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, 2006

                                       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.

     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 $2.6
million.  As of December 31, 2006, there were 993,560 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, 2006, was approximately $2.8 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.

CAPITAL INFUSION

     On January 23, 2007, we signed an agreement with William R. Blanton which
provides a significant infusion of capital (the "Capital Infusion").  Mr.
Blanton has agreed to purchase up to $2 million in common stock at a small
premium to the current book value of NBOG common stock.  In addition, Mr.
Blanton has agreed to serve as the Chairman of the Board of NBOG and The
National Bank of Gainesville and to bring in additional board members.

     The Board of Directors selected Mr. Blanton's proposal after a search of
potential investors and third party acquirers by the investment banking firm of
Stevens & Company.  Mr. Blanton has 35 years of banking experience, the past 20
of which have been with banks in the North Atlanta market.  Most recently he was
with First Capital Bank where he served in various capacities including
President from 1989 until its recent sale.  During his time with First Capital,
the bank's assets grew from $30 million to $700 million.

     Under the terms of the agreement, Mr. Blanton will purchase up to $2
million worth of common stock at a price of $2.80 per share, subject to a
penny-for-penny adjustment if NBOG's book value falls below $2.40 per share
prior to the purchase date.  In addition, Mr. Blanton will be granted a warrant
to buy an equal number of shares at the same price.  The purchase is subject to
approval by the Federal Reserve Board and the Georgia Department of Banking and
Finance and other customary closing conditions.

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.


                                        2
<PAGE>
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 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,


                                        3
<PAGE>
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.  In May the Bank
began offering internet banking services through a third party vendor
relationship.  Cash management and bill pay services are still not available
through internet banking at this time.  The Bank currently offers telephone
banking and NetImage.  NetImage is a product that allows the customer to view
images of their cleared checks via connection to the internet through a secure
link in the Bank's website.

LENDING POLICIES

     The Bank's lending activities are subject to a variety of lending limits
imposed by federal law.  Differing limits apply based on the type of loan and
the nature of the borrower, including the borrower's relationship to the Bank.
In general, however, the Bank is able to loan any one borrower a maximum amount
equal to either:

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

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

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

     The interagency guidelines adopted by federal bank regulators, including
the 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.


                                        4
<PAGE>
     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.

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, 2006, there were 55 offices of 16 banks operating in
Hall County with a total of approximately $2.6 billion in deposits.  As of June
30, 2006, the Bank had approximately 1.2% of the deposit market share.  In
addition to competition from large national and regional banks, including
Regions, Wachovia, SunTrust and Bank of America, the Bank also competes with a
number of local competitors, including Gainesville Bank & Trust, United
Community and Peach State.

EMPLOYEES

     As of December 31, 2006, we had 14 full-time employees and 2 part-time
employees.  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 occurs, 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.


                                        5
<PAGE>
OUR PENDING CAPITAL INFUSION MAY NOT BE APPROVED BY THE REGULATORS.

     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.

     The Capital Infusion is subject to approval by the Federal Reserve Board
and the Georgia Department of Banking and Finance.  While applications have been
submitted seeking regulatory approval, no assurances can be given that
regulatory approval will be obtained.  If regulatory approval is not obtained,
we will need to reconsider our strategic plan.

WE HAVE EXPERIENCED LOSSES AND HAVE AN ACCUMULATED DEFICIT.

     We experienced a pre- and after-tax loss of $1.2 million in 2006, $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 loss include a reduction in net
interest income and an increase in legal fee accrued for expenses associated
with the search for a strategic partner and/or potential investor.  The
improvement of the Bank's credit quality resulted in no provision for loan
losses recorded in 2006 as management considered the existing allowance for loan
losses adequate for the estimated or potential losses in the Bank's loan
portfolio based on the Bank's internal analysis and on external credit review
examinations conducted by regulatory authorities and by third-party review
services.  However, the Bank has recorded provisions for loan losses of $225
thousand in 2005 and $2.3 million in 2004.  We have also experienced 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 $6.0 million at
December 31, 2006.  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, 2006, our allowance for probable loan losses represented 2.2% of
our total loans, 145% of our total non-performing assets and 212% 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.


                                        6
<PAGE>
     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.

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


                                        7
<PAGE>
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.

                           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, 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.


                                        8
<PAGE>
     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 does 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 bank holding company.  Control is also presumed to exist,
although rebuttable, 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 rebuttable
presumptions 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;


                                        9
<PAGE>
     -    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.

     In addition to the permissible bank holding company activities listed
above, 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 qualify and elect to become
a financial holding company.  Under the regulations implementing the
Gramm-Leach-Bliley Act, a financial holding company may engage in additional
activities that are financial in nature or incidental or complementary to
financial activity.  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.


                                       10
<PAGE>
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.

     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


                                       11
<PAGE>
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 assesses higher rates on those institutions that pose
greater risks to the Deposit Insurance Fund.  The FDIC places each institution
in one of four risk categories using a two-step process based first on capital
ratios (the capital group assignment) and then on other relevant information
(the supervisory group assignment).  Within the lower risk category, Risk
Category I, rates will vary based on each institution's CAMELS component
ratings, certain financial ratios, and long-term debt issuer ratings.

     Capital group assignments are made quarterly and an institution is assigned
to one of three capital categories: (1) well capitalized; (2) adequately
capitalized; and (3) undercapitalized.  These three categories are substantially
similar to the prompt corrective action categories described above, with the
"undercapitalized" category including institutions that are undercapitalized,
significantly undercapitalized and critically undercapitalized for prompt
corrective action purposes.  The FDIC also assigns an institution to one of
three supervisory subgroups based on a supervisory evaluation that the
institution's primary federal banking 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 5 to 43 cents per $100 of deposits, depending on the
institution's capital group and supervisory subgroup.  Institutions that are
well capitalized will be charged a rate between 5 and 7 cents per $100 of
deposits.

     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 1.22 cents per $100 of
deposits for the first quarter of 2007.

     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.

     ALLOWANCE FOR LOAN AND LEASE LOSSES.  The Allowance for Loan and Lease
Losses (the "ALLL") represents one of the most significant estimates in the
Bank's financial statements and regulatory reports.  Because of its
significance, the Bank has developed a system by which it develops, maintains
and documents a comprehensive, systematic and consistently applied process for
determining the amounts of the ALLL and the provision for loan and lease losses.
The Interagency Policy Statement on the Allowance for Loan and Lease Losses,
issued on December 13, 2006, encourages all banks to


                                       12
<PAGE>
ensure controls are in place to consistently determine the ALLL in accordance
with GAAP, the bank's stated policies and procedures, management's best judgment
and relevant supervisory guidance.  Consistent with supervisory guidance, the
Bank maintains a prudent and conservative, but not excessive, ALLL, that is at a
level that is appropriate to cover estimated credit losses on individually
evaluated loans determined to be impaired as well as estimated credit losses
inherent in the remainder of the loan and lease portfolio.  The Bank's estimate
of credit losses reflects consideration of all significant factors that affect
the collectibility of the portfolio as of the evaluation date.  See
"Management's Discussion and Analysis - Critical Accounting Policies."

