL AGREEMENT WITH THE OCC, UNDER WHICH WE ARE REQUIRED TO
MAINTAIN HIGHER THAN NORMAL CAPITAL LEVELS.

     On August 18, 2004, the Bank entered a formal written agreement with the
OCC, which has an indefinite term and which sets forth a series of actions
necessary to correct identified weaknesses.  Failure to meet the requirements of
the formal agreement may result in additional sanctions against the Bank.

     Under the formal agreement, the Bank is required to maintain a ratio of
"Tier 1 Capital" to average assets of 9.0%, which is significantly higher than
the 5% level generally necessary for "well capitalized" status under applicable
banking laws and regulations.  The Bank is also required to maintain a ratio of
Total Capital to risk-weighted assets of 14.0%.  The Bank has also agreed to
give the OCC at least thirty days' prior notice of any significant deviations or
changes from its operating plan as approved by the OCC.  We have also agreed
with the Board of Governors of the Federal Reserve System that we will obtain
its approval prior to incurring any significant holding company indebtedness.
Failure to obtain such approvals could adversely affect our future.

WE HAVE PREVIOUSLY IDENTIFIED WEAKNESSES IN OUR OVERALL CREDIT RISK MANAGEMENT
PROCESS.

     In a series of audits conducted during the last quarter of 2003 and first
quarter of 2004 by the Bank's internal and external auditors and the OCC,
several weaknesses were identified in the overall credit risk management process
of the Bank.  If these weaknesses have not been adequately addressed, our
business, financial condition and profitability may suffer.


                                        6
<PAGE>
WE MAY REQUIRE ADDITIONAL CAPITAL IN THE FUTURE, WHICH MAY NOT BE AVAILABLE OR
MAY ONLY BE AVAILABLE ON UNFAVORABLE TERMS.

     If we are unable to enter a strategic partnership, we may be required to
raise additional capital.  If additional capital is needed, there can be no
assurance that it will be available when desired or on such terms as we may find
acceptable.  Future efforts to raise capital through the sale of securities
could reduce the proportionate interest of our shareholders.

AN ECONOMIC DOWNTURN, ESPECIALLY IN NORTHERN GEORGIA, COULD HAVE AN ADVERSE
EFFECT ON THE QUALITY OF OUR LOAN PORTFOLIO AND OUR FINANCIAL PERFORMANCE.

     Economic recession over a prolonged period or other economic problems in
Hall County, Georgia or in our state or nation generally could have a material
adverse impact on the quality of our loan portfolio and the demand for our
products and services.  For example, a downturn in the local economy could make
it more difficult for borrowers to repay their loans, which could lead to loan
losses.  This could in turn reduce our net income and profitability.

UNEXPECTED CHANGES IN INTEREST RATES MAY DECREASE OUR NET INTEREST INCOME.

     If we are unsuccessful in managing interest rate fluctuations, our net
interest income could decrease materially.  Our operations depend substantially
on our net interest income, which is the difference between the interest income
earned on our interest-earning assets and the interest expense paid on our
interest-bearing liabilities.  Like most depository institutions, our earnings
and net interest income are affected by changes in market interest rates and
other economic factors beyond our control.

INDUSTRY COMPETITION MAY HAVE AN ADVERSE EFFECT ON OUR PROFITABILITY.

     Competition in the banking and financial services industry is intense, and
our profitability depends upon our continued ability to compete in our market
area.  We compete with national, regional and community banks, savings and loan
associations, credit unions, finance companies, mutual funds, insurance
companies and brokerage and investment banking firms operating locally and
elsewhere.  In addition, because the Gramm-Leach-Bliley Act now permits banks,
securities firms and insurance companies to affiliate, a number of larger
financial institutions and other corporations offering wider variety of
financial services than we currently offer could enter and aggressively compete
in the market we currently serve.  Many of these competitors have substantially
greater resources, lending limits and operating histories than we do and may
offer services that we do not or cannot provide

GOVERNMENT REGULATION MAY HAVE AN ADVERSE EFFECT ON OUR PROFITABILITY AND
GROWTH.

     Bank holding companies and banks are subject to extensive state and federal
government supervision and regulation.  Changes in state and federal banking
laws and regulations or in federal monetary policies could adversely affect our
ability to maintain profitability and continue to grow.  For example, new
legislation or regulation could limit the manner in which we may conduct our
business, including our ability to obtain financing, attract deposits, make
loans and achieve satisfactory interest spreads.  Many of these regulations are
intended to protect depositors, the public and the FDIC, not shareholders.  In
addition, the burden imposed by federal and state regulations may place us at a
competitive disadvantage compared to competitors who are less regulated.  The
laws, regulations, interpretations and enforcement policies that apply to us
have been subject to significant, and sometimes retroactively applied, changes
in recent years, and may change significantly in the future.  Future legislation
or government policy may also adversely affect the banking industry or our
operations.


                                        7
<PAGE>
                           SUPERVISION AND REGULATION

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

NBOG BANCORPORATION, INC.

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

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

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

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

          -    merging or consolidating with any other bank holding company.

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

     Under the Bank Holding Company Act, if adequately capitalized and
adequately managed, the Company or any other bank holding company located in
Georgia may purchase a bank located outside of Georgia.  Conversely, an
adequately capitalized and adequately managed bank holding company located
outside of Georgia may purchase a bank located inside Georgia.  In each case,
however, restrictions may be placed on the acquisition of a bank that has only
been in existence for a limited amount of time or will result in specified
concentrations of deposits.  For example, Georgia law prohibits a bank holding
company from acquiring control of a financial institution until the target
financial institution has been incorporated for three years.  As a result, no
bank holding company may acquire control of the Company until after the third
anniversary date of the Bank's incorporation.  Because the Bank has been
chartered for more than three years, this restriction would not limit our
ability to sell.

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


                                        8
<PAGE>
bank holding company.  Control is rebuttably presumed to exist if a person or
company acquires 10% or more, but less than 25%, of any class of voting
securities and either:

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

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

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

     PERMITTED ACTIVITIES.  Bank holding companies are generally prohibited,
under the Bank Holding Company Act, from engaging in or acquiring direct or
indirect control of more than 5% of the voting shares of any company engaged in
any activity other than the following:

          -    banking or managing or controlling banks; and

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

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

          -    factoring accounts receivable;

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

          -    leasing personal or real property;

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

          -    trust company functions;

          -    financial and investment advisory activities;

          -    conducting discount securities brokerage activities;

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

          -    providing specified management consulting and counseling
               activities;

          -    performing selected data processing services and support
               services;

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

          -    performing selected insurance underwriting activities.

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

     The Financial Services Modernization Act of 1999, or the Gramm-Leach-Bliley
Act, revised and expanded the provisions of the Bank Holding Company Act by
permitting a bank holding company to


                                        9
<PAGE>
qualify and elect to become a financial holding company.  A financial holding
company may engage in additional activities that are financial in nature or
incidental or complementary to financial activity.  Under the regulations
implementing the Gramm-Leach-Bliley Act, the following activities are considered
financial in nature:

          -    lending, trust and other banking activities;

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

          -    providing financial, investment, or advisory services;

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

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

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

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

          -    merchant banking through securities or insurance affiliates; and

          -    insurance company portfolio investments.

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

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

THE NATIONAL BANK OF GAINESVILLE

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


                                       10
<PAGE>
     BRANCHING.  National banks are required by the National Bank Act to adhere
to branching laws applicable to state banks in the states in which they are
located.  Under current Georgia law, the Bank may open branch offices throughout
Georgia with the prior approval of the Office of the Comptroller of the
Currency.  In addition, with prior regulatory approval, the Bank may acquire
branches of existing banks located in Georgia.  The Bank and any other national
or state-chartered bank generally may branch across state lines by merging with
banks in other states if allowed by the applicable states' laws.  Georgia law,
with limited exceptions, currently permits branching across state lines through
interstate mergers.

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

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

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

     FDIC INSURANCE ASSESSMENTS.  The FDIC has adopted a risk-based assessment
system for insured depository institutions that takes into account the risks
attributable to different categories and concentrations of assets and
liabilities.  The system assigns an institution to one of three capital
categories: (1) well capitalized; (2) adequately capitalized; and (3)
undercapitalized.  These three categories are substantially similar to the
prompt corrective action categories described above, with the "undercapitalized"
category including institutions that are undercapitalized, significantly
undercapitalized, and critically undercapitalized for prompt corrective action
purposes.  The FDIC also


                                       11
<PAGE>
assigns an institution to one of three supervisory subgroups based on a
supervisory evaluation that the institution's primary federal regulator provides
to the FDIC and information that the FDIC determines to be relevant to the
institution's financial condition and the risk posed to the deposit insurance
funds.  Assessments range from 0 to 27 cents per $100 of deposits, depending on
the institution's capital group and supervisory subgroup.  In addition, the FDIC
imposes assessments to help pay off the $780 million in annual interest payments
on the $8 billion Financing Corporation bonds issued in the late 1980s as part
of the government rescue of the thrift industry.  This assessment rate is
adjusted quarterly and is set at 1.32 cents per $100 of deposits for the first
quarter of 2006.

