EXHIBIT 99.1


                    NBOG BANCORPORATION, INC. AND SUBSIDIARY
                              GAINESVILLE, GEORGIA


                     CONSOLIDATED FINANCIAL STATEMENTS AS OF
                         DECEMBER 31, 2004 AND 2003 AND
             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





<PAGE>
                    NBOG BANCORPORATION, INC. AND SUBSIDIARY


                                    CONTENTS



Report  of  Independent  Registered  Public  Accounting  Firm. . . . . . .   F-1

Consolidated  Balance  Sheets. . . . . . . . . . . . . . . . . . . . . . .   F-2

Consolidated  Statements  of  Operations . . . . . . . . . . . . . . . . .   F-4

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

Consolidated  Statements  of  Changes  in  Stockholders'  Equity . . . . .   F-6

Consolidated  Statements  of  Cash  Flows. . . . . . . . . . . . . . . . .   F-7

Notes  to  Consolidated  Financial  Statements . . . . . . . . . . . . . .   F-8


<PAGE>
                   McNair, McLemore, Middlebrooks & Co., LLP
                          CERTIFIED PUBLIC ACCOUNTANTS

RALPH S. McLEMORE, SR., CPA (1963-1977)
SIDNEY B. McNAIR, CPA (1954-1992)
---------------------------------------


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


                                 March 25, 2005

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Board of Directors
NBOG Bancorporation, Inc.

We  have  audited  the  accompanying  consolidated  balance  sheets  of  NBOG
BANCORPORATION,  INC.  AND  SUBSIDIARY  as of December 31, 2004, and the related
consolidated  statements  of operations, comprehensive income (loss), changes in
stockholders' equity and cash flows for the year then ended.  These consolidated
financial  statements  are  the responsibility of the Company's management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements  based  on our audit.   The consolidated financial statements of NBOG
Bancorporation,  Inc.  and  Subsidiary  as  of  December  31, 2003 and 2002 were
audited  by  other  auditors  whose  report dated February 20, 2004 expressed an
unqualified  opinion  on  those  statements.

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

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



                                  /s/  McNAIR, McLEMORE, MIDDLEBROOKS & CO., LLP
                                       McNAIR, McLEMORE, MIDDLEBROOKS & CO., LLP


--------------------------------------------------------------------------------
           389 Mulberry Street - Post Office Box One - Macon, GA 31202
               Telephone (478) 746-6277 - Facsimile (478) 743-6858
                                 www.mmmcpa.com


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

                                     ASSETS

                                                             2004          2003
                                                         ------------  ------------
<S>                                                      <C>           <C>
CASH AND CASH EQUIVALENTS
  Cash and Due from Banks                                $ 1,125,521   $ 1,439,912
  Federal Funds Sold                                       5,301,000     2,365,000
                                                         ------------  ------------

                                                           6,426,521     3,804,912
                                                         ------------  ------------

INVESTMENT SECURITIES AVAILABLE FOR SALE, AT FAIR VALUE    5,348,728     2,744,662
                                                         ------------  ------------

OTHER INVESTMENTS                                            234,850       207,550
                                                         ------------  ------------

LOANS                                                     32,291,811    47,163,482
  Allowance for Loan Losses                                 (989,852)     (565,962)
                                                         ------------  ------------

                                                          31,301,959    46,597,520
                                                         ------------  ------------

PREMISES AND EQUIPMENT                                     2,464,768       691,051
                                                         ------------  ------------

OTHER REAL ESTATE                                          1,905,053       179,303
                                                         ------------  ------------

OTHER ASSETS                                                 329,640     1,382,318
                                                         ------------  ------------

TOTAL ASSETS                                             $48,011,519   $55,607,316
                                                         ============  ============

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


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


                      LIABILITIES AND STOCKHOLDERS' EQUITY


                                                        2004          2003
                                                    ------------  ------------
<S>                                                 <C>           <C>
DEPOSITS
  Noninterest-Bearing                               $ 2,325,228   $ 2,241,644
  Interest-Bearing                                   41,401,631    46,843,478
                                                    ------------  ------------

                                                     43,726,859    49,085,122
                                                    ------------  ------------