     COMMERCIAL REAL ESTATE LENDING.  The Bank's lending operations may be
subject to enhanced scrutiny by federal banking regulators based on its
concentration of commercial real estate loans.  On December 6, 2006, the federal
banking regulators issued final guidance to remind financial institutions of the
risk posed by commercial real estate ("CRE") lending concentrations.  CRE loans
generally include land development, construction loans and loans secured by
multifamily property, and nonfarm, nonresidential real property where the
primary source of repayment is derived from rental income associated with the
property.  The guidance prescribes the following guidelines for its examiners to
help identify institutions that are potentially exposed to significant CRE risk
and may warrant greater supervisory scrutiny:

     -    total reported loans for construction, land development and other
          land represent 100% or more of the institutions total capital, or

     -    total commercial real estate loans represent 300% or more of the
          institution's total capital, and the outstanding balance of the
          institution's commercial real estate loan portfolio has increased by
          50% or more during the prior 36 months.

     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.  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;

     -    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
          currently on active duty with the U.S. military;

     -    Talent Amendment in the 2007 Defense Authorization Act,
          establishing a 36% annual percentage rate ceiling, which includes a
          variety of charges including late fees, for consumer loans to military
          service members and their dependents; and


                                       13
<PAGE>
     -    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 depository accounts, such as the:

     -    Truth-in-Savings Act, requiring certain disclosures for consumer
          deposit accounts;

     -    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.

FEDERAL RESERVE RESOLUTIONS

     On October 21, 2004, pursuant to the request of the Federal Reserve Bank of
Atlanta, the Company's Board of Directors adopted resolutions (the
"Resolutions") that provide that the Company shall not (without the prior
written approval of the Federal Reserve):

     -    incur debt (or take any action, such as refinancing) that would
          cause a change in debt instruments or a change in any of the terms of
          any existing debt instruments;

     -    declare or pay dividends to its shareholders; or

     -    reduce its capital position by purchasing or redeeming treasury stock.

     The Resolutions also require quarterly financial information on the parent
company, the subsidiary bank and written progress on the financial condition of
the organization be provided to the Federal Reserve.


                                       14
<PAGE>
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 $500
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-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, 2006, our ratio of total capital to risk-weighted
assets was 13.8%, our ratio of Tier 1 Capital to risk-weighted assets was 12.6%
and our ratio of Tier 1 Capital to average assets was 8.8%.

     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."


                                       15
<PAGE>
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.  The Bank is precluded from paying dividends
until it is cumulatively profitable.  The Company is currently prohibited from
paying dividends without Federal Reserve approval pursuant to the Resolutions.

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

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


                                       16
<PAGE>
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 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").  Among other things, FDIRA changes the federal
deposit insurance system by:

     -    raising the coverage level for qualifying retirement accounts to
          $250,000, subject to future indexing;

     -    authorizing the FDIC to index deposit insurance coverage for
          inflation, for standard accounts and qualifying reitrement accounts
          every five years, beginning April 1, 2007;

     -    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


                                       17
<PAGE>
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.

FEDERAL RESERVE RESOLUTIONS

     On October 21, 2004, pursuant to the request of the Federal Reserve Bank of
Atlanta, the Company's Board of Directors adopted resolutions (the
"Resolutions") that provide that the Company shall not (without the prior
written approval of the Federal Reserve):

     -    incur dept (or take any action, such as refinancing) that would
          cause a change in debt instruments or a change in any of the terms of
          any existing debt instruments;

     -    declare or pay dividends to its shareholders; or

     -    reduce its capital position by purchasing or redeeming treasury stock.

     The Resolutions also require quarterly financial information on the parent
company, the subsidiary bank and written progress on the financial condition of
the organization be provided to the Federal Reserve.

PROPOSED LEGISLATION AND REGULATORY ACTION

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

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.


                                       18
<PAGE>
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.

     The Company held its 2006 Annual Meeting of Shareholders on December 14,
2006, where the following three directors were re-elected to serve as Class III
Directors for a three-year term expiring in 2009: Kathy L. Cooper, Lanny W.
Dunagan and Gilbert T. Jones, Sr.


                                     PART II

ITEM  5.     MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL
             BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES.

     As of March 1, 2007, NBOG had 993,560 shares of common stock outstanding
and approximately 832 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 of our common stock, outside of our stock
rights offering, occurred during 2006 or 2005.

     On September 29, 2006, NBOG entered into subscription agreements with each
of its directors, whereby each director agreed to purchase 3,000 shares of
NBOG's newly designated Series A Preferred Stock, no par value (the "Series A
Preferred Stock"), for $10.00 per share. As a result, NBOG sold 21,000 shares of
Series A Preferred Stock for a total of $210,000.  The Board has authorized
50,000 shares of Series A Preferred Stock to be designated out of the existing
10,000,000 shares of authorized blank check preferred stock. The Series A
Preferred Stock ranks senior to NBOG's existing common stock with respect to
dividend rights and rights of liquidation, dissolution or winding up of NBOG.
The Series A Preferred Stock does not provide for a stated dividend rate,
instead providing that if a dividend is paid on the common stock of NBOG, then
an equivalent dividend must be paid on the Series A Preferred Stock.

     On December 28 and 29, 2006, NBOG entered into subscription agreements with
each of its directors, whereby each director agreed to purchase an additional
2,000 shares of Series A Preferred Stock, resulting in the sale of 14,000 shares
of Series A Preferred Stock for a total of $140,000.

     There were no brokerage or underwriting commissions paid in either private
placement. The stock was sold under the exemption from registration provided by
Section 4(2) of the Securities Act of 1933.


                                       19
<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. opened for business through its banking
subsidiary, The National Bank of Gainesville, on March 25, 2002.

     The following discussion describes our results of operations for 2006 as
compared to 2005 and also analyzes our financial condition as of December 31,
2006 as compared to December 31, 2005.  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 2006 and 2005 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.

     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.


                                       20
<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, 2006 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>
REQUIREMENT                                             CORRECTIVE ACTION/STATUS
------------------------------------------------------  ----------------------------------------------------------
<S>                                                     <C>

Appoint a compliance committee to monitor the           IN COMPLIANCE.  In light of the decision to identify a
Bank's compliance with the Formal Agreement.            strategic partner to acquire or recapitalze the Bank,
                                                        the Bank's entire Board of Directors is responsible
                                                        for monitoring the Bank's compliance with the
                                                        Formal Agreement.

Obtain a permanent President and Senior Lender.         IN COMPLIANCE.  On October 25, 2006, R. Allen
                                                        Smith agreed to serve as the Company's and the
                                                        Bank's permanent President and CEO.  Lance G.
                                                        Jones was named the Bank's new permanent Senior
                                                        Lender on October 19, 2006.

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

By March 31, 2005, achieve and maintain the
following capital ratios:                               After obtaining a letter of intent from Mr. Blanton to
     -    Total Capital at least equal to 14% of        contribute new capital and discussions with the OCC,
          risk-weighted assets; and                     the Company permitted the Bank's Total Capital and
     -    Tier 1 Capital at least equal to 9%           Tier 1 Capital of adjusted total assets ratios to fall to
          of adjusted total assets.                     13.84% and 8.84%, which were below the OCC
                                                        Formal Agreement minimum ratios. A plan is in
                                                        place to have these ratios in compliance no later than
                                                        March 31, 2007.