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

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

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

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

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

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

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

          -    Fair Credit Reporting Act of 1978, as amended by the Fair and
               Accurate Credit Transactions Act, governing the use and provision
               of information to credit reporting agencies, certain identity
               theft protections, and certain credit and other disclosures;

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


                                       12
<PAGE>
          -    Soldiers' and Sailors' Civil Relief Act of 1940, as amended by
               the Servicemembers Civil Relief Act, governing the repayment
               terms of, and property rights underlying, secured obligations of
               persons in military service; and

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

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

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

          -    Electronic Funds Transfer Act, governing automatic deposits to
               and withdrawals from deposit accounts and customers' rights and
               liabilities arising from the use of automated teller machines and
               other electronic banking services; and

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

FORMAL AGREEMENT

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

     In addition, the Bank has committed to:

     -    adopt a written strategic plan covering at least a three-year period;

     -    review and revise its written loan policy;

     -    obtain an independent review of its loan program; and

     -    review the adequacy, and establish a program to maintain the adequacy
          of, its allowance for loan and lease losses.

CAPITAL ADEQUACY

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

     The risk-based capital standards are designed to make regulatory capital
requirements more sensitive to differences in risk profiles among banks and bank
holding companies, to account for off-balance-sheet exposure, and to minimize
disincentives for holding liquid assets.  Assets and off-balance-


                                       13
<PAGE>
sheet items, such as letters of credit and unfunded loan commitments, are
assigned to broad risk categories, each with appropriate risk weights.  The
resulting capital ratios represent capital as a percentage of total
risk-weighted assets and off-balance-sheet items.

     Under the terms of the Formal Agreement, the Bank is required to maintain a
Total Capital ratio to risk-weighted assets of at least 14.0% and a Tier 1
Capital to average assets of at least 9.0%. Total Capital consists of two
components, Tier 1 Capital and Tier 2 Capital. Tier 1 Capital generally consists
of common stock, minority interests in the equity accounts of consolidated
subsidiaries, non-cumulative perpetual preferred stock, and a limited amount of
qualifying cumulative perpetual preferred stock, less goodwill and other
specified intangible assets. Tier 2 Capital generally consists of subordinated
debt, other preferred stock, and a limited amount of loan loss reserves. The
total amount of Tier 2 Capital is limited to 100% of Tier 1 Capital. At December
31, 2005, our ratio of total capital to risk-weighted assets was 14.51%, our
ratio of Tier 1 Capital to risk-weighted assets was 13.24% and our ratio of Tier
1 Capital to average assets was 9.18%.

     Absent the Formal Agreement, the minimum guideline for the ratio of total
capital to risk-weighted assets is 8% and Tier 1 Capital must equal at least 4%
of risk-weighted assets.  New banks are generally required to maintain a minimum
ratio of Tier 1 Capital to average assets of 8.0% for the first three years of
operations.  In addition, the Federal Reserve has established minimum leverage
ratio guidelines for bank holding companies.  These guidelines provide for a
minimum ratio of Tier 1 Capital to average assets, less goodwill and other
specified intangible assets, of 3% for bank holding companies that meet
specified criteria, including having the highest regulatory rating and
implementing the Federal Reserve's risk-based capital measure for market risk.
All other bank holding companies generally are required to maintain a leverage
ratio of at least 4%.  The guidelines also provide that bank holding companies
experiencing internal growth or making acquisitions will be expected to maintain
strong capital positions substantially above the minimum supervisory levels
without reliance on intangible assets.  The Federal Reserve considers the
leverage ratio and other indicators of capital strength in evaluating proposals
for expansion or new activities.

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

PAYMENT OF DIVIDENDS

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

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


                                       14
<PAGE>
     The payment of dividends by the Company and the Bank may also be affected
by other factors, such as the requirement to maintain adequate capital above
regulatory guidelines.  If, in the opinion of the Office of the Comptroller of
the Currency, the Bank were engaged in or about to engage in an unsafe or
unsound practice, the Office of the Comptroller of the Currency could require,
after notice and a hearing, that the Bank stop or refrain engaging in the
practice.  The federal banking agencies have indicated that paying dividends
that deplete a depository institution's capital base to an inadequate level
would be an unsafe and unsound banking practice.  Under the Federal Deposit
Insurance Corporation Improvement Act of 1991, a depository institution may not
pay any dividend if payment would cause it to become undercapitalized or if it
already is undercapitalized.  Moreover, the federal agencies have issued policy
statements that provide that bank holding companies and insured banks should
generally only pay dividends out of current operating earnings.  See "-The
National Bank of Gainesville-Prompt Corrective Action" above.

RESTRICTIONS ON TRANSACTIONS WITH AFFILIATES

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

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

     -    a bank's investment in affiliates;

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

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

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

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

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

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

PRIVACY

     Financial institutions are required to disclose their policies for
collecting and protecting confidential information.  Customers generally may
prevent financial institutions from sharing nonpublic


                                       15
<PAGE>
personal financial information with nonaffiliated third parties except under
narrow circumstances, such as the processing of transactions requested by the
consumer or when the financial institution is jointly sponsoring a product or
service with a nonaffiliated third party.  Additionally, financial institutions
generally may not disclose consumer account numbers to any nonaffiliated third
party for use in telemarketing, direct mail marketing or other marketing to
consumers.

ANTI-TERRORISM AND MONEY LAUNDERING LEGISLATION

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

FEDERAL DEPOSIT INSURANCE REFORM

     On February 8, 2006, President Bush signed the Federal Deposit Insurance
Reform Act of 2005 ("FDIRA").  The FDIC must adopt rules implementing the
various provisions of FDIRA by November 5, 2006.

     Among other things, FDIRA changes the Federal deposit insurance system by:

     -    raising the coverage level for retirement accounts to $250,000;

     -    indexing deposit insurance coverage levels for inflation beginning in
          2012;

     -    prohibiting undercapitalized financial institutions from accepting
          employee benefit plan deposits;

     -    merging the Bank Insurance Fund and Savings Association Insurance Fund
          into a new Deposit Insurance Fund (the "DIF"); and

     -    providing credits to financial institutions that capitalized the FDIC
          prior to 1996 to offset future assessment premiums.

     FDIRA also authorizes the FDIC to revise the current risk-based assessment
system, subject to notice and comment and caps the amount of the DIF at 1.50% of
domestic deposits.  The FDIC must issue cash dividends, awarded on a historical
basis, for the amount of the DIF over the 1.50% ratio.  Additionally, if the DIF
exceeds 1.35% of domestic deposits at year-end, the FDIC must issue cash
dividends, awarded on a historical basis, for half of the amount of the excess.

PROPOSED LEGISLATION AND REGULATORY ACTION

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


                                       16
<PAGE>
EFFECT OF GOVERNMENTAL MONETARY POLICIES

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

ITEM 2.     DESCRIPTION OF PROPERTY.

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

ITEM 3.     LEGAL PROCEEDINGS.

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

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

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

                                     PART II

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

     As of March 1, 2006, NBOG had 993,560 shares of common stock outstanding
and approximately 953 shareholders of record.  There is currently no market for
our shares of common stock, and it is not likely that an active trading market
will develop for the shares in the future.  There are no present plans for the
common stock to be traded on any stock exchange or over-the-counter-market.
There is only incomplete information about trades of our shares and the prices
at which any shares have traded.

     To our knowledge, no trades outside of our stock rights offering occurred
during 2005, while sporadic trades occurred during 2004 and 2003 at a price of
$10.00 per share.


                                       17
<PAGE>
     From July 2003 through January 2004, the Company undertook a private
offering.  As of December 31, 2003, the Company had sold 91,168 shares of common
stock, no par value, in a private offering for $10.00 per share, or an aggregate
offering price of $911,680.  On January 31, 2004, the Company completed the
private placement, selling an additional 100 shares of common stock, no par
value, for $10.00 per share, or an aggregate offering price of $1,000.  In
total, the Company sold 91,268 shares of common stock, raising an aggregate of
$912,680, excluding offering expenses.  The shares were sold to 116 purchasers,
which included accredited investors, as defined under Rule 501 of the Act and no
more than 35 unaccredited investors.  The unaccredited investors were
"sophisticated" as defined in Rule 506(b)(2)(ii) of Regulation D.  No
underwriters were involved in the private placement.

     From December 2004 through January 2005, the Company undertook a private
offering.  As of December 31, 2004, the Company had sold 58,399 shares of common
stock, no par value, in a private offering for $6.00 per share, or an aggregate
offering price of $350,394.  On January 31, 2005, the Company completed the
private placement, selling an additional 16,667 shares of common stock, no par
value, for $6.00 per share, or an aggregate offering price of $100,002.  In
total, the Company sold 75,066 shares of common stock, raising an aggregate of
$450,396, excluding offering expenses.  The Company sold the shares to fourteen
purchasers in a private placement exempt from registration under Section 4(2) of
the Act because they were transactions by an issuer that did not involved a
public offering.  No underwriters were involved in the private placement.