OTHER LIABILITIES                                       366,640        45,267
                                                    ------------  ------------

COMMITMENTS

STOCKHOLDERS' EQUITY
  Preferred Stock, No Par Value; 10,000,000 Shares
    Authorized; No Shares Issued and Outstanding              -             -
  Common Stock, No Par Value; 50,000,000 Shares
    Authorized; 805,389 and 746,890 Shares Issued
    and Outstanding in 2004 and 2003, Respectively    7,527,820     7,176,408
  Accumulated Deficit                                (3,585,102)     (695,561)
  Accumulated Other Comprehensive Loss                  (24,698)       (3,920)
                                                    ------------  ------------

                                                      3,918,020     6,476,927
                                                    ------------  ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY          $48,011,519   $55,607,316
                                                    ============  ============

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


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


                                                          2004         2003          2002
                                                      ------------  -----------  ------------
<S>                                                   <C>           <C>          <C>
INTEREST INCOME
  Loans, Including Fees                               $ 3,370,322   $3,217,455   $   925,545
  Investments                                              95,727      149,595       123,512
  Federal Funds Sold                                       80,277       53,639       234,404
                                                      ------------  -----------  ------------

                                                        3,546,326    3,420,689     1,283,461
                                                      ------------  -----------  ------------

INTEREST EXPENSE
  Deposits                                              1,144,287    1,333,018       876,975
  Other                                                         -            -         7,450
                                                      ------------  -----------  ------------

                                                        1,144,287    1,333,018       884,425
                                                      ------------  -----------  ------------

NET INTEREST INCOME                                     2,402,039    2,087,671       399,036

  Provision for Loan Losses                             2,274,748      341,305       259,744
                                                      ------------  -----------  ------------

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES       127,291    1,746,366       139,292
                                                      ------------  -----------  ------------

NONINTEREST INCOME
  Service Charges on Deposits                              70,688       64,355        17,870
  Gain on Sale or Call of Investment Securities               211        4,816             -
  Mortgage Origination and Processing Fees                 84,980      170,092         3,477
  Other                                                     5,434       18,846        21,119
                                                      ------------  -----------  ------------

                                                          161,313      258,109        42,466
                                                      ------------  -----------  ------------

NONINTEREST EXPENSES
  Salaries and Employee Benefits                        1,164,723      890,642       736,326
  Occupancy and Equipment                                 306,816      267,168       184,870
  Professional Fees                                       266,531      140,449        72,403
  Other                                                   775,318      376,526       328,985
                                                      ------------  -----------  ------------

                                                        2,513,388    1,674,785     1,322,584
                                                      ------------  -----------  ------------

INCOME (LOSS) BEFORE INCOME TAXES                      (2,224,784)     329,690    (1,140,826)

  Income Taxes (Benefit)                                  664,757     (649,757)            -
                                                      ------------  -----------  ------------

NET INCOME (LOSS)                                     $(2,889,541)  $  979,447   $(1,140,826)
                                                      ============  ===========  ============

BASIC EARNINGS (LOSS) PER SHARE                       $     (3.87)  $     1.45   $     (1.74)
                                                      ============  ===========  ============

WEIGHTED AVERAGE SHARES OUTSTANDING                   $   747,391   $  673,408   $   655,722
                                                      ============  ===========  ============

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


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


                                                             2004        2003         2002
                                                         ------------  ---------  ------------
<S>                                                      <C>           <C>        <C>
NET INCOME (LOSS)                                        $(2,889,541)  $979,447   $(1,140,826)
                                                         ------------  ---------  ------------

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX
  Gains (Losses) on Securities Arising During the Year       (20,639)   (63,796)       63,055
  Reclassification Adjustment                                   (139)    (3,179)            -
                                                         ------------  ---------  ------------

  Unrealized Gains (Losses) on Securities                    (20,778)   (66,975)       63,055
                                                         ------------  ---------  ------------

COMPREHENSIVE INCOME (LOSS)                              $(2,910,319)  $912,472   $(1,077,771)
                                                         ============  =========  ============

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


                                      F - 5
<PAGE>
<TABLE>
<CAPTION>
                                            NBOG BANCORPORATION, INC. AND SUBSIDIARY
                                   CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                      FOR THE YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002