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

Develop, implement and thereafter ensure Bank           IN COMPLIANCE.  An updated three-year capital plan
adherence to a three-year capital program.              has been completed and was forwarded to the OCC
                                                        for its review on October 25, 2006.

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

Obtain current and satisfactory credit information      IN COMPLIANCE.  Current and satisfactory credit
on all loans over $25,000 lacking such information      information has been obtained on all loans over
and obtain proper collateral documentation on all       25,000.  Proper collateral documentation has also
loans.                                                  been obtained 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.

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


                                       22
<PAGE>
REQUIREMENT                                             CORRECTIVE ACTION/STATUS
------------------------------------------------------  ----------------------------------------------------------

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

Adopt, implement and thereafter ensure Bank             IN COMPLIANCE.  A three-year plan has been
adherence to a written strategic plan for the Bank      completed and was submitted to the OCC during
covering at least a three-year period.                  2005.  Management continues to monitor and re-visit
                                                        the plan accordingly.
</TABLE>

     Pursuant to the terms of the Formal Agreement, 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 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.

     The Company entered into a merger agreement with El Banco Financial
Corporation (EBFC) on May 5, 2006.  On October 25, 2006, EBFC and NBOG
Bancorporation, Inc. mutually agreed to terminate their pending merger
agreement.  The parties concluded that receipt of regulatory approval would not
be forthcoming on a timely enough basis to satisfy each side's business
requirements.  Under the terms of a termination agreement, both parties agreed
to release any claims they may have against the other and that no termination
fees would be paid by either party.

     On January 23, 2007, the Company and William R. Blanton entered into a
Stock Purchase Agreement whereby the Company agreed to sell, and Mr. Blanton
agreed to purchase, up to $2 million worth of the Company's common stock at a
price of $2.80 per share, subject to a penny-for penny adjustment if the
Company's book value falls below $2.40 per share prior to the purchase date.  In
addition, Mr. Blanton will be granted a warrant to buy an equal number of shares
at the same price.  The purchase is subject to approval by the Federal Reserve
Board, the Georgia Department of Banking and Finance and other customary closing
conditions.

     The Company is committed to complying with all of the provisions of the
Formal Agreement.

RESULTS OF OPERATIONS

     A net loss of $1,158,000 was incurred for 2006 up $86,000 from the net loss
of $1,072,000 that was incurred during 2005.  Our operational results depend to
a large degree on three factors: our net


                                       23
<PAGE>
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 and borrowings.  Net interest income
decreased to $1,144,000 for the year ended December 31, 2006 compared to
$1,638,000 for the year ended December 31, 2005.  This decrease was due to a
lower volume of loan demand during the last twelve months along with pay-out of
participation loans originated outside of our lending area.  Additionally, this
decrease is part of an ongoing effort by management to seek and reduce
classified and criticized loans by payoff or by their exit from the Bank.  This
decrease was also due to interest foregone on classified loans being placed in a
non-earning status.

     No provision for loan losses was recorded as of December 31, 2006 as
management considers 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 external credit review examinations conducted by regulatory authorities
and by third-party review services.  As indicated above, there was no provision
for loan losses recorded for the twelve months ended December 31, 2006 versus
the $225,000 that was expensed for the same period a year ago.  This difference
continues to demonstrate the improvement in the credit quality of the Bank's
loan portfolio and of management's efforts to identify and reduce criticized and
classified loans.  The allowance for loan loss was $445,629 (2.19% of total
gross loans) at December 31, 2006 compared to $785,326 (3.08% of total gross
loans) at December 31, 2005.

     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 loss 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.  The current
allowance for loan losses at December 31, 2006 reflects management's estimate of
probable 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, 2006 totaled $86,000
compared to $79,000 in 2005. Non-interest income includes service charges on
deposit accounts, customer service fees, and mortgage origination fee income.
Even with the closing of the mortgage loan division at the end of 2004, the
Bank's non-interest income derived from mortgage origination fees increased by
$4,000 in 2006. Non-interest expenses in 2006 were $2,387,000 compared to
$2,564,000 in 2005. The largest component of non-interest expenses is salaries
and employee benefits, which totaled $943,000 for the year ended December 31,
2006, compared to $1,109,000 for the year ended December 31, 2005.

NET INTEREST INCOME

     For the years ended December 31, 2006 and 2005, net interest income totaled
$1,144,000 and $1,638,000, respectively.  This decrease of $494,000 was due to a
lower volume of loan demand during 2006 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 $2,068,000, which represented a
higher yield of 8.70% in 2006 compared to the 8.22% yield earned in


                                       24
<PAGE>
2005.  The rising interest rate environment of 2006 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 $1,347,000 for the year ended December 31,
2006 compared to $1,056,000 in 2005.  The net interest margin realized on
earning assets and the interest rate spread were 3.42% and 3.05%, respectively,
for the year ended December 31, 2006, as compared to an interest rate margin of
4.27% and interest rate spread of 3.99% in 2005.

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 2006 and 2005
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, 2006          For the Year Ended December 31, 2005
                                        --------------------------------------------  --------------------------------------------
                                                                     (Amounts presented in thousands)

                                            Average                       Yield/         Average                        Yield/
                                            Balance       Interest         Rate          Balance        Interest         Rate
                                        ---------------  -----------  --------------  --------------  ------------  --------------
<S>                                     <C>              <C>          <C>             <C>             <C>           <C>
Assets:
  Interest earning assets:
    Loans (including loan fees)         $       23,625   $     2,068           8.75%         28,687   $      2,357           8.22%
    Investment securities and other
      investments                                8,621           364           4.22%          7,167            261           3.64%
    Interest bearing deposits                      186             9           4.84%             49              1           2.04%
    Federal funds sold                             974            50           5.13%          2,480             75           3.02%
                                        ---------------  -----------  --------------  --------------  ------------  --------------
  Total interest earning assets                 33,406         2,479           7.42%         38,383          2,694           7.02%

  Other non-interest earnings assets             3,109                                        3,620
                                        ---------------                               --------------

        Total assets                    $       36,515                                $      42,003
                                        ===============                               ==============

Liabilities and stockholders'
  equity:
  Interest-bearing liabilities:
    Deposits:
      Interest-bearing demand           $        1,166   $        32           2.74%  $         390   $          6           1.54%
      Savings and money market                   1,233            19           1.54%          3,652             55           1.51%
      Time                                      27,001         1,220           4.52%         30,862            995           3.22%
  Federal funds purchased                           20             1           5.00%              -              -
  Borrowings                                     1,403            76           5.42%              -              -
    Other                                            -             -              -               2              -              -
                                        ---------------  -----------  --------------  --------------  ------------  --------------
  Total interest-bearing liabilities            30,823         1,348           4.37%         34,906          1,056           3.03%
  Other non-interest bearing
    liabilities                                  2,485                                        3,147
  Stockholders' equity                           3,207                                        3,950
                                        ---------------                               --------------

        Total liabilities and
          stockholders' equity          $       36,515                                       42,003
                                        ===============                               ==============