     Between March 28, 2005 and May 31, 2005, seven of the Company's directors
exercised outstanding warrants and options to purchase 49,675 shares of the
Company's common stock, no par value, at $10.00 per share for total aggregate
proceeds of $496,750.  There were no brokerage or underwriting commissions paid
in this private placement.  The common stock was sold under the exemption from
registration provided by Section 3(a)(9) of the Act because no commissions or
other remuneration was paid or given directly or indirectly for soliciting such
exercise of warrants and options.

     In 2005, the Company sold 119,829 shares in a registered public offering of
the Company's common stock at $4.00 per share for total aggregate proceeds of
$479,316, excluding offering expenses.  This public offering was completed on
March 31, 2006, selling an additional 2,000 shares for additional proceeds of
$8,000, excluding offering expenses.

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


                                       18
<PAGE>
ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS.

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

GENERAL

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

The following discussion describes our results of operations for 2005 as
compared to 2004 and also analyzes our financial condition as of December 31,
2005 as compared to December 31, 2004.  Like most community banks, we derive a
significant portion of our income from interest we receive on our loans and
investments.  Our primary source of funds for making these loans and investments
is our deposits, on which we pay interest.  Consequently, one of the key
measures of our success is our amount of net interest income, or the difference
between the income on our interest-earning assets, such as loans and
investments, and the expense on our interest-bearing liabilities, such as
deposits.  Another key measure is the spread between the yield we earn on these
interest-earning assets and the rate we pay on our interest-bearing liabilities.

We have included a number of tables to assist in our description of these
measures.  For example, the "Average Balances" table shows the average balance
during 2005 and 2004 of each category of our assets and liabilities, as well as
the yield we earned or the rate we paid with respect to each category.  A review
of this table shows that our loans typically provide higher interest yields than
do other types of interest earning assets, which is why we intend to channel a
substantial percentage of our earning assets into our loan portfolio.
Similarly, the "Rate/Volume Analysis" table helps demonstrate the impact of
changing interest rates and changing volume of assets and liabilities during the
years shown.  We also track the sensitivity of our various categories of assets
and liabilities to changes in interest rates, and we have included a
"Sensitivity Analysis Table" to help explain this.  Finally, we have included a
number of tables that provide detail about our investment securities, our loans,
and our deposits.

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

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

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


                                       19
<PAGE>
CRITICAL ACCOUNTING POLICIES

We have adopted various accounting policies, which govern the application of
accounting principles generally accepted in the United States of America, in the
preparation of our consolidated financial statements.  Our significant
accounting policies are described in note 1 in the footnotes to the consolidated
financial statements at December 31, 2005 included elsewhere in this annual
report.

We believe that the allowance for loan losses is a critical accounting policy
that requires the most significant judgments and estimates used in preparation
of our consolidated financial statements.  Please refer to the portion of
management's discussion and analysis of financial condition and results of
operations that addresses the allowance for loan losses for a description of our
processes and methodology for determining the allowance for loan losses.

FORMAL AGREEMENT

On  August  18,  2004, the Bank entered a formal written agreement with the OCC,
which  set forth a series of actions necessary to correct identified weaknesses.

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

<TABLE>
<CAPTION>
<S>                                               <C>
REQUIREMENT                                       CORRECTIVE ACTION/STATUS
------------------------------------------------  ------------------------------------------------------------

Appoint a compliance committee to monitor         The Bank established a compliance committee consisting
the Bank's compliance with the Formal             of Directors Palmour, Dunagan, Anderson, and Turner
Agreement.                                        in September 2004.  The committee was previously
                                                  meeting monthly to monitor compliance and report
                                                  monthly to the OCC until its dissolution on January 26,
                                                  2006 after a board resolution was adopted notifying the
                                                  OCC of the Directors' intention to identify, and enter into
                                                  an agreement with, a strategic partner who would either
                                                  purchase the entire institution or a significant interest in
                                                  the institution.

Obtain a permanent President and Senior           President Albert F. Satterwhite and Senior Lender
Lender.                                           Michael S. Lynch, who were previously hired by the
                                                  Bank, both resigned during the third quarter.  The
                                                  Company's Chief Financial Officer, W. Bryan Hendrix
                                                  was named as Acting Bank President during the interim
                                                  and is currently responsible for managing the Bank.
                                                  Jeffery W. Johnson was appointed as the Bank's Acting
                                                  Senior Lender to help during the interim and R. Allen
                                                  Smith was also retained as an advisor to the Board and
                                                  as an OCC liaison.  Pursuant to the board resolution
                                                  adopted on January 26, 2006, the OCC will allow
                                                  Acting President Hendrix and Acting Senior Lender
                                                  Johnson to remain in their positions for up to ninety days
                                                  during the Company's search for a strategic partner.


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

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

By March 31, 2005, achieve and maintain the       At the end of March 2005, the Bank achieved and has
following capital ratios:                         since maintained Tier 1 Capital at least equal to 9% of
  -  Total Capital at least equal to 14%          adjusted total assets. While the Bank obtained Total
     of risk-weighted assets; and                 Capital at least equal to 14% of risk weighted assets at
  -  Tier 1 Capital at least equal to 9% of       March 31, 2005, Total Capital fell below 14% of risk
     adjusted total assets.                       weighted assets from the period of June 30, 2005 to
                                                  September 30, 2005.  At December 31, 2005, Total
                                                  Capital represented 14.51% of risk weighted assets.

Develop, implement and thereafter ensure          Pursuant to the board resolution adopted on January 26,
Bank adherence to a three-year capital            2006, the OCC will waive the completion of an updated
program.                                          three-year capital program for up to 90 days during the
                                                  Company's search for a new strategic partner.

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

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

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


                                       21
<PAGE>
REQUIREMENT                                       CORRECTIVE ACTION/STATUS
------------------------------------------------  ------------------------------------------------------------

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

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

Adopt, implement and thereafter ensure Bank       Pursuant to the board resolution adopted on January 26,
adherence to a written strategic plan for the     2006, the OCC will waive the completion of an updated
Bank covering at least a three-year period.       three-year strategic plan for up to 90 days during the
                                                  Company's search for a new strategic partner.
</TABLE>

Pursuant to the terms of the formal agreement indicated above, the Company had
committed to undertake certain actions, including the maintenance of specified
capital levels, retention of senior management and the formulation of strategic
and capital plans. Following discussions with the OCC, on January 26, 2006, the
Board passed a resolution to identify, and enter into an agreement with, a
strategic partner who would either purchase the entire institution or a
significant interest in the institution, and the OCC has agreed to a ninety day
waiver of certain commitments contained in the formal agreement, namely the
appointment of a President and Senior Lender, the development of a three-year
capital plan, and the development of a strategic plan.


                                       22
<PAGE>
While not meeting these requirements could expose the Bank to further regulatory
actions, and these matters raise a substantial doubt about the Bank's ability to
continue as a going concern, the Bank is currently engaged in discussions with a
potential purchaser.

RESULTS OF OPERATIONS

A net loss of $1,072,000 was incurred for 2005 down $1,818,000 from the net loss
of $2,890,000 that was incurred during 2004.  Our operational results depend to
a large degree on three factors: our net interest income, our provision for loan
losses, and our non-interest expenses.  Net interest income is the difference
between the interest income received on investments (such as loans, investment
securities, and federal funds sold) and the interest expense on deposit
liabilities.  Net interest income decreased to $1,638,000 for the year ended
December 31, 2005 compared to $2,401,000 for the year ended December 31, 2004.
This decrease, however, was offset significantly by the reduction in provision
expense recorded for the allowance for loan losses in 2005.  These items are
discussed in further detail later in the discussion.

The provision for loan losses for 2005 was $225,000 (same amount as it was at
September 30, 2005) versus the $2,275,000 that was expensed for 2004.  This
difference of $2,050,000 or 90% is an indication of the improvement in the
credit quality of the Bank's loan portfolio and of management's continued
efforts to identify and reduce criticized and classified loans.  The current
allowance for loan losses at December 31, 2005 reflects management's estimate of
potential losses inherent and remaining in the loan portfolio.  We believe our
estimates are sufficient to absorb any such losses.

Non-interest income for the year ended December 31, 2005 totaled $79,000
compared to $162,000 in 2004.  Non-interest income includes service charges on
deposit accounts, customer service fees, mortgage origination fee income, and
investment security gains/(losses).  With the closing of the mortgage loan
division at the end of 2004, the Bank's non-interest income derived from
mortgage origination fees declined by $79,000 in 2005.  Non-interest expenses in
2005 were $2,564,000 compared to $2,513,000 in 2004.  The largest component of
non-interest expenses is salaries and benefits, which totaled $1,110,000 for the
year ended December 31, 2005, compared to $1,165,000 for the year ended December
31, 2004.