                                                 COMMON STOCK           STOCK                        ACCUMULATED
                                             ---------------------   SUBSCRIPTION    ACCUMULATED    COMPREHENSIVE
                                              SHARES     AMOUNT       RECEIVABLE       DEFICIT      INCOME (LOSS)      TOTAL
                                             --------  -----------  --------------  -------------  ---------------  ------------
<S>                                          <C>       <C>          <C>             <C>            <C>              <C>
BALANCE, DECEMBER 31, 2001                          -  $      200   $        (200)  $   (534,182)  $            -   $  (534,182)

  Proceeds from Stock Offering,
    Net of Offering Costs of $273,438         655,722   6,282,782                                                     6,282,782
  Cancellation of Organizational
    Shares Subscription                                      (200)            200
  Unrealized Gain on Securities
    Available for Sale                                                                                     63,055        63,055
  Net Loss                                                                            (1,140,826)                    (1,140,826)
                                             --------  -----------  --------------  -------------  ---------------  ------------

BALANCE, DECEMBER 31, 2002                    655,722   6,282,782                     (1,675,008)          63,055     4,670,829

  Proceeds from Stock Offering,
    Net of Offering Costs of $18,055           91,168     893,626                                                       893,626
  Unrealized Loss on Securities Available
    for Sale, Net of Tax Benefit of $34,502                                                               (66,975)      (66,975)
  Net Income                                                                             979,447                        979,447
                                             --------  -----------  --------------  -------------  ---------------  ------------

BALANCE, DECEMBER 31, 2003                    746,890   7,176,408                       (695,561)          (3,920)    6,476,927

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

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

See accompanying notes to consolidated financial statements.
</TABLE>


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


                                                                        2004          2003           2002
                                                                    ------------  -------------  -------------
<S>                                                                 <C>           <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Income (Loss)                                                 $(2,889,541)  $    979,447   $ (1,140,826)
  Adjustments to Reconcile Net Income (Loss) to
    Net Cash Provided (Used) by Operating Activities
      Provision for Loan Losses                                       2,274,749        341,305        259,744
      Provision for Losses on Other Real Estate                          46,684              -              -
      Depreciation, Amortization and Accretion                          164,909        168,110        111,930
      Gain on Sale or Call of Investment
        Securities Available for Sale                                      (211)        (4,816)             -
      (Gain) Loss on Sale of Other Real Estate                           40,796         (2,479)             -
      Loss on Sale or Retirement of Premises and Equipment               28,001              -              -
      CHANGE IN
        Other Assets                                                    967,018       (761,181)      (169,931)
        Other Liabilities                                               321,375       (446,104)       470,723
                                                                    ------------  -------------  -------------

                                                                        953,780        274,282       (468,360)
                                                                    ------------  -------------  -------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of Investment Securities Available for Sale              (4,023,692)    (2,516,719)    (6,906,472)
  Proceeds from Maturities, Calls and Paydowns of
    Investment Securities Available for Sale                          1,375,342      2,595,335              -
  Proceeds from Sales of Investment Securities Available for Sale             -      4,011,338              -
  Purchases of Other Investments                                       (100,400)       (74,900)      (145,250)
  Proceeds from the Sale of Other Investments                            73,100         12,600              -
  Net Change in Loans                                                10,937,452    (21,822,551)   (25,976,459)
  Proceeds from the Sale of Other Real Estate                           366,494         36,784              -
  Proceeds from the Sale of Premises and Equipment                       14,500              -              -
  Purchases of Premises and Equipment,
    Including Construction in Progress                               (1,968,116)      (176,906)      (481,717)
                                                                    ------------  -------------  -------------

                                                                      6,674,680    (17,935,019)   (33,509,898)
                                                                    ------------  -------------  -------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Net Change in Deposits                                             (5,358,263)     6,777,796     42,307,326
  Repayment of Notes Payable                                                  -              -     (1,082,140)
  Payment of Deferred Offering Costs                                          -        (18,055)        (8,921)
  Proceeds from the Issuance of Common Stock                            351,412        911,681      6,556,220
                                                                    ------------  -------------  -------------