    Excess of interest-earning assets
      over interest-bearing liabilities $        2,583                                $       3,477
                                        ===============                               ==============

Ratio of interest-earning assts to
  interest-bearing liabilities                  108.38%                                      109.96%

Net interest income                                      $     1,144                                  $      1,638
                                                         ===========                                  ============

Net interest spread                                                            3.05%                                         3.99%
                                                                      ==============                                ==============

Net interest margin                                                            3.42%                                         4.27%
                                                                      ==============                                ==============
</TABLE>

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


                                       25
<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>

                                            2006 COMPARED TO 2005
                                   INCREASE (DECREASE) DUE TO CHANGES IN
                                   VOLUME            RATE            NET
                               ---------------  ---------------  ------------
<S>                            <C>              <C>              <C>
CHANGE
------
Interest income on:
  Loans (including loan fees)  $         (486)  $          197   $      (289)
  Investment securities                    59               46           104
  Interest bearing deposits                 6                1             7
  Federal funds sold                      (71)              45           (25)
                               ---------------  ---------------  ------------
                                         (492)             289          (203)
                               ---------------  ---------------  ------------

Interest expense on:
  Interest-bearing demand                  21                5            26
  Savings and money market                (33)              (4)          (37)
  Time                                   (164)             389           225
  Other Borrowings                         75                1            76
  Federal funds purchased                   1                -             1
                               ---------------  ---------------  ------------
                                         (100)             391           291
                               ---------------  ---------------  ------------

                               $         (392)  $         (102)  $      (494)
                               ===============  ===============  ============
</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


                                       26
<PAGE>
due to the static 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, 2006, 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, 2006, 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, 2006
                                          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                   $         820   $         100   $  7,182   $ 1,290   $ 9,071
  Federal funds sold                                841               -          -         -       841
  Loans                                          10,120           4,044      5,782       417    20,363
                                          --------------  --------------  ---------  --------  -------

Total interest-bearing assets                    11,781           4,144     12,964     1,707    30,596
                                          --------------  --------------  ---------  --------  -------

Interest-bearing liabilities:
  Deposits:
  Savings and demand                      $       1,895               -          -         -   $ 1,895
  Time deposits                                   3,440          17,734      3,509         -    24,683
  Other Borrowings                                    -           2,000          -         -     2,000
                                          --------------  --------------  ---------  --------  -------

Total interest-bearing liabilities                5,335          19,734      3,509         -    28,578
                                          --------------  --------------  ---------  --------  -------

Interest sensitive difference per period          6,446         (15,590)     9,455     1,707   $ 2,018
                                          --------------  --------------  ---------  --------  =======
Cumulative interest sensitivity
  difference                              $       6,446   $      (9,144)  $    311   $ 2,018
                                          ==============  ==============  =========  ========
Cumulative difference to total
  interest earning assets                         21.07%        (29.87)%      1.02%     6.60%
                                          ==============  ==============  =========  ========
</TABLE>

     At December 31, 2006, the difference between the Bank's liabilities and
assets repricing or maturing within one year was $7,465,000.  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


                                       27
<PAGE>
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 $0 for the year ended
December 31, 2006 as compared to the $225,000 that was charged against earnings
in 2005.  The loan portfolio decreased by approximately $5.2 million during the
year ended December 31, 2006.  The allowance for loan losses was $446,000 or
2.19% of gross loans at December 31, 2006 compared to $785,000 or 3.08% of gross
loans at December 31, 2005.  No provision for loan losses was recorded during
2006 as management considers 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 external credit review examinations conducted by
regulatory authorities and by third-party review services.  As indicated above,
there was no provision for loan losses recorded 2006 versus the $225,000 that
was expensed for the same period a year ago.  This difference continues to
demonstrate the improvement in the credit quality of the Bank's loan portfolio
and of management's efforts to identify and reduce criticized and classified
loans.

     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 resulted in
both a decrease in earnings and in capital.


                                       28
<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,
                                                      2006                               2005
                                        --------------------------------   -----------------------------
                                                   Percent of loans in              Percent of loans in
                                                 each category to total               each category to
                                        Amount            loans            Amount       total loans
                                        -------  -----------------------  --------  --------------------
<S>                                     <C>      <C>                      <C>       <C>
Commercial, financial
and agricultural                        $    94                      21%  $    137                   17%
Real estate - mortgage                      263                      59%       471                   60%
Real estate - construction                   31                       7%        75                   10%
Consumer                                     58                      13%       102                   13%
                                        -------  -----------------------  --------  --------------------
                                        $   446                     100%  $    785                  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,
                                                      2006                2005
                                               ------------------  ------------------
<S>                                            <C>                 <C>
Balance at the beginning of period             $             785   $             990
Charge-offs:
  Commercial, financial and agricultural                     155                   -
  Real estate - mortgage                                     144                 272
  Real estate - construction                                   -                 251
  Consumer                                                    73                 255
                                               ------------------  ------------------
Total Charged-off                                            372                 778
                                               ------------------  ------------------

Recoveries:
  Commercial, financial and agricultural                       1                  32
  Real estate - mortgage                                       -                 239
  Consumer                                                    32                  77
                                               ------------------  ------------------
Total Recoveries                                              33                 348
                                               ------------------  ------------------

Net Charge-offs                                              340                 430
                                               ------------------  ------------------

Provision for Loan Loss                                        -                 225
                                               ------------------  ------------------

Balance at end of period                       $             446   $             785
                                               ==================  ==================

Total loans at end of period                   $          20,364   $          25,515

Average loans outstanding                      $          23,625   $          28,687

As a percentage of average loans:
  Net loans charged-off                                     1.44%               1.50%
  Provision for loan losses                                    -                 .78%

Allowance for loan losses as a percentage of:
  Year end loans                                            2.19%               3.08%
</TABLE>


                                       29
<PAGE>
     The following table summarizes non-performing assets and the income that
would have been reported on non-accrual loans as of December 31, 2006 and 2005
(amounts are presented in thousands):

<TABLE>
<CAPTION>
                                            DECEMBER 31,
                                         ------------------
                                          2006      2005
                                         -------  ---------
<S>                                      <C>      <C>
Other real estate and repossessions      $   97   $    839
Non-accrual loans                           210        778
Accruing loans 90 days or more past due       -         80
                                         -------  ---------
Total non-performing assets              $  307   $  1,697
                                         =======  =========
As a percentage of gross loans:            1.51%      6.65%
</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.  At December 31, 2006 there were $210,000
in loans outstanding, which were accounted for as non-accrual loans whereas
there were $778,000 in outstanding loans accounted for as non-accrual loans at
December 31, 2005, a difference of $568,000 or 73%.  Additionally, the
$1,390,000 or 82% decline in non-performing assets from December 31, 2005 to
December 31, 2006 allowed management to maintain lower loan loss reserves for
the year.  Interest income that would have been reported on the non-accrual
loans in 2006 totaled $21,981 and in 2005 totaled $46,533.