NET INTEREST INCOME

For the years ended December 31, 2005 and 2004, net interest income totaled
$1,638,000 and $2,401,000, respectively.  This decrease of $763,000 was due to a
lower volume of loan demand during 2005 as well as interest foregone due to
classified loans being placed in a non-earning status.  In addition, this
reduction was part of an ongoing effort by management to seek and reduce
classified and criticized loans by payoff or by their exit from the Bank.
Interest income from loans, including fees, was $2,357,000, which represented a
higher yield of 8.22% in 2005 when compared to the 7.71% yield earned in 2004.
The increase in yield on loans was mostly due to the rising interest rate
environment of 2005, which had a positive impact on the bank's adjustable rate
loans.  This increase was also due to higher rates earned on work-out loans and
other problem credits that the bank retained in its loan portfolio.  Interest
expense totaled $1,056,000 for the year ended December 31, 2005 compared to
$1,144,000 in 2004.  The net interest margin realized on earning assets and the
interest rate spread were 4.27% and 3.99%, respectively, for the year ended
December 31, 2005, as compared to an interest rate margin of 4.53% and interest
rate spread of 4.28% in 2004.


                                       23
<PAGE>
AVERAGE BALANCES AND INTEREST RATES

The table below details the average balances outstanding for each category of
interest earning assets and interest-bearing liabilities for 2005 and 2004 and
the average rate of interest earned or paid thereon.  Average balances have been
derived from the daily balances throughout the period indicated.
<TABLE>
<CAPTION>


                                            For the Year Ended December 31, 2005          For the Year Ended December 31, 2004
                                        --------------------------------------------  --------------------------------------------
                                                                (Amounts presented in thousands)
<S>                                     <C>             <C>            <C>            <C>             <C>            <C>
                                           Average                        Yield/         Average                        Yield/
                                           Balance         Interest        Rate          Balance         Interest        Rate
                                        --------------  -------------  -------------  --------------  -------------  -------------
Assets:
  Interest earning assets:
    Loans (including loan fees)         $      28,687   $       2,357          8.22%  $      43,718   $       3,371          7.71%
    Investment securities                       7,167             261          3.64%          3,163              95          3.00%
    Interest bearing deposits                      49               1          2.04%              -               -             -
    Federal funds sold                          2,480              75          3.02%          6,165              80          1.30%
                                        --------------  -------------  -------------  --------------  -------------  -------------
  Total interest earning assets                38,383           2,694          7.02%         53,046           3,546          6.68%
  Other non-interest earnings assets            3,620                                         2,830
                                        --------------                                --------------

        Total assets                    $      42,003                                 $      55,876
                                        ==============                                ==============

Liabilities and stockholders' equity:
  Interest-bearing liabilities:
    Deposits:
      Interest-bearing demand           $         390   $           6          1.54%  $         451   $           4           .89%
      Savings and money market                  3,652              55          1.51%          4,746              51          1.07%
      Time                                     30,862             995          3.22%         42,517           1,089          2.56%
    Other                                           2               -             -               -               -             -
                                        --------------  -------------  -------------  --------------  -------------  -------------
Total interest-bearing liabilities             34,906           1,056          3.03%  $      47,714           1,144          2.40%
Other non-interest bearing
    liabilities                                 3,147                                         2,950
Stockholders' equity                            3,950                                         5,212
                                        --------------                                --------------

        Total liabilities and
          stockholders' equity          $      42,003                                 $      55,876
                                        ==============                                ==============

Excess of interest-earning assets
  over interest-bearing liabilities     $       3,477                                 $       5,332
                                        ==============                                ==============

Ratio of interest-earning assets
  to interest-bearing liabilities              109.96%                                       111.18%

Net interest income                                     $       1,638                                 $       2,401
                                                        =============                                 =============

Net interest spread                                                            3.99%                                         4.28%
                                                                       =============                                 =============

Net interest margin                                                            4.27%                                         4.53%
                                                                       =============                                 =============
</TABLE>

Non-accrual loans are included in average loan balances during the periods
presented.


                                       24
<PAGE>
VOLUME/RATE ANALYSIS

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

<TABLE>
<CAPTION>
                                          2005 COMPARED TO 2004
                                  INCREASE (DECREASE) DUE TO CHANGES IN
                                    VOLUME        RATE          NET
                                 ------------  -----------  ------------
<S>                              <C>           <C>          <C>
CHANGE
------
Interest income on:
    Loans (including loan fees)  $    (1,234)  $       221  $    (1,013)
    Investment securities                146            20          166
    Interest bearing deposits              1             -            1
    Federal funds sold                  (112)          107           (5)
                                 ------------  -----------  ------------
                                      (1,199)          348         (851)
                                 ------------  -----------  ------------

Interest expense on:
    Interest-bearing demand               (1)            3            2
    Savings and money market             (16)           20            4
    Time                                (376)          282          (94)
                                 ------------  -----------  ------------
                                        (393)          305          (88)
                                 ------------  -----------  ------------

                                 $      (806)  $        43  $      (763)
                                 ============  ===========  ============
</TABLE>


INTEREST RATE SENSITIVITY AND ASSET LIABILITY MANAGEMENT

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

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


                                       25
<PAGE>
nature of its definition and due to its inherent assumption that all assets will
reprice immediately and fully at the contractually designated time.  At December
31, 2005, the Bank, as measured by Gap, is in a liability sensitive position
within one year.  Management has several tools available to it to evaluate and
affect interest rate risk, including deposit pricing policies and changes in the
mix of various types of assets and liabilities.

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

The following table summarizes the amounts of interest-earning assets and
interest-bearing liabilities outstanding at December 31, 2005, that are expected
to mature, prepay, or reprice in each of the future time periods shown.  Except
as stated below, the amount of assets or liabilities that mature or reprice
during a particular period was determined in accordance with the contractual
terms of the asset or liability.  Adjustable rate loans are included in the
period in which interest rates are next scheduled to adjust rather than in the
period in which they are due, and fixed rate loans and mortgage-backed
securities are included in the periods in which they are anticipated to be
repaid based on scheduled maturities. The Bank's savings accounts and
interest-bearing demand accounts, which are generally subject to immediate
withdrawal, are included in the "Three Months or Less" category, although
historical experience has proven these deposits to be more stable over the
course of a year.

<TABLE>
<CAPTION>
                                                            At December 31, 2005
                                                          Maturing or Repricing in
                                                          ------------------------
                                                            (dollars in thousands)


                                           Three Months    Four Months     1 to 5    Over 5
                                             or Less       to 12 Months    Years     Years     Total
                                          --------------  --------------  --------  --------  -------
<S>                                       <C>             <C>             <C>       <C>       <C>
Interest-earning assets:
    Investment securities                 $           -   $         194   $ 5,538   $ 2,693   $ 8,425
    Federal funds sold                               95               -         -         -        95
    Loans                                        13,463           3,830     8,129        93    25,515
                                          --------------  --------------  --------  --------  -------

Total interest-bearing assets                    13,558           4,024    13.667     2,786    34,035
                                          --------------  --------------  --------  --------  -------

Interest-bearing liabilities:
    Deposits:
    Savings and demand                            2,977               -         -         -     2,977
    Time deposits                                 2,285          18,679     7,486         -    28,450
                                          --------------  --------------  --------  --------  -------

Total interest-bearing liabilities                5,262          18,679     7,486         -    31,427
                                          --------------  --------------  --------  --------  -------

Interest sensitive difference per period          8,296         (14,655)    6,181     2,786   $ 2,608
                                          --------------  --------------  --------  --------  =======
Cumulative interest sensitivity
    difference                            $       8,296   $      (6,359)  $  (178)  $ 2,608
                                          ==============  ==============  ========  ========
Cumulative difference to total
    interest earning assets                       24.38%        (18.68)%    (.52)%     7.66%
                                          ==============  ==============  ========  ========
</TABLE>


                                       26
<PAGE>
At December 31, 2005, the difference between the Bank's liabilities and assets
repricing or maturing within one year was $6,359,000.  Due to an excess of
liabilities re-pricing or maturing within one year, an increase in interest
rates could cause the Bank's net interest income to decrease.  Because the
liabilities that will be re-pricing in the next year were originally made at
higher promotional rates, we believe that our liability sensitive position will
not substantially impact net interest income despite rising interest rates,
since deposit rates are typically managed based on loan demand and current
liquidity levels.

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

PROVISION  AND  ALLOWANCE  FOR  LOAN  LOSSES

The provision for loan losses is the charge to operating earnings that
management believes is necessary to maintain the allowance for loan losses at an
adequate level.  The provision charged to expense was $225,000 for the year
ended December 31, 2005 as compared to the $2,275,000 that was charged against
earnings in 2004.  The loan portfolio decreased by approximately $6.8 million
during the year ended December 31, 2005.  The allowance for loan losses was
$785,000 or 3.08% of gross loans at December 31, 2005 compared to $990,000 or
3.07% of gross loans at December 31, 2004.  The $205,000 or 21% decrease in the
allowance to loan loss is reflective of the reduction in criticized and
classified loans during 2005.  Classified loans as of December 31, 2005
represented 22% of total gross loans and the actual reserves allotted for these
loans represented 73% of the total allowance for loan losses.