                                                                     (5,006,851)     7,671,422     47,772,485
                                                                    ------------  -------------  -------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                  2,621,609     (9,989,315)    13,794,227

CASH AND CASH EQUIVALENTS, BEGINNING                                  3,804,912     13,794,227              -
                                                                    ------------  -------------  -------------

CASH AND CASH EQUIVALENTS, ENDING                                   $ 6,426,521   $  3,804,912   $ 13,794,227
                                                                    ============  =============  =============

See  accompanying  notes  to  consolidated  financial  statements.
</TABLE>


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES  OF  CONSOLIDATION

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

NATURE  OF  OPERATIONS

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

USE  OF  ESTIMATES

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

RECLASSIFICATIONS

In  certain  instances,  amounts reported in prior years' consolidated financial
statements have been reclassified to conform to statement presentations selected
for  2004.  Such  reclassifications  had  no  effect  on  previously  reported
stockholders'  equity  or  net  income.

CONCENTRATIONS OF CREDIT RISK

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

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


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

INVESTMENT  SECURITIES

Investment  securities  are  recorded  under  the  provisions  of  Statement  of
Financial Accounting Standards (SFAS) No. 115, whereby the Bank may classify its
securities  as  trading,  available  for  sale  or  held  to  maturity.  Trading
securities are purchased and held for sale in the near term.  Securities held to
maturity  are  those  which  the  Bank  has the ability and intent to hold until
maturity.  All  other  securities  not classified as trading or held to maturity
are  considered  available  for  sale.  As  of  December  31, 2004 and 2003, all
investment  securities  are  classified  as  available  for  sale.

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

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

OTHER  INVESTMENTS

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

LOANS

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

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


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

ALLOWANCE  FOR  LOAN  LOSSES

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

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

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

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

PREMISES  AND  EQUIPMENT

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


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

OTHER  REAL  ESTATE

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

INCOME  TAXES

The  Company accounts for income taxes under the liability method.  Accordingly,
deferred  tax  assets  and  liabilities  are  recognized  for  the  future  tax
consequences  attributable  to  differences  between  the  financial  statement
carrying  amounts  of  existing  assets and liabilities and their respective tax
bases and operating loss and tax credit carry forwards.  Deferred tax assets and
liabilities  are  measured  using enacted tax rates expected to apply to taxable
income  in  the  years  in  which those temporary differences are expected to be
recovered  or  settled.  The  effect on deferred tax assets and liabilities of a
change  in  tax  rates is recognized in earnings in the period that includes the
enactment  date.

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

COMPREHENSIVE  INCOME

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

NET  INCOME  (LOSS)  PER  SHARE

     Net  earnings  (loss)  per  common  share are based on the weighted average
number  of common shares outstanding during the period. The effects of potential
common  shares  outstanding,  including  warrants,  Net income (loss) per common
share  are  based  on  the  weighted average number of common shares outstanding
during  the  period.  The  effects  of  potential  common  shares  outstanding,
including  warrants,  are  included in diluted earnings per share. For both 2004
and 2003, there were no common stock equivalents as the strike price equaled the
market value of the stock during 2004 and 2003. No common stock equivalents were
considered  in 2002 as the effects of such would be antidilutive to the loss per
share  calculation.


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

STOCK  COMPENSATION  PLANS

     Statement  of  Financial  Accounting  Standards  No.  123,  "Accounting for
Stock-Based  Compensation,"  encourages all entities to adopt a fair value based
method  of  accounting for employee stock Statments SFAS No. 123, Accounting for
Stock-Based  Compensation,  encourages  all entities to adopt a fair value based
method of accounting for employee stock compensation plans, whereby compensation
cost  is  measured  at  the  grant  date  based on the value of the award and is
recognized  over  the  service  period,  which  is  usually  the vesting period.
However,  it  also allows an entity to continue to measure compensation cost for
those  plans  using the intrinsic value based method of accounting prescribed by
Accounting  Principles  Board  Opinion  No.  25,  Accounting for Stock Issued to
Employees,  (APB  25)  whereby  compensation  cost is the excess, if any, of the
quoted  market  price of the stock at the grant date (or other measurement date)
over  the amount an employee must pay to acquire the stock.  Under ABP 25, stock
options  issued under the Company's stock option plan have no intrinsic value at
the  grant  date  and, as such, no compensation cost is recognized.  The Company
has  elected  to  continue  with  the  accounting  methodology in APB 25.  As of
December 31, 2004, the Company's stock options had an additional proforma effect
of  $40,920,  net  of  tax,  to  the  $2,889,541 net loss incurred for the year.
However,  as  of December 31, 2003, the Company's options had no proforma effect
to  net  earnings reported as there were no options that vested in the reporting
period.