     The Bank classifies all loans whose collection status is in doubt.  As of
December 31, 2006, 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, 2006 totaled $86,000 as
compared to $79,000 for the year ended December 31, 2005.  This increase in
non-interest income was primarily due to the $6,000 increase in service charges
and fees on deposit also an additional mortgage loan was processed in January
2006 and an origination fee was earned for $9,050.  All mortgage requests
received in 2006 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, 2006 was
$2,387,000 as compared to $2,564,000 for the same period in 2005.  Salaries and
benefits, the largest component of non-interest expense, totaled $943,000 for
the year ended December 31, 2006, compared to $1,109,000 for the same period a
year ago.  Salary and benefits expense decreased primarily due to the downsizing
of two staff positions.  Occupancy totaled $339,000 for the year ended December
31, 2006, compared to $373,000 for the year ended December 31, 2005.  Occupancy
expense decreased primarily due to fixed assets that fully depreciated during
the year.  Professional fees totaled $369,000 for the year ended December 31,
2006, compared to $256,000 for 2005.  The increase in professional fees was
mostly due to the additional legal fees associated with the El Banco merger that
was anticipated in 2006.

     Other non-interest expenses were $737,000 for the year ended December 31,
2006 as compared to $825,000 for the year ended December 31, 2005.  This
decrease is due primarily to a reduction in


                                       30
<PAGE>
marketing and business development expenses of $43,960 for 2005 as compared to
107,000 for the same period in 2005.

INCOME TAXES

     The Company will be subject to taxation whenever taxable income is
generated.  As of December 31, 2006, the Company had federal and state net
operating loss carryforwards for tax purposes of approximately $6,118,000 and
$6,311,000, respectively, which will expire beginning in 2018 if not previously
utilized.

FINANCIAL CONDITION

     Total assets decreased $4,637,000, or 12% from December 31, 2005 to
December 31, 2006.  The primary source of reduction was in net loans, which
decreased $4,812,000 or 19%, during the year ended December 31, 2006.  The Bank
anticipated a decline in the loan portfolio during 2006, with the replacement of
run-off and problem loans coupled with the lack of a senior lender for the
majority of the year.  Investment securities available-for-sale increased
$646,000 from $8,425,000 at December 31, 2005 to $9,071,000 at December 31,
2006. Federal funds sold increased $746,000 from $95,000 at December 31, 2005 to
$841,000 at December 31, 2006.  Also, with slower loan growth, funds were
managed at a lower level in 2006 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 $5,720,000, or 17% during 2006.  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

LOANS

     Gross loans totaled $20,364,000 at December 31, 2006, a decrease of
$5,151,000 or 20% since December 31, 2005.  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 2006.  Balances within the major loans
receivable categories as of December 31, 2006 and December 31, 2005 are as
follows (amounts are presented in thousands):

<TABLE>
<CAPTION>
                                          2006            2005
                                        ---------        -------
<S>                                     <C>        <C>   <C>      <C>
Commercial, financial and agricultural  $   4,293   21%    4,420   17%
Real estate - mortgage                     12,052   59%   15,346   60%
Real estate - construction                  1,291    6%    1,479    6%
Consumer                                    2,728   14%    4,270   17%
                                        ---------  ----  -------  ----
                                        $  20,364  100%  $25,515  100%
                                        =========  ====  =======  ====
</TABLE>


                                       31
<PAGE>
     As of December 31, 2006, maturities of loans in the indicated
classifications were as follows (amounts are presented in thousands):

<TABLE>
<CAPTION>
                            Real Estate    Real Estate
               Commercial     Mortgage    Construction   Consumer    Total
               -----------  ------------  -------------  ---------  -------
<S>            <C>          <C>           <C>            <C>        <C>
Within 1 year  $   2 2,512  $      8,958  $         617  $   1,165  $13,252
1 to 5 years         1,619         2,951            674      1,488    6,732
Over 5 years           162           143              -         75      380
               -----------  ------------  -------------  ---------  -------
 Totals        $     4,293  $     12,052  $       1,291  $   2,728  $20,364
               ===========  ============  =============  =========  =======
</TABLE>

     As of December 31, 2006, the interest terms of loans in the indicated
classification for the indicated maturity ranges are as follows (amounts are
presented in thousands):

<TABLE>
<CAPTION>
                                                         Variable
                                        Fixed Interest   Interest
                                             Rates         Rates    Total
                                        ---------------  ---------  ------
<S>                                     <C>              <C>        <C>
Commercial, financial and agricultural
  Within 1 year                         $           759  $   1,753  $2,512
  1 to 5 years                                      900        719   1,619
  Over 5 years                                        -        162     162

Real estate - Mortgage
  Within 1 year                         $         1,896  $   7,062  $8,958
  1 to 5 years                                    2,436        515   2,951
  Over 5 years                                      143          -     143

Real estate - Construction
  Within 1 year                         $             -  $     617  $  617
  1 to 5 years                                        -        674     674
  Over 5 years                                        -          -       -

Consumer
  Within 1 year                         $         1,165          -  $1,165
  1 to 5 years                                    1,488          -   1,488
  Over 5 years                                       75          -      75
</TABLE>

INVESTMENT  SECURITIES

     Investment securities available-for-sale increased to $9,071,000 at
December 31, 2006 from $8,425,000 at December 31, 2005.  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, 2006 and 2005.

     The following table presents the investments by category at December 31,
2006 and 2005 (amounts are presented in thousands):

<TABLE>
<CAPTION>
                                     2006                     2005
                            -----------------------  -----------------------
                            Amortized    Estimated   Amortized    Estimated
                               Cost     Fair Value      Cost     Fair Value
                            ----------  -----------  ----------  -----------
<S>                         <C>         <C>          <C>         <C>
U.S. Government agencies    $    5,400  $     5,336  $    3,990  $     3,919
Mortgage-backed securities       3,804        3,735       4,608        4,506
                            ----------  -----------  ----------  -----------

                            $    9,204  $     9,071  $    8,598  $     8,425
                            ==========  ===========  ==========  ===========
</TABLE>


                                       32
<PAGE>
     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,  2006  (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               $       500      2.36%  $         -       N/A
After 3 Months through 1 Year  $         -       N/A   $       100      4.35%
After 1 through 5 years        $     4,500      4.57%  $     2,789      4.27%
Over 5 years                   $       400      6.00%  $       915      3.79%
</TABLE>

DEPOSITS

     At December 31, 2006, total deposits decreased by $5,720,000, or 17% from
December 31, 2005. Demand deposits (interest bearing and non-interest bearing)
decreased $1,952,000 or 36% during 2006 whereas time deposits decreased
$3,768,000, or 13% during the same time period.

     Balances within the major deposit categories as of December 31, 2006 and
December 31, 2005 are as follows (amounts are presented in thousands):

<TABLE>
<CAPTION>
                                       2006     2005
                                      -------  ------
<S>                                   <C>      <C>
Non-interest-bearing demand deposits  $ 1,645   2,515
Interest-bearing demand deposits        1,785     937
Savings deposits                          110   2,040
Time deposits                          20,984  22,020
Time deposits over $100,000             3,698   6,430
                                      -------  ------
                                      $28,222  33,942
                                      =======  ======
</TABLE>

     Maturities  of time certificates of deposit of $100,000 or more outstanding
at  December  31,  2006  are  summarized  as  follows  (amounts are presented in
thousands):

<TABLE>
<CAPTION>
<S>                         <C>
 Within 3 months            $  964
 After 3 through 6 months    1,249
 After 6 through 12 months   1,264
 After 12 months               221
                            ------

 Total                      $3,698
                            ======
</TABLE>

CAPITAL  RESOURCES

     Total stockholders' equity decreased from $3,774,000 at December 31, 2005
to $2,853,000 at December 31, 2006.  This decrease was attributable to the net
loss of $1,157,000 for 2006.  Capital contributions received during 2006 were
$358,000.