There are risks inherent in making all loans, including risks with respect to
the period of time over which loans may be repaid, risks resulting from changes
in economic and industry conditions, risks inherent in dealing with individual
borrowers, and, in the case of a collateralized loan, risks resulting from
uncertainties about the future value of the collateral.  We anticipate
maintaining an allowance for loan losses based on, among other things,
historical experience, an evaluation of economic conditions, and regular reviews
of delinquencies and loan portfolio quality.  Our judgment about the adequacy of
the allowance is based upon a number of assumptions about future events, which
we believe to be reasonable, but which may not prove to be accurate.  Thus,
there is a risk that charge-offs in future periods could exceed the allowance
for loan losses or that substantial additional increases in the allowance for
loan losses could be required.  Our loan loss reserve methodology incorporates
any anticipated write-downs and charge-offs in all problem loans identified by
management, credit review services and regulatory authorities.  We consider the
current allowance for loan losses to be adequate to sustain any estimated or
potential losses based on the Bank's internal analysis and on credit review
examinations conducted by regulatory authorities and third-party review
services.  The additions to the allowance for loan losses in 2005 and 2004
resulted in both a decrease in earnings and in capital.


                                       27
<PAGE>
The allocation of the allowance for loan losses by loan category at the date
indicated is presented below (dollar amounts are presented in thousands:

<TABLE>
<CAPTION>
                                                                       DECEMBER 31,
                                                       2005                                   2004
                                        ------------------------------------  ------------------------------------

                                                           Percent of loans                      Percent of loans
                                                           in each category                      in each category
                                             Amount         to total loans         Amount         to total loans
                                        -----------------  -----------------  -----------------  -----------------
<S>                                     <C>                <C>                <C>                <C>

Commercial, financial and agricultural  $             137                17%  $             162                22%
Real estate - mortgage                                471                60%                232                49%
Real estate - construction                             75                10%                450                 5%
Consumer                                              102                13%                146                24%
                                        -----------------  -----------------  -----------------  -----------------
                                        $             785               100%  $             990               100%
                                        =================  =================  =================  =================
</TABLE>


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

<TABLE>
<CAPTION>
                                                             FOR THE YEARS ENDED DECEMBER 31,
                                                                2005                2004
                                                         ------------------  ------------------
<S>                                                      <C>                 <C>
          Balance at the beginning of period             $             990   $             566
          Charge-offs:
            Commercial, financial and agricultural                       -                 811
            Real estate - mortgage                                     272                 346
            Real estate - construction                                 251                 459
          Consumer                                                     255                 433
                                                         ------------------  ------------------
          Total Charged-off                                            778               2,049
                                                         ------------------  ------------------

          Recoveries:
            Commercial, financial and agricultural                      32                 142
            Real estate - mortgage                                     239                   -
            Real estate - construction                                   -                  24
          Consumer                                                      77                  32
                                                         ------------------  ------------------
          Total Recoveries                                             348                 198
                                                         ------------------  ------------------

          Net Charge-offs                                              430               1,851
                                                         ------------------  ------------------

          Provision for Loan Loss                                      225               2,275
                                                         ------------------  ------------------

          Balance at end of period                       $             785   $             990
                                                         ==================  ==================

          Total loans at end of period                   $          25,515   $          32,292
          Average loans outstanding                      $          28,687   $          43,718

          As a percentage of average loans:
              Net loans charged-off                                   1.50%               4.23%
              Provision for loan losses                                .78%               5.20%

          Allowance for loan losses as a percentage of:
              Year end loans                                          3.08%               3.07%
</TABLE>


                                       28
<PAGE>
The following table summarizes non-performing assets and the income that would
have been reported on non-accrual loans as of December 31, 2005 and 2004
(amounts are presented in thousands):

<TABLE>
<CAPTION>
                                                      DECEMBER 31,
                                                   ------------------
                                                     2005      2004
                                                   --------  --------
<S>                                                <C>       <C>
          Other real estate and repossessions      $   839   $ 1,973
          Non-accrual loans                            778     1,730
          Accruing loans 90 days or more past due       80         -
                                                   --------  --------
          Total non-performing assets              $ 1,697   $ 3,703
                                                   ========  ========
          As a percentage of gross loans:             6.65%    11.47%
</TABLE>

A loan is placed on non-accrual status when, in management's judgment, the
collection of interest appears doubtful. As a result of management's ongoing
review of the loan portfolio, loans are classified as non-accrual when
management believes that, after considering economic and business conditions and
collection efforts, the borrower's financial condition is such that collection
of interest is doubtful. Generally, loans are placed on nonacrual status when
principal or interest payments are past due for more than 90 days.  Exceptions
are allowed for loans past due greater than 90 days when such loans are well
secured and in process of collection.  The $80,309 loan at the end of 2005 was
transferred to a non-accrual status the next business day in accordance with
bank policy.  At December 31, 2005, there were $778,000 in loans outstanding,
which were accounted for as non-accrual loans whereas there were $1,730,000 in
outstanding loans accounted for as non-accrual loans at December 31, 2004, a
difference of $952,000 or 55%.  Additionally, the $2,006,000 or 54% decline in
non-performing assets from December 31, 2004 to December 31, 2005 attributed to
the lower provision for loan loss expense in 2005 and allowed management to
maintain lower loan loss reserves for the year.  Interest income that would have
been reported on the non-accrual loans in 2005 totaled $46,533 and in 2004
totaled $109,830.

The Bank classifies all loans whose collection status is in doubt.  As of
December 31, 2005, there were no loans not currently past due, on non-accrual,
or restructured where the Bank had serious doubts regarding the borrower(s)
ability to repay the debt.

NON-INTEREST INCOME AND EXPENSE

Non-interest income for the year ended December 31, 2005 totaled $79,000 as
compared to $162,000 for the year ended December 31, 2004.  This decrease in
non-interest income was primarily due to the $79,000 decline in mortgage loan
origination fees.   After the mortgage loan division was closed at the end of
2004, there was little demand for mortgage loan origination during 2005.  All
mortgage requests received in 2005 were processed by the bank's lending staff
and underwritten and funded by an outside mortgage broker.

Total non-interest expense for the year ended December 31, 2005 was $2,564,000
as compared to $2,513,000 for the same period in 2004.  Salaries and benefits,
the largest component of non-interest expense, totaled $1,109,000 for the year
ended December 31, 2005, compared to $1,165,000 for the same period a year ago.
Salary and benefits expense decreased primarily due to the downsizing of two
staff positions and the resignation of three officers, two of which were members
of senior management.  Occupancy totaled $373,000 for the year ended December
31, 2005, compared to $307,000 for the year ended December 31, 2004.  Occupancy
expense increased primarily due to one full year of expense in the Bank's new
main office building at 807 Dorsey Street.  Accordingly, the Bank incurred
higher utility, maintenance, and depreciation costs associated with the use of a
larger facility.  Professional fees totaled $256,000 for the year ended December
31, 2005, compared to $267,000 for 2004.  The decrease in


                                       29
<PAGE>
professional fees was mostly due to $39,000 in placement fees for the
recruitment and replacement of key personnel as in 2004 as well as lower fees
incurred during 2005 for credit review and other outside services.

Other  non-interest  expenses were $825,000 for the year ended December 31, 2005
as  compared to $775,000 for the year ended December 31, 2004.  This increase is
due  primarily  to  expenses of $249,000 related to the acquisition, maintenance
and  sale  of foreclosed and repossessed property.  In addition, higher FDIC and
OCC  assessments  of $92,549 for 2005 as compared to $37,507 for the same period
in  2004,  also  contributed  to  the  increase  in  non-interest  expense.

INCOME TAXES

For the year ended December 31, 2005, the Company's net loss did not reflect any
tax benefit or expense whereas the net loss in 2004 reflected a tax expense of
$665,000.  The majority of the 2004 expense was a reversal of a $650,000 tax
benefit recognized at the end of 2003. Prior to 2003, the Company did not
recognize a deferred tax asset as the ultimate realization of these assets were
in doubt as the Company had not reported a consistent level of earnings which
would support the recognition of the deferred tax asset.  As of December 31,
2003, the Company had generated nine consecutive months of net income primarily
from core earnings which, at that time, management believed was indicative of
the Company's ability to continue to generate taxable income and allowed the
recognition of the deferred tax asset.  However, during 2004 when it became
apparent that the Company would not continue to generate taxable income at a
consistent level, the tax benefit recognized in 2003 had to be reversed and
recorded against current 2004 earnings.

FINANCIAL CONDITION

Total assets decreased $10,130,000, or 21% from December 31, 2004 to December
31, 2005.  The primary source of reduction was in net loans, which decreased
$6,572,000 or 21%, during the year ended December 31, 2004.  The Bank
anticipated a decline in the loan portfolio during 2005, with the replacement of
run-off and problem loans coupled with limited and flat loan growth for the year
as part of management's overall restructuring of the Bank.  This decline was
intended by management to address the Bank's credit quality issues, but was not
required by the Formal Agreement.  Investment securities available-for-sale
increased $3,076,000 from $5,349,000 at December 31, 2004 to $8,425,000 at
December 31, 2005. Federal funds sold decreased $5,206,000 from $5,301,000 at
December 31, 2004 to $95,000 at December 31, 2005 as excess funds were invested
in higher yielding securities and loans, when demand warranted.  Also, with
slower loan growth, funds were managed at a lower level in 2005 since the Bank
was not required to pay higher interest rates on new deposits to help fund loan
demand or to match local market rates on existing deposits to maintain adequate
liquidity.