STATEMENTS  OF  CASH  FLOWS

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

Supplementary  cash  flow  information:

<TABLE>
<CAPTION>
                                                       2004         2003        2002
                                                    -----------  -----------  --------
<S>                                                 <C>          <C>          <C>
Cash Paid During the Year for Interest,
  Net of Capitalized Interest of $51,162
  and $6,050 in 2004 and 2003, Respectively         $1,204,717   $1,697,119   $417,393
                                                    ===========  ===========  ========

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

Noncash investing and financing activities:

                                                       2004         2003        2002
                                                    -----------  -----------  --------

Transfer of Loans to Other Real Estate              $2,425,179   $  600,441   $      -
                                                    ===========  ===========  ========

Change in Unrealized Gain (Loss)
  on Securities Available for Sale                  $  (20,778)  $  (66,975)  $ 63,055
                                                    ===========  ===========  ========

Recognition of Previously Deferred Offering Costs   $        -   $        -   $264,517
                                                    ===========  ===========  ========
</TABLE>


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

CHANGES  IN  ACCOUNTING  PRINCIPLES AND EFFECTS OF NEW ACCOUNTING PRONOUNCEMENTS

Emerging  Issues  Task Force Issue No. 03-1, The Meaning of Other-Than-Temporary
Impairment  and  Its Application to Certain Investments,  (EITF 03-1) was issued
in  late  2003  with  an  effective  date of March 31, 2004.  EITF 03-1 provides
guidance  for  determining  the meaning of "other-than-temporarily impaired" and
its  application  to certain debt and equity securities within the scope of SFAS
No.  115,  Accounting for Certain Investments in Debt and Equity Securities, and
investments  accounted  for  under  the cost method.  The guidance requires that
investments which have declined in value due to credit concerns or solely due to
changes  in  interest  rates must be recorded as other than temporarily impaired
unless  the  Bank  can assert and demonstrate its intention to hold the security
for  a  period of time sufficient to allow for a recovery of fair value up to or
beyond  the  cost  of the investment which might mean maturity.  This issue also
requires  disclosures  assessing  the  ability and intent to hold investments in
instances  in  which an investor determines that an investment with a fair value
less  than  cost  is  not  other  than  temporarily  impaired.

On  September 30, 2004, the FASB delayed indefinitely the effective date for the
measurement and recognition guidance contained in EITF 03-1. This delay does not
suspend  the  requirement  to  recognize  other  than  temporary  impairments as
required by existing authoritative literature or to disclose certain information
on impaired investments.  The application of the guidance originally included in
EITF 03-1 would not have had a material effect on the Bank's financial condition
or  results  of  operations.

In  December  2004,  the  FASB issued an amendment to SFAS 123 (SFAS 123R) which
eliminates  the  ability  to  account  for share-based compensation transactions
using Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees,  and generally requires that such transactions be accounted for using
a  fair  value-based  method. SFAS 123R will be effective for the Bank beginning
January  1, 2006. The adoption of SFAS 123R will not result in a material impact
on  the  Bank's  results  of  operations  or  financial  condition.