     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


                                       33
<PAGE>
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, 2006:

<TABLE>
<CAPTION>
<S>                                       <C>
Tier 1 capital (to risk-weighted assets)  12.6%
Total capital (to risk-weighted assets)   13.8%
Tier 1 capital (to total average assets)   8.8%
</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, 2006, did not meet the minimum capital ratios as required by the
Formal Agreement.

     During November 2006, the Bank's Board of Directors began preliminary
discussions with several banks and investors whose plans were to add management,
new board members and additional capital.  This new capital addition would
exceed the Formal Agreement ratio requirements.  On December 14, 2006 a Letter
of Intent was signed between the the Company and William R. Blanton.  This
Letter of Intent included a provision to add new capital by Mr. Blanton.
Because of this, no additional capital was sought from the Board of Directors in
December 2006.  This decision was discussed with the OCC.  On January 23, 2007,
the Company and William R. Blanton entered into a Stock Purchase Agreement
whereby the agreed to sell, and Mr. Blanton agreed to purchase, up to $2 million
worth of the Company's common stock.

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 advances up to $2,000,000. No amounts were
advanced on these lines at December 31, 2006. At December 31, 2006, the Bank had
an advance from the Federal Home Loan Bank of Atlanta in the amount of
$2,000,000. The FHLB advance outstanding at December 31, 2006 matures on April
20, 2007 and bears interest at a variable rate of 2.805% below prime. The Bank
has pledged as collateral investment securities available for sale with a
carrying amount of $3,936,950 as of December 31, 2006.


                                       34
<PAGE>
     Cash and cash equivalents as of December 31, 2006 increased $562,000 from
December 31, 2005.  Net cash used by operating activities totaled $759,000 in
2006.  Outflows to financing activities totaled $3,366,000, which were
attributable to net decreases in deposits of $5,720,000 while financing
activities resulting from the issuance of common stock provided the Company cash
proceeds in the amount of $358,000.  An advance of $2,000,000 from The Federal
Home Loan Bank was procured for funding an increase in loan volume anticipated
for second quarter 2006.

     During 2006, investing activities provided $4,687,000 to cash and cash
equivalents.  A decrease in net loans provided approximately $4,240,000, while
maturities, calls and principal pay-downs of investment securities
available-for-sale provided another $1,300,000.  Also, proceeds from the sale of
Other Real Estate provided an additional $1,171,000 to cash and cash
equivalents.  Cash from investing activities was used for $2,001,000 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
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, 2006:

<TABLE>
<CAPTION>
<S>                           <C>
Commitments to extend credit  $2,054,000
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.


                                       35
<PAGE>
SELECTED RATIOS

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

<TABLE>
<CAPTION>
                                    2006      2005
                                  --------  --------
<S>                               <C>       <C>
Net loss to:
  Average stockholders' equity    (36.51)%  (27.14)%
  Average assets                   (3.17)%   (2.55)%
Dividends to net loss                   -         -
Average equity to average assets     8.68%     9.40%
</TABLE>

RECENT ACCOUNTING PRONOUNCEMENTS

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

ITEM  7.          FINANCIAL  STATEMENTS

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

          -    Report of Independent Registered Public Accounting Firm;

          -    Consolidated Balance Sheets;

          -    Consolidated Statements of Operations;

          -    Consolidated Statements of Comprehensive Income (Loss);

          -    Consolidated Statements of Changes in Stockholders' Equity;

          -    Consolidated Statements of Cash Flows; and

          -    Notes to Consolidated Financial Statements.

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 officers 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 principal
executive and principal financial officers, as appropriate to allow timely
decisions regarding required disclosure.


                                       36
<PAGE>
     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 principal executive and financial
officers have concluded that our Disclosure Controls are effective at a
reasonable assurance level.

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

ITEM 8B.     OTHER INFORMATION

     Not Applicable.


                                       37
<PAGE>
                                    PART III

ITEM 9.     DIRECTORS, EXECUTIVE OFFICER, PROMOTERS, CONTROL PERSONS AND
            CORPORATE GOVERNANCE; 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, 2006; (c) how long he or she has been a director of the
Company; (d) his or her position(s) with the Company, other than as a director;
and (e) his or her principal occupation and business experience.  Unless
otherwise indicated, each director has served continuously in his or her current
occupation for the past five years.  Each of the directors listed below is also
a director of the National Bank of Gainesville.

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

Ann M. Palmour* (69)                2000  Chairman of the Company; Owner of Palmour
                                          Properties (a real estate development company).

Dr. Wendell A. Turner (49)          2001  Medical doctor, Lanier OB-GYN Associates.

CLASS II DIRECTORS:
(Term Expiring 2008)

Paula M. Allen (67)                 2000  Principal of Allen & Associates, Inc. (a real estate
                                          investment and management company).

Shelley Palmour Anderson* (41)      2000  Treasurer of the Company; Agent for State Farm
                                          Insurance.

CLASS III DIRECTORS:
(Term Expiring 2009)

Kathy L. Cooper (44)                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 (54)               2002  Sole owner of Lanny Dunagan's Welding Service.

Gilbert T. Jones, Sr. (68)          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 OFFICERS

     The table below shows the following information for the Company's executive
officers as of March 30, 2007:  (a) his or her name; (b) his or her age at
December 31, 2006; (c) how long he or she has been an executive officer of the
Company; (d) his or her positions with the Company and the Bank; and (e) his or
her principal occupation for the last five years:

<TABLE>
<CAPTION>
                     EXECUTIVE
                      OFFICER   POSITION WITH THE COMPANY
NAME (AGE)             SINCE    AND BUSINESS EXPERIENCE
-------------------  ---------  ----------------------------------------------------------------
<S>                  <C>        <C>
R. Allen Smith (66)       2006  President and Chief Executive Officer of the Company and the
                                Bank; previously interim Chief Executive Officer, interim Chief
                                Financial Officer and consultant to the Company and its Board of
                                Directors.

Sondra Perkins (36)       2007  On February 20, 2007, the Company appointed Sondra J. Perkins
                                as Principal Financial Officer and Controller.  Ms. Perkins has
                                been with the bank for five years as Chief Operations Officer.

Lance Jones (58)          2007  Senior Lending Officer of the Company and the Bank; Previously
                                employed with Regions Bank of Corneila, Georgia from 1999 to
                                2006, during which time Mr. Jones served as a Commercial
                                Lender.
</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 2006, except for one late filing for Mr. Allen Smith's
report of initial beneficial ownership.

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.