Total deposits decreased $9,785,000, or 22% during 2005.  This decrease was also
part of management's ongoing efforts to reduce the overall size of the Bank by
matching funding levels with loan balances and maturities.  In addition, the
Bank's local deposit market is very competitive, and the Bank will at times lose
deposits to financial institutions paying the highest and most attractive
interest rates and terms.  If needed, management believes it can raise the
Bank's interest rates or match local deposit rates to attract new funds or
retain existing deposits


                                       30
<PAGE>
LOANS

Gross loans totaled $25,515,000 at December 31, 2005, a decrease of $6,777,000
or 21% since December 31, 2004.  This reduction was part of an ongoing effort by
management to seek and reduce classified and criticized loans by payoff or by
their exit from the bank.  Management anticipated that this effort would
continue through-out 2005.  Balances within the major loans receivable
categories as of December 31, 2005 and December 31, 2004 are as follows (amounts
are presented in thousands):
<TABLE>
<CAPTION>



                                              2005           2004
                                             -------        -------
<S>                                          <C>      <C>   <C>      <C>
     Commercial, financial and agricultural  $ 4,420   17%  $ 7,043   22%
     Real estate - mortgage                   15,346   60%   15,822   49%
     Real estate - construction                1,479    6%    1,783    5%
     Consumer                                  4,270   17%    7,644   24%
                                             -------  ----  -------  ----
                                             $25,515  100%  $32,292  100%
                                             =======  ====  =======  ====
</TABLE>

As of December 31, 2005, maturities of loans in the indicated classifications
were as follows (amounts are presented in thousands):

<TABLE>
<CAPTION>
                                 Real Estate
                    Commercial     Mortgage    Consumer    Total
                    -----------  --------------------------------
<S>                 <C>          <C>           <C>        <C>
     Within 1 year  $     2,364  $      8,028  $   1,554  $11,946
                    -----------  ------------  ---------  -------
     1 to 5 years         2,060         7,745      2,618   12,423
     Over 5 years             -         1,051         95    1,146
                    -----------  ------------  ---------  -------
       Totals       $     4,424  $     16,824  $   4,267  $25,515
                    ===========  ============  =========  =======
</TABLE>

As of December 31, 2005, the interest terms of loans in the indicated
classification for the indicated maturity ranges are as follows (amounts are
presented in thousands):

<TABLE>
<CAPTION>
                          Fixed Interest   Variable Interest
                               Rates             Rates            Total
                          ---------------  ------------------  -----------
<S>                       <C>              <C>                 <C>
          Commercial
            1 to 5 years  $         1,150  $            1,105  $     2,255
            Over 5 years                -                   -            -

          Real estate
            1 to 5 years            3,375               4,357        7,732
            Over 5 years                -               1,050        1,050

          Consumer
            1 to 5 years            2,627                  48        2,675
            Over 5 years               95                   -           95
</TABLE>

INVESTMENT SECURITIES

Investment securities available-for-sale increased to $8,425,000 at December 31,
2005 from $5,349,000 at December 31, 2004.  This increase was primarily the
result of excess funds created from the slow down in loan growth and the
Company's intent to restructure the Bank and not to re-finance particular loans.
All of the Bank's marketable investment securities were designated as
available-for-sale at December 31, 2005 and 2004.


                                       31
<PAGE>
The following table presents the investments by category at December 31, 2005
and 2004 (amounts are presented in thousands):

<TABLE>
<CAPTION>
                                     2005                    2004
                            -----------------------  -----------------------
                            Amortized    Estimated   Amortized    Estimated
                               Cost     Fair Value      Cost     Fair Value
                            ----------  -----------  ----------  -----------
<S>                         <C>         <C>          <C>         <C>
U.S. Government agencies    $    3,990  $     3,919  $    1,499  $     1,485
Mortgage-backed securities       4,608        4,506       3,887        3,864
                            ----------  -----------  ----------  -----------

                            $    8,598  $     8,425  $    5,386  $     5,349
                            ==========  ===========  ==========  ===========
</TABLE>


The following table presents the maturities of investment securities at carrying
value and the weighted average yields for each range of maturities presented as
of December 31, 2005 (amounts are presented in thousands):

<TABLE>
<CAPTION>
                                       U.S.      Weighted    Mortgage    Weighted
                                    Government    Average     Backed      Average
                                     Agencies     Yields    Securities    Yields
                                    -----------  ---------  -----------  ---------
<S>                                 <C>          <C>        <C>          <C>
     3 Months or Less               $         -  N/A        $         -  N/A
     After 3 Months through 1 Year  $         -  N/A        $       195      3.00%
     After 1 through 5 years        $     2,495      3.45%  $     3,163      3.66%
     Over 5 years                   $     1,495      5.08%  $     1,250      3.80%
</TABLE>

DEPOSITS

At December 31, 2005, total deposits decreased by $9,785,000, or 22% from
December 31, 2004. Demand deposits (interest bearing and non-interest bearing)
increased $392,000 or 13% during 2005 whereas time deposits decreased
$8,011,000, or 22% during the same time period.

Balances within the major deposit categories as of December 31, 2005 and
December 31, 2004 are as follows (amounts are presented in thousands):

<TABLE>
<CAPTION>
                                                 2005     2004
                                                -------  -------
<S>                                             <C>      <C>
          Non-interest-bearing demand deposits  $ 2,515  $ 2,325
          Interest-bearing demand deposits          937      735
          Savings deposits                        2,040    4,206
          Time deposits                          22,020   26,037
          Time deposits over $100,000             6,430   10,424
                                                -------  -------
                                                $33,942  $43,727
                                                =======  =======
</TABLE>


                                       32
<PAGE>
Maturities of time certificates of deposit of $100,000 or more outstanding at
December 31, 2005 are summarized as follows (amounts are presented in
thousands):

<TABLE>
<CAPTION>
<S>                                  <C>
          Within 3 months            $  554
          After 3 through 6 months    2,525
          After 6 through 12 months   2,063
          After 12 months             1,288
                                     ------

          Total                      $6,430
                                     ======
</TABLE>


CAPITAL  RESOURCES

Total stockholders' equity decreased from $3,918,000 at December 31, 2004 to
$3,774,000 at December 31, 2005.  This decrease was attributable to the $149,000
increase in the unrealized loss on the Bank's investment security portfolio at
December 31, 2005, which is reflected in the accumulated other comprehensive
loss at the end of 2005. Stockholders' Equity at the end of 2005 otherwise would
have remained at the same level that was reported a year ago.  The net loss of
$1,072,000 for 2005 was actually offset by the $1,076,000 in capital
contributions received through-out the year.

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

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

The following table summarizes the Bank's risk-based capital ratios at December
31, 2005:

<TABLE>
<CAPTION>
<S>                                                   <C>
          Tier 1 capital (to risk-weighted assets)    13.2%
          Total capital (to risk-weighted assets)     14.5%
          Tier 1 capital (to total average assets)     9.2%
</TABLE>

Under the terms of the Formal Agreement with the OCC, the Bank was required to
achieve and maintain by March 31, 2005 capital ratios of Total Capital (to
risk-weighted assets) of 14.0% and Tier 1 Capital (to adjusted quarterly average
total assets) of 9.0%.  As indicated in the table above, the Bank, as of
December 31, 2005, met the minimum capital ratios of 14.0% for Total Capital (to
risk-weighted assets) and 9.0% for the Tier 1 Capital (to adjusted quarterly
average total assets) as required by the Formal Agreement.


                                       33
<PAGE>
LIQUIDITY

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

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

The Bank maintains relationships with correspondent banks that can provide funds
to it on short notice, if needed.  Presently, the Bank has arrangements with
commercial banks for short term unsecured advances up to $2,900,000. No amounts
were advanced on these lines at December 31, 2005.

Cash and cash equivalents as of December 31, 2005 decreased $5,651,000 from
December 31, 2004.  Net cash used by operating activities totaled $722,000 in
2005.  Outflows to financing activities totaled $8,899,000, which were
attributable to net decreases in deposits of $9,785,000 while financing
activities resulting from the issuance of common stock provided the Company cash
proceeds in the amount of $1,076,000.

During 2005, investing activities provided $3,969,000 to cash and cash
equivalents.  A decrease in net loans provided approximately $5,440,000, while
maturities, calls and principal pay-downs of investment securities
available-for-sale provided another $1,272,000.  Also, proceeds from the sale of
Other Real Estate provided an additional $1,828,000 to cash and cash
equivalents.  Cash from investing activities was used for $4,568,000 in
purchases of investment securities available-for-sale and equity securities with
no readily available market value.

OFF BALANCE SHEET ARRANGEMENTS

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

Since certain commitments are expected to expire without being drawn upon, the
total commitment amounts do not necessarily represent future cash requirements.
We use the same credit policies in making commitments to extend credit as we do
for on-balance-sheet instruments.  Collateral held for


                                       34
<PAGE>
commitments to extend credit varies but may include unimproved and improved real
estate, certificates of deposit or personal property.