                                     F - 13
<PAGE>
(2)  INVESTMENT  SECURITIES  AVAILABLE  FOR  SALE

At  December  31, 2004 and 2003, the amortized cost and fair value of investment
securities  available  for  sale  are  summarized  as  follows:

<TABLE>
<CAPTION>
                                           GROSS        GROSS
                            AMORTIZED   UNREALIZED    UNREALIZED      FAIR
          2004                 COST        GAINS        LOSSES       VALUE
                            ----------  -----------  ------------  ----------
<S>                         <C>         <C>          <C>           <C>

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

                            $5,386,150  $     2,007  $   (39,429)  $5,348,728
                            ==========  ===========  ============  ==========

         2003

U.S. Government Agencies
  and Treasuries            $1,498,128  $     1,020  $    (5,533)  $1,493,615
Mortgage Backed Securities   1,252,473        4,320       (5,746)   1,251,047
                            ----------  -----------  ------------  ----------

                            $2,750,601  $     5,340  $   (11,279)  $2,744,662
                            ==========  ===========  ============  ==========
</TABLE>

The  following  outlines  the  unrealized  losses  and  fair value by investment
category and length of time that individual securities have been in a continuous
unrealized  loss  position  at  December  31,  2004  and  2003:

<TABLE>
<CAPTION>
                         LESS THAN             12  MONTHS
                         12 MONTHS             OR GREATER             TOTAL
                 ------------------------  -------------------  ------------------------
                                GROSS                 GROSS                    GROSS
                    FAIR      UNREALIZED    FAIR   UNREALIZED      FAIR      UNREALIZED
      2004         VALUE        LOSSES     VALUE     LOSSES       VALUE        LOSSES
                 ----------  ------------  ------  -----------  ----------  ------------
<S>              <C>         <C>           <C>     <C>          <C>         <C>
U.S. Government
  Agencies       $1,484,850  $   (14,101)  $    -  $         -  $1,484,850  $   (14,101)
Mortgage Backed
  Securities      2,702,736      (25,328)       -            -   2,702,736      (25,328)
                 ----------  ------------  ------  -----------  ----------  ------------

                 $4,187,586  $   (39,429)  $    -  $         -  $4,187,586  $   (39,429)
                 ==========  ============  ======  ===========  ==========  ============

      2003

U.S. Government
  Agencies       $  492,815  $    (5,533)  $    -  $         -  $  492,815  $    (5,533)
Mortgage Backed
  Securities        919,088       (5,746)       -            -     919,088       (5,746)
                 ----------  ------------  ------  -----------  ----------  ------------

                 $1,411,903  $   (11,279)  $    -  $         -  $1,411,903  $   (11,279)
                 ==========  ============  ======  ===========  ==========  ============
</TABLE>


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

At  December  31,  2004,  unrealized  losses on the debt securities arose due to
changing interest rates and market conditions and are considered to be temporary
because of acceptable investment grades where the repayment sources of principal
and  interest  are  backed  by  the  U.S.  Government  and  Government sponsored
corporations.  At  December  31, 2004, six out of nine securities issued by U.S.
Government  agencies  and  Government sponsored corporations, including mortgage
backed  securities,  contained  unrealized  losses.

The  amortized  cost and estimated fair value of investment securities available
for  sale  at  December  31,  2004,  by  contractual  maturity, are shown below.
Expected  maturities  will  differ from contractual maturities because borrowers
have  the right to call or prepay obligations with or without call or prepayment
penalties.

<TABLE>
<CAPTION>
                            AMORTIZED    ESTIMATED
                               COST     FAIR VALUE
                            ----------  -----------
<S>                         <C>         <C>
U.S. Government Agencies
  1 to 5 Years              $1,498,951  $ 1,484,850
Mortgage Backed Securities   3,887,199    3,863,878
                            ----------  -----------

                            $5,386,150  $ 5,348,728
                            ==========  ===========
</TABLE>

At  December 31, 2004, there were no securities required to be pledged to secure
public deposits.  Securities with a carrying value of approximately $80,000 were
pledged  to  secure  public  deposits  at  December  31,  2003.

Proceeds  from  the  sales  of  investment securities available for sale totaled
$4,011,338  for  the year ended December 31, 2003.  Gross gains in the amount of
$4,816 were recognized on those sales by the Company during 2003.  There were no
sales  of  investment  securities  in  2004  and  2002.