AUDIT COMMITTEE

     The Boards of Directors of NBOG and the Bank have established a joint Audit
Committee for the purpose of reviewing NBOG's annual report and internal audit
report of independent public accountants.  The Audit Committee members for 2006
were Ann M. Palmour, Chairman; Kathy L. Cooper, Vice-Chairman; Shelley Palmour
Anderson; Gilbert Jones, Sr. and Paula M. Allen.  Each of these members meets
the requirement for independence as defined by the National Association of
Securities Dealers'


                                       39
<PAGE>
listing standards.  Although none of the Audit Committee members meets the
criteria specified under applicable Securities and Exchange Commission
regulations for an "audit committee financial expert," the Board believes each
has the financial knowledge, business experience and independent judgment
necessary for service on the Audit Committee.

ITEM 10.     EXECUTIVE COMPENSATION.

     The following table sets forth the annual compensation for services in all
capacities to the Company for fiscal year 2006 for each individual who served as
the Company's principal executive officer during 2006.  No other executive
officer received total compensation in excess of $100,000 for services rendered
to the Company during 2006.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                               NONQUALIFIED
                                                                              NON-EQUITY         DEFERRED      ALL OTHER
                                                      STOCK     OPTION         INCENTIVE       COMPENSATION      COMP-
                                    SALARY   BONUS    AWARDS    AWARDS(1)  PLAN COMP-ENSATION     EARNINGS     ENSATION(2)  TOTAL
NAME AND PRINCIPAL POSITION  YEAR    ($)      ($)      ($)        ($)             ($)               ($)           ($)        ($)
----------------------------------------------------------------------------------------------------------------------------------
                                                            (Amounts in Thousands)
<S>                          <C>   <C>       <C>     <C>       <C>        <C>                  <C>            <C>          <C>
W. Bryan Hendrix             2006  $    130       -         -  $       5                    -              -            -  $   135
Chief Financial Officer and
Principal Executive Officer
through October 25, 2006
R. Allen Smith,              2006  $    115       -         -  $      24                    -              -            -  $   139
Principal Executive Officer
since October 25, 2006
</TABLE>

1 Represents the FAS 123R expense related to the options held by each
individual.  All assumptions made in the valuation of the options are disclosed
in Note 12 to the financial statements.
2 We have omitted information on perquisites and other personal benefits because
the aggregate amount of these items does not meet the minimum amount required
for disclosure under the SEC's regulations.

     Pursuant to the terms of a consulting agreement with NBOG, Mr. Smith is
paid $125 per hour for his services.

     On October 20, 2005, NBOG entered into an employment agreement with Mr.
Hendrix regarding his employment as the Chief Financial Officer of NBOG.  Under
the terms of his employment agreement, Mr. Hendrix was entitled to an annual
salary of $130,000 per year.  On September 21, 2006, Mr. Hendrix informed the
Board of NBOG that he intended to resign as Chief Financial Officer and cease
employment with NBOG upon the earlier to occur of March 31, 2007 or the
completion of the sale of NBOG.  As a result, NBOG allowed Mr. Hendrix's
existing employment agreement to expire in accordance with its terms on October
21, 2006.  Until February 2, 2007, when Mr. Hendrix resigned from the Company,
Mr. Hendrix worked part time at a reduced salary.


                                       40
<PAGE>
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2006

<TABLE>
<CAPTION>
                                                       OPTION AWARDS
                  ---------------------------------------------------------------------------------------------------------
                   NUMBER OF SECURITIES
                  UNDERLYING UNEXERCISED        NUMBER OF SECURITIES
                          OPTIONS          UNDERLYING UNEXERCISED OPTIONS
                            (#)                          (#)                 OPTION EXERCISE PRICE
NAME                    EXERCISABLE                 UNEXERCISABLE                     ($)            OPTION EXPIRATION DATE
<S>               <C>                      <C>                              <C>                      <C>

R. Allen Smith            66,667                       33,333 (1)               $      5.00              September 20, 2015

W. Bryan Hendrix          6,667                        13,333 (2)               $      5.00              May 2, 2007 (2)
</TABLE>

1 Vests on September 20, 2007.
2 In connection with Mr. Hendrix's resignation, his option will expire on May 2,
2007, with the remaining 13,333 shares underlying unexercised options expiring
without vesting.

DIRECTOR COMPENSATION

     The following table sets forth the annual compensation for services in all
capacities to the Company for fiscal year 2006 for all individuals serving as
directors of the Company during 2006.

<TABLE>
<CAPTION>
                       FEES                                        NONQUALIFIED
                    EARNED OR                       NON-EQUITY       DEFERRED
                     PAID IN     STOCK   OPTION   INCENTIVE PLAN   COMPENSATION     ALL OTHER
                       CASH     AWARDS   AWARDS    COMPENSATION      EARNINGS     COMPENSATION   TOTAL
NAME                   ($)        ($)      ($)          ($)             ($)            ($)        ($)
<S>                 <C>         <C>      <C>      <C>              <C>            <C>            <C>
Paula Allen                  -        -        -                -              -              -       -
Shelley Anderson             -        -        -                -              -              -       -
Kathy Cooper                 -        -        -                -              -              -       -
Lanny Dunagan                -        -        -                -              -              -       -
Gilbert Jones, Sr.           -        -        -                -              -              -       -
Ann Palmour                  -        -        -                -              -              -       -
Wendell Turner               -        -        -                -              -              -       -
</TABLE>


                                       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, 2006 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, 2006.

<TABLE>
<CAPTION>
                                EXERCISABLE    TOTAL
                     NUMBER OF  WARRANTS &   BENEFICIAL      % OF           NATURE OF BENEFICIAL
NAME                  SHARES      OPTIONS    OWNERSHIP       CLASS                OWNERSHIP
-------------------  ---------  -----------  ----------  -------------  -----------------------------
DIRECTORS:
<S>                  <C>        <C>          <C>         <C>            <C>
Paula Allen             27,500       11,667      39,167           3.9%
Shelley Anderson(1)     22,632        6,734      29,366           2.9%
Kathy Cooper(1)         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(1)          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%

NAMED EXECUTIVE OFFICERS:

R. Allen Smith           8,434       66,667      75,101           7.1%
W. Bryan Hendrix         7,166        6,667      13,833           1.4%

ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP (9 PERSONS):

                     ---------  -----------  ----------  -------------
                       300,012      172,695     472,707          40.5%
                     ---------  -----------  ----------  -------------
5% SHAREHOLDER:
Roger P. Martin         47,267       30,600      77,867           7.6%
</TABLE>

*     Represents less than 1%.
1     Shares pledged as collateral with The Bankers Bank.


                                       42
<PAGE>
     On January 23, 2007, we signed an agreement with William R. Blanton which
provides a significant infusion of capital.  Mr. Blanton has agreed to purchase
up to $2 million in common stock at a small premium to the current book value of
NBOG common stock.  In addition, Mr. Blanton has agreed to serve as the Chairman
of the Board of NBOG and The National Bank of Gainesville and to bring in
additional board members.