The following table summarizes our off-balance-sheet financial instruments whose
contract amounts represent credit risk as of December 31, 2005:

<TABLE>
<CAPTION>
<S>                                     <C>
          Commitments to extend credit  $2,699,000
          Standby letters of credit     $  294,000
</TABLE>

INFLATION

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

SELECTED RATIOS

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

<TABLE>
<CAPTION>
<S>                                         <C>       <C>
                                               2005      2004
                                            --------  --------

          Net loss to:
            Average stockholders' equity    (27.14)%  (55.45)%
            Average assets                   (2.55)%   (5.17)%
          Dividends to net loss                   -         -
          Average equity to average assets     9.40%     9.33%
</TABLE>



RECENT  ACCOUNTING  PRONOUNCEMENTS

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


                                       35
<PAGE>
ITEM 7.     FINANCIAL STATEMENTS

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

     -    Report of Independent Registered Public Accounting Firm;

     -    Consolidated Balance Sheets;

     -    Consolidated Statements of Operations;

     -    Consolidated Statements of Comprehensive Income (Loss);

     -    Consolidated Statements of Changes in Stockholders' Equity;

     -    Consolidated Statements of Cash Flows; and

     -    Notes to Consolidated Financial Statements.


                                       36
<PAGE>
ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL
            DISCLOSURE.

     Not applicable.

ITEM 8A.    CONTROLS AND PROCEDURES.

     As of the end of the period covered by this Annual Report on Form 10-KSB,
our principal executive and financial officer evaluated the effectiveness of our
"disclosure controls and procedures" ("Disclosure Controls").  Disclosure
Controls, as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), are procedures that are designed with the
objective of ensuring that information required to be disclosed in our reports
filed under the Exchange Act, such as this Annual Report, is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms.  Disclosure Controls are
also designed with the objective of ensuring that such information is
accumulated and communicated to our management, including the CEO and CFO, as
appropriate to allow timely decisions regarding required disclosure.

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

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

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

ITEM 8B.    OTHER INFORMATION

     Not Applicable.

                                    PART III

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

DIRECTORS

     The Company's Board of Directors consists of 7 members and is divided into
three classes.  Each class of directors serves a staggered three-year term.  The
term of each class expires at the annual meeting in the years indicated below
and upon the election and qualification of the director's successor.  The
following table shows for each director:  (a) his or her name; (b) his or her
age at December 31,


                                       37
<PAGE>
2005; (c) how long he or she has been a director of the Company; (d) his or her
position(s) with the Company, other than as a director; and (e) his or her
principal occupation and business experience. Unless otherwise indicated, each
director has served continuously in his or her current occupation for the past
five years. Each of the directors listed below is also a director of the
National Bank of Gainesville.


<TABLE>
<CAPTION>
<S>                             <C>       <C>
                                DIRECTOR  POSITION WITH THE COMPANY
NAME (AGE)                      SINCE     AND BUSINESS EXPERIENCE
------------------------------  --------  --------------------------------------------------------

CLASS I DIRECTORS:
(Term Expiring 2007)

Ann M. Palmour* (68)                      Chairman of the Company; Owner of Palmour
                                2000      Properties (a real estate development company).

Dr. Wendell A. Turner (48)      2001      Medical doctor, Lanier OB-GYN Associates.

CLASS II DIRECTORS:
(Term Expiring 2008)

Paula M. Allen (66)             2000      Principal of Allen & Associates, Inc. (a real estate
                                          investment and management company).

Shelley Palmour Anderson* (40)  2000      Treasurer of the Company; Agent for State Farm
                                          Insurance.

CLASS III DIRECTORS:
(Term Expiring 2006)

Kathy L. Cooper (43)            2000      Secretary of the Company; President of Cooper Family
                                          Enterprises (owns and operates two poultry operations, a
                                          cattle farm, a Christmas tree farm/trim shop, a grading
                                          company, several rental properties); Associate Broker
                                          with Southern Heritage Land Co.

Lanny W. Dunagan (53)           2002      Sole owner of Lanny Dunagan's Welding Service.

Gilbert T. Jones, Sr. (67)      2000      Retired; sole owner of Great Southern Resource &
                                          Investment, Inc. (a development and construction
                                          company).
</TABLE>

__________________________________
*     Ann M. Palmour is the mother of Shelley Palmour Anderson.


                                       38
<PAGE>
EXECUTIVE OFFICER

     The table below shows the following information for the Company's executive
officer:  (a) his name; (b) his age at December 31, 2005; (c) how long he has
been an officer or significant employee of the Company; (d) his positions with
the Company and the Bank; and (e) his principal occupation for the last five
years:

<TABLE>
<CAPTION>
                           HELD
                         POSITION     POSITION WITH THE COMPANY
NAME (AGE)                 SINCE      AND BUSINESS EXPERIENCE
---------------------  -------------  --------------------------------------------------------------
<S>                    <C>            <C>
W. Bryan Hendrix (43)           2004  Chief Financial Officer of the Company and the Bank;
                                      Acting Principal Executive Officer of the Company and
                                      Acting President and Chief Executive Officer of the Bank;
                                      Previously, First Vice President and Controller of Gainesville
                                      Bank & Trust in Gainesville, Georgia from 1996 until 2004;
                                      Vice-President and Audit Manager of First National
                                      Bancorp, Inc. from 1984 to 1996.
</TABLE>

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, its executive officer, and persons who own beneficially more than 10%
of the Company's outstanding common stock to file with the Securities and
Exchange Commission initial reports of ownership and reports of changes in their
ownership of the Company's common stock.  The directors, its executive officer,
and greater than 10% shareholders are required to furnish the Company with
copies of the forms they file.  To our knowledge, based solely on a review of
the copies of these reports furnished to the Company, all of our directors and
our executive officer complied with all applicable Section 16(a) filing
requirements during 2005.

CODE OF ETHICS

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


                                       39
<PAGE>
ITEM 10.    EXECUTIVE COMPENSATION.

     The following table sets forth the annual and long-term compensation for
services in all capacities to the Company for the fiscal years 2005, 2004 and
2003 for all individuals serving as the Company's Chief Executive Officer during
2005.  No other executive officer received a combined payment of salary and
bonus in excess of $100,000 for services rendered to the Company during 2005.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                              Long Term
                              Annual Compensation        Compensation Awards
-----------------------  ------------------------------  --------------------  -----------------

                                                         Number of Securities      All Other
Name and Position        Year  Salary ($)    Bonus ($)    Underlying Options   Compensation ($)1
-----------------------  ----  -----------  -----------  --------------------  -----------------
<S>                      <C>   <C>          <C>          <C>                   <C>
Albert F. Satterwhite,   2005       90,667           --                    --                312
Former CEO               2004       80,917           --                    --                384
                         2003           --           --                    --                 --

W. Bryan Hendrix,        2005      121,833           --                20,000                468
Chief Financial Officer  2004       22,000           --                    --                 78
  and Acting CEO         2003           --           --                    --                 --

<FN>
1     Represents life insurance premiums.
</TABLE>


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

OPTION GRANTS IN LAST FISCAL YEAR

     The following table provides details regarding the stock options granted in
2005 to the executive officers named in the summary compensation table.  The
options described below are fully vested.

<TABLE>
<CAPTION>
                                               Percentage of Total Options    Exercise
                       Securities Underlying       Granted to Employees        Price     Expiration
Name                     Option Grants (#)           During 2005 (%)         ($/share)      Date
---------------------  ----------------------  ----------------------------  ----------  ----------
<S>                    <C>                     <C>                           <C>         <C>
Albert F. Satterwhite                      --                           --           --          --

W. Bryan Hendrix                       20,000                         60.6%  $     5.00  10/20/2015
</TABLE>


                                       40
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

     The following table sets forth information as of December 31, 2005
concerning stock options held by the executive officers named in the summary
compensation table.  The named executive officers did not exercise any options
to purchase common stock of the Company during 2005.  We have not granted any
stock appreciation rights, restricted stock or stock incentives other than stock
options.

<TABLE>
<CAPTION>

                                                        Number of Securities            Value of Unexercised In-the
                                                       Underlying Unexercised                Money Options at
                                                    Options at December 31, 2005             December 31, 2005
                                                   -------------------------------  ---------------------------------

                          Shares
                       Acquired on      Value
Name                   Exercise (#)  Realized ($)    Exercisable     Unexercisable     Exercisable     Unexercisable
---------------------  ------------  ------------  ---------------  ---------------  ---------------  ---------------
<S>                    <C>           <C>           <C>              <C>              <C>              <C>
Albert F. Satterwhite            --            --               --               --               --               --

W. Bryan Hendrix                 --            --               --           20,000               --               --
</TABLE>

     There is no active trading market for the Company's common stock.  The
in-the-money value of the options was based on a value equal to $4.00 per share,
which was the price of the Company's ongoing public offering.  Since the
exercise price of the options is $5.00 per share, the options are not
in-the-money.

EMPLOYMENT AGREEMENTS

     On October 20, 2005, the Company entered into an employment agreement with
Mr. Hendrix regarding his employment as the Chief Financial Officer of the
Company.  Under the terms of his employment agreement, Mr. Hendrix is entitled
to an annual salary of $130,000 per year.  In the event of a change of control,
as defined in the employment agreement, Mr. Hendrix is entitled to one year's
salary if he is terminated within one year, or resigns within 90 days, of the
change of control.