(3)  LOANS

The composition of loans as of December 31 are:

<TABLE>
<CAPTION>
                                           2004         2003
                                        -----------  -----------
<S>                                     <C>          <C>
Commercial, Financial and Agricultural  $ 7,043,577  $ 7,213,085
Real Estate-Mortgage                     15,821,976   19,222,273
Real Estate-Construction                  1,782,584   10,671,023
Consumer                                  7,643,674   10,057,101
                                        -----------  -----------

                                        $32,291,811  $47,163,482
                                        ===========  ===========
</TABLE>

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


                                     F - 15
<PAGE>
(4)  ALLOWANCE  FOR  LOAN  LOSSES

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

<TABLE>
<CAPTION>
                                               2004        2003       2002
                                           ------------  ---------  ---------
<S>                                        <C>           <C>        <C>
BALANCE, BEGINNING                         $   565,962   $257,589   $      -
  Provision Charged to Operating Expenses    2,274,749    341,305    259,744
  Loans Charged Off                         (2,048,216)   (40,384)    (2,155)
  Loan Recoveries                              197,357      7,452          -
                                           ------------  ---------  ---------

BALANCE, ENDING                            $   989,852   $565,962   $257,589
                                           ============  =========  =========
</TABLE>

At  December  31,  2004  and  2003,  the  total  recorded investment in loans on
nonaccrual  status  approximated  $1,730,000 and $0, respectively.  The recorded
investment  in  loans  past  due  90  days  or  more and still accruing interest
approximated  $0  and  $405,000  as of December 31, 2004 and 2003, respectively.
Impaired  loans  approximated  $656,000 and $0 as of December 31, 2004 and 2003,
respectively.  The allowance for loan loss does not include a specific allowance
component for impaired loans as of December 31, 2004.  The average investment in
impaired  loans during 2004 approximated $1,938,000.  Interest income recognized
on  impaired  loans in 2004 approximated $21,900.  Interest income recognized on
impaired  loans  on  a  cash  basis in 2004 approximated $35,100.  There were no
loans  classified  as  impaired  during  2003  or 2002.  No additional funds are
committed  to  be  advanced  in  connection  with  impaired  loans.


(5)  PREMISES  AND  EQUIPMENT

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

<TABLE>
<CAPTION>
                               2004         2003
                            -----------  ----------
<S>                         <C>          <C>
Land and Land Improvements  $  402,006   $ 341,569
Building                     1,655,022       6,506
Furniture and Equipment        636,009     320,814
Leasehold Improvements               -      18,445
Bank Vehicles                    6,795      45,447
Construction in Process          1,016     154,882
                            -----------  ----------

                             2,700,848     887,663

Accumulated Depreciation      (236,080)   (196,612)
                            -----------  ----------

                            $2,464,768   $ 691,051
                            ===========  ==========
</TABLE>

Depreciation  charged  to  operations totaled $139,505, $109,117 and $82,561 for
2004,  2003  and  2002,  respectively.

Capitalized  interest included in premises and equipment totaled $51,162, $6,050
and  $0  in  2004,  2003  and  2002,  respectively.


                                     F - 16
<PAGE>
(6)  DEPOSITS

The aggregate amount of overdrawn deposit accounts reclassified as loan balances
totaled  $31,301  and  $13,788  as  of December 31, 2004 and 2003, respectively.

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

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

Interest-Bearing Demand  $   734,977  $   357,509
Savings                    4,205,161    5,265,995
Time, $100,000 and Over   10,423,923   13,320,693
Other Time                26,037,570   27,898,281
                         -----------  -----------


                         $41,401,631  $46,843,478
                         ===========  ===========
</TABLE>

The  aggregate  amount  of short-term jumbo certificates of deposit, each with a
minimum denomination of $100,000, was approximately $8,340,000 and $9,923,000 as
of  December  31,  2004  and  2003,  respectively.

As of December 31, 2004, the scheduled maturities of certificates of deposit are
as  follows:

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

    2005                $30,425,140
    2006                  3,890,178
    2007                  1,462,968
    2008                    397,762
    2009                    285,445

                        $36,461,493
                        -----------
</TABLE>

(7)  INCOME  TAXES

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

<TABLE>
<CAPTION>
                                   2004         2003
                               ------------  ----------
<S>                            <C>           <C>
Deferred Expense               $ 2,455,382   $   7,405
Change in Valuation Allowance   (1,790,625)   (657,162)
                               ------------  ----------

                               $   664,757   $(649,757)
                               ============  ==========
</TABLE>


                                     F - 17
<PAGE>
(7)  INCOME  TAXES  (CONTINUED)

The  difference  between  income tax expense and the amount computed by applying
the  statutory  federal  income tax rate to the earnings before income taxes for
the  year  ended  December  31,  2004  relates  primarily  to  the change in the
valuation  allowance.