     The Board of Directors selected Mr. Blanton's proposal after a search of
potential investors and third party acquirers by the investment banking firm of
Stevens & Company.  Mr. Blanton has 35 years of banking experience, the past 20
of which have been with banks in the North Atlanta market.  Most recently he was
with First Capital Bank where he served in various capacities including
President from 1989 until its recent sale.  During his time with First Capital,
the bank's assets grew from $30 million to $700 million.

     Under the terms of the agreement, Mr. Blanton will purchase up to $2
million worth of common stock at a price of $2.80 per share, subject to a
penny-for-penny adjustment if NBOG's book value falls below $2.40 per share
prior to the purchase date.  In addition, Mr. Blanton will be granted a warrant
to buy an equal number of shares at the same price.  The purchase is subject to
approval by the Federal Reserve Board and the Georgia Department of Banking and
Finance and other customary closing conditions.

EQUITY COMPENSATION PLAN INFORMATION

     The table below sets forth information regarding shares of the Company's
common stock authorized for issuance as of December 31, 2006 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
                                    Number of                               remaining available for
                                 securities to be                          future issuance under the
                               issued upon exercise    Weighted-average    equity compensation plans
                                  of outstanding      exercise price of    (excluding shares subject
                                     options         outstanding options    to outstanding options)
                               --------------------  --------------------  --------------------------
<S>                            <C>                   <C>                   <C>

Equity compensation plans
approved by security holders                 51,501  $               6.94                      63,500
Equity compensation plans not
approved by security holders                260,060  $               8.08                           -
Total                                       311,561  $               7.89                      63,500
</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


                                       43
<PAGE>
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.  As
of December 31, 2006, 160,060 warrants remained outstanding of which 153,393 are
exercisable.

ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
             INDEPENDENCE

RELATED PARTY 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.


                                       44
<PAGE>
DIRECTOR INDEPENDENCE

     The Board of Directors has determined that all of the directors of NBOG
Bancorporation, Inc. is independent in accordance with the NASDAQ independence
standards.  Specifically, Paula Allen, Shelley Anderson, Kathy Cooper, Lanny
Dunagan, Gilbert Jones, Sr., Ann Palmour and Wendell Turner are each
independent.  In determining that each director could exercise independent
judgment in carrying out his or her responsibilities, the Board of Directors
considered any transactions, relationships and arrangements between the Company
or the Bank and the director and his or her family.  In particular, with respect
to each of the most recent three completed fiscal years, the Board evaluated the
payments made to the Law Firm of James E. Palmour for legal services.  Mr.
Palmour is the spouse of director Ann Palmour and the father of director Shelley
Palmour Anderson.  The Board determined that the payments during any period of
twelve months with the three preceding years never exceeded $60,000, and that
the payments did not interfere with either Ann Palmour or Shelley Palmour
Anderson's exercise of independent judgment.

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      Amendment to Articles of Incorporation of NBOG Bancorporation, Inc.  Incorporated by
           reference to Exhibit 3.1 of the Current Report on Form 8-K, filed October 5, 2006.

3.3      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, 3.2 and 3.3 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.


                                       45
<PAGE>
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.

10.7     Agreement and Plan of Merger by and between El Banco Financial Corporation, formerly known
           as Nuestra Tarjeta de Servicios, Inc. and NBOG Bancorporation, Inc, dated as of May 5, 2006.
           Incorporation by reference to Exhibit 2.1 to the Quarterly Report on Form 10-QSB for the period
           ended June 30, 2006.

10.8     Termination Agreement by and between El Banco Financial Corporation and NBOG
           Bancorporation, Inc., dated as of October 25, 2006.  Incorporated by reference to Exhibit 10.1 to
           the Current Report on Form 8-K, filed October 25, 2006.

10.9     Stock Purchase Agreement, by and between NBOG, The National Bank of Gainesville and William
           R. Blanton, dated January 23, 2007.  Incorporated by reference to Exhibit 10.1 to the Current
           Report on Form 8-K, filed January 29, 2007.

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 Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
           2002.

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

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

99.1     Audited Financial Statements
</TABLE>

----------------
*Indicates management contract or compensatory plan or arrangement.


                                       46
<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, 2006 and 2005 by McNair, McLemore, Middlebrooks & Co., LLP.

<TABLE>
<CAPTION>
                     2006     2005
                    -------  -------
<S>                 <C>      <C>
Audit Fees 1        $52,877  $41,837
Audit-Related Fees        -    1,830
Tax Fees 2            5,089    3,030
All Other Fees 3          -    6,990
                    -------  -------
  Total Fees        $57,970  $53,687
                    =======  =======
</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.


                                       47
<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/ R. Allen Smith
                                           ---------------------
                                        R. Allen Smith,
                                        Chief Executive Officer

                                        Date:  March 30, 2007


<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 R. Allen Smith and
Sondra J. Perkins, 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>
         SIGNATURE                       TITLE                  DATE
----------------------------  ---------------------------  --------------
<S>                           <C>                          <C>


/s/ Ann M. Palmour
----------------------------
Ann M. Palmour                  Chairman and Director      March 30, 2007

/s/ R. Allen Smith
----------------------------
R. Allen Smith                Principal Executive Officer  March 30, 2007

/s/ Sondra J. Perkins           Principal Financial and
----------------------------
Sondra J. Perkins                  Accounting Officer      March 30, 2007

/s/ Paula M. Allen
----------------------------
Paula M. Allen                          Director           March 30, 2007

/s/ Shelley Palmour Anderson
----------------------------
Shelley Palmour Anderson                Director           March 30, 2007

/s/ Kathy L. Cooper
----------------------------
Kathy L. Cooper                         Director           March 30, 2007

/s/ Lanny W. Dunagan
----------------------------
Lanny W. Dunagan                        Director           March 30, 2007

/s/ Gilbert T. Jones, Sr.
----------------------------
Gilbert T. Jones, Sr.                   Director           March 30, 2007

/s/ Dr. Wendell A. Turner
----------------------------
Dr. Wendell A. Turner                   Director           March 30, 2007
</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      Amendment to Articles of Incorporation of NBOG Bancorporation, Inc.  Incorporated by reference to
           Exhibit 3.1 of the Current Report on Form 8-K, filed October 5, 2006.

3.3      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, 3.2 and 3.3 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.

10.7     Agreement and Plan of Merger by and between El Banco Financial Corporation, formerly known as
           Nuestra Tarjeta de Servicios, Inc. and NBOG Bancorporation, Inc, dated as of May 5, 2006.
           Incorporation by reference to Exhibit 2.1 to the Quarterly Report on Form 10-QSB for the period ended
           June 30, 2006.

10.8     Termination Agreement by and between El Banco Financial Corporation and NBOG Bancorporation,
           Inc., dated as of October 25, 2006.  Incorporated by reference to Exhibit 10.1 to the Current Report on
           Form 8-K, filed October 25, 2006.

10.9     Stock Purchase Agreement, by and between NBOG, The National Bank of Gainesville and William R.
           Blanton, dated January 23, 2007.  Incorporated by reference to Exhibit 10.1 to the Current Report on
           Form 8-K, filed January 29, 2007.

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.


<PAGE>
24       Power of Attorney (contained in Signature Page).

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

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

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

99.1     Audited Financial Statements
</TABLE>

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*Indicates management contract or compensatory plan or arrangement.