COMPENSATION OF DIRECTORS

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

STOCK OPTION PLAN

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


                                       41
<PAGE>
ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The following table sets forth the number of shares of the Company's common
stock beneficially owned as of December 31, 2005 by (a) each director and
executive officer named in the Summary Compensation Table and (b) the executive
officer and all directors, as a group.  The information shown below is based
upon information furnished to the Company by the named persons.  Other than the
directors, executive officer, and shareholder listed below, we are unaware of
any holder of more than 5% of the Company's common stock.

     Information relating to beneficial ownership of the Company is based upon
"beneficial ownership" concepts set forth in the rules promulgated under the
Securities Exchange Act.  Under these rules a person is deemed to be a
"beneficial owner" of a security if that person has or shares "voting power,"
which includes the power to vote or to direct the voting of a security, or
"investment power," which includes the power to dispose or to direct the
disposition of a security.  Under the rules, more than one person may be deemed
to be a beneficial owner of the same securities.  A person is also deemed to be
a beneficial owner of any security as to which that person has the right to
acquire beneficial ownership within sixty (60) days of December 31, 2005.


<TABLE>
<CAPTION>
                               EXERCISABLE    TOTAL
                    NUMBER OF  WARRANTS &   BENEFICIAL   % OF       NATURE OF BENEFICIAL
NAME                 SHARES      OPTIONS    OWNERSHIP   CLASS             OWNERSHIP
------------------  ---------  -----------  ----------  ------  -----------------------------
<S>                 <C>        <C>          <C>         <C>     <C>
DIRECTORS:

Paula Allen            27,500       11,667      39,167    3.9%

Shelley Anderson       22,632        6,734      29,366    2.9%

Kathy Cooper           18,299        6,667      24,966    2.5%  Includes 500 shares held by
                                                                Husband and 300 shares held
                                                                by Children

Lanny Dunagan          38,848       13,334      52,182    4.0%  Includes 500 shares held
                                                                jointly with Son.

Gilbert Jones, Sr.     45,732       20,534      66,266    6.5%  Includes 500 shares held as
                                                                joint custodian for
                                                                Grandchildren


Ann Palmour            57,268       13,358      70,626    7.0%  Includes 5,000 shares held by
                                                                Husband.

Wendell Turner         74,133       27,067     101,200    9.9%

EXECUTIVE OFFICER:

Bryan Hendrix           7,166            0       7,166      *


ALL DIRECTORS AND EXECUTIVE OFFICER AS A GROUP (8 PERSONS):
                    ---------  -----------  ----------  ------
                      291,578       99,361     390,939   35.8%
                    ---------  -----------  ----------  ------

5% SHAREHOLDER:

Roger P. Martin        47,267       30,600      77,867    7.6%
</TABLE>


*     Represents less than 1%.


                                       42
<PAGE>
     The table below sets forth information regarding shares of the Company's
common stock authorized for issuance under the following the Company equity
compensation plans or agreements:

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

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

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

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

<TABLE>
<CAPTION>
                                                                                       Number of securities
                                                                                        remaining available
                                                                                        for future issuance
                                                                                         under the equity
                                           Number of securities                         compensation plans
                                            to be issued upon      Weighted-average      (excluding shares
                                               exercise of        exercise price of         subject to
                                           outstanding options   outstanding options   outstanding options)
------------------------------------------------------------------------------------------------------------
<S>                                        <C>                   <C>                   <C>

Equity compensation plans approved by
security holders                                         53,001  $               6.89                 62,000

Equity compensation plans not approved by
security holders                                        260,060  $               8.08                      -

Total                                                   313,061  $               7.88                 62,000
</TABLE>

     NON-QUALIFIED STOCK OPTION AGREEMENT WITH R. ALLEN SMITH.  On September 20,
2005 the Company entered a consulting agreement with Mr. Smith, pursuant to
which the Company issued a warrant to Mr. Smith to purchase 100,000 shares of
the Company's common stock at an exercise price of $5.00 per share.  One-third
of the option was vested and exercisable upon grant, with the remaining thirds
vesting on an annual basis.

     WARRANT AGREEMENTS WITH CERTAIN OF THE COMPANY'S DIRECTORS.  On March 25,
2002 the Company issued warrants to its directors to purchase an aggregate of
199,736 shares of the Company's common stock at an exercise price of $10.00 per
share.  The warrants become exercisable in one-third annual increments beginning
on the first anniversary of the issuance date, provided that throughout the
period beginning on the date of the initial issuance of the warrants and ending
on the particular anniversary, the warrant holder has served continuously as a
director of the Company and the Bank and has attended at least 75% of the
meetings of the relevant boards of directors.  Warrants which fail to vest as
provided in the previous sentence will expire and no longer be exercisable.
Exercisable warrants will generally remain exercisable for the ten-year period
following the date of issuance.  The exercise price of each warrant is subject
to adjustment for stock splits, recapitalizations or other similar events.
During 2005, directors exercised an aggregate of 39,676 warrants, and as of
December 31, 2005, 160,060 warrants remained outstanding of which 153,393 are
exercisable.


                                       43
<PAGE>
ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

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

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

     The loan:

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

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

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

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

ITEM 13.    EXHIBITS LIST.

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

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

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

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

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


                                       44
<PAGE>
10.1*    Employment Agreement dated October 20, 2005, among The National Bank of Gainesville, NBOG
           Bancorporation, Inc. and W. Bryan Hendrix.

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

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

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

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

10.6     Agreement by and between The National Bank of Gainesville and the Office of the Comptroller of the
           Currency, dated August 18, 2004.  Incorporated by reference to Exhibit 10.6 of the Annual Report on
           Form 10-KSB for the year ended December 30, 2004, filed on March 31, 2005.

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

24       Power of Attorney (contained in Signature Page).

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

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

99.1     Audited Financial Statements
</TABLE>

_____________________
*Indicates management contract or compensatory plan or arrangement.


                                       45
<PAGE>
ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES.

     The following table sets forth the fees billed and, as to audit and
audit-related fees, expected to be billed to the Company for the fiscal years
ended December 31, 2005 and 2004 by McNair, McLemore, Middlebrooks & Co., LLP.

<TABLE>
<CAPTION>
<S>                      <C>      <C>
                          2005     2004
                         -------  -------
     Audit Fees 1        $41,837  $40,991

     Audit-Related Fees    1,830    - 0 -

     Tax Fees 2            3,030    3,871

     All Other Fees 3      6,990    - 0 -

       Total Fees        $53,687  $44,862
</TABLE>


1    Represents fees related to the audit and quarterly reviews of consolidated
     financial statements of the Company and review of regulatory filings.
2    Represents fees related to tax compliance, tax advice and tax planning
     service.
3    Represents fees related to the stock offering.

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


                                       46
<PAGE>
                                   SIGNATURES

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

                                        NBOG BANCORPORATION, INC.

                                        By:  /s/ W. Bryan Hendrix
                                           -------------------------------------
                                        W. Bryan Hendrix,
                                        Chief Financial Officer

                                        Date:  March 31, 2006


<PAGE>
                                POWER OF ATTORNEY

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

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

<TABLE>
<CAPTION>
<S>                           <C>                             <C>
          SIGNATURE                       TITLE                    DATE
----------------------------  ------------------------------  --------------


/s/ Ann M. Palmour
----------------------------
Ann M. Palmour                     Chairman and Director      March 31, 2006

/s/ W. Bryan Hendrix           Principal Executive, Financial
----------------------------       and Accounting Officer
W. Bryan Hendrix                                              March 31, 2006

/s/ Paula M. Allen
----------------------------
Paula M. Allen                            Director            March 31, 2006

/s/ Shelley Palmour Anderson
----------------------------
Shelley Palmour Anderson                  Director            March 31, 2006

/s/ Kathy L. Cooper
----------------------------
Kathy L. Cooper                           Director            March 31, 2006

/s/ Lanny W. Dunagan
----------------------------
Lanny W. Dunagan                          Director            March 31, 2006


Gilbert T. Jones, Sr.                     Director

/s/ Dr. Wendell A. Turner
----------------------------
Dr. Wendell A. Turner                     Director            March 31, 2006
</TABLE>


<PAGE>
                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number    Description
--------------    -----------
<S>             <C>

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

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

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

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

10.1*           Employment Agreement dated October 20, 2005, among The National Bank of Gainesville, NBOG
                  Bancorporation, Inc. and W. Bryan Hendrix.

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

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

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

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

10.6            Agreement by and between The National Bank of Gainesville and the Office of the Comptroller of the
                  Currency, dated August 18, 2004.  Incorporated by reference to Exhibit 10.6 of the Annual Report on Form
                  10-KSB for the year ended December 30, 2004, filed on March 31, 2005.

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

24              Power of Attorney (contained in Signature Page).

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

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

99.1            Audited Financial Statements
</TABLE>

_____________________
*Indicates management contract or compensatory plan or arrangement.