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

<TABLE>
<CAPTION>
                                            2004        2003
                                        ------------  --------
<S>                                     <C>           <C>
DEFERRED INCOME TAX ASSETS
  Allowance for Loan Losses             $   226,043   $203,651
  Preopening Expenses                       107,263    162,367
  Premises and Equipment                      3,902     14,028
  Operating Loss Carryforwards            1,424,504    267,866
  Net Unrealized Losses on Investments
    Securities Available for Sale            12,723      2,019
  Other                                      28,913      1,845
                                        ------------  --------

Total Gross Deferred Income Tax Assets    1,803,348    651,776
Less Valuation Allowance                 (1,790,625)         -
                                        ------------  --------

NET DEFERRED TAX ASSET                  $    12,723   $651,776
                                        ============  ========
</TABLE>

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

At  December  31,  2004,  the  Company  had federal and state net operating loss
carryforwards  for  tax  purposes of approximately $4,272,000, which will expire
beginning  in  2017  if  not  previously  utilized.


                                     F - 18
<PAGE>
(8)  BORROWINGS

The  Bank  had  lines of credit available at December 31, 2004 and 2003 totaling
$3,900,000  with  its  correspondent  banks which represent available credit for
overnight  borrowings  from financial institutions. No balances were outstanding
as  of  December  31,  2004  and  2003.


(9)  COMMITMENTS

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

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

The  following  summarizes  commitments  as  of  December  31:

<TABLE>
<CAPTION>
                                           APPROXIMATE
                                         CONTRACT  AMOUNT
                                      ----------------------
                                         2004        2003
                                      ----------  ----------
<S>                                   <C>         <C>
Financial Instruments Whose Contract
  Amounts Represent Credit Risk
    Commitments to Extend Credit      $1,314,000  $4,310,000
    Standby Letters of Credit            130,000     242,000
</TABLE>

Commitments  to  extend  credit  are agreements to lend to a customer as long as
there  is no violation of any condition established in the contract. Commitments
generally  have  fixed  expiration  dates  or  other termination clauses and may
require payment of a fee. Since many of the commitments may expire without being
drawn  upon,  the  total  commitment amounts do not necessarily represent future
cash  requirements.  The  Bank  evaluates  each customer's creditworthiness on a
case-by-case  basis.  The  amount of collateral obtained, if deemed necessary by
the  Bank,  upon extension of credit is based on management's credit evaluation.
Collateral  held  varies  but  may  include unimproved and improved real estate,
certificates  of  deposit  or  personal  property.

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


                                     F - 19
<PAGE>
(10)  STOCKHOLDERS'  EQUITY

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

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


(11)  RELATED  PARTY  TRANSACTIONS

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

The  following  summary  reflects  activities  for  related  party  loans:

<TABLE>
<CAPTION>
                           2004        2003
                        ----------  ----------
<S>                     <C>         <C>
BALANCE, BEGINNING      $ 195,460   $ 432,596
  New Loans               803,580     143,425
  Principal Repayments   (126,426)   (380,561)
                        ----------  ----------

BALANCE, ENDING         $ 872,614   $ 195,460
                        ==========  ==========
</TABLE>

As  of  December 31, 2004 and 2003, deposit accounts for related parties totaled
approximately  $232,000  and  $218,000,  respectively.


                                     F - 20
<PAGE>
(12)  EMPLOYEE  AND  DIRECTOR  BENEFIT  PLANS

STOCK  OPTION  PLAN  AND  WARRANTS

Organizers  of  the Company are entitled to receive, in aggregate, 199,736 stock
warrants.  Each  warrant entitles its holder to purchase, at any time within ten
years  from  the  date  the Bank opened for business, an additional share of the
Company's  common  stock for $10.00. These warrants vest at a rate of 33 percent
annually  on  each  anniversary of the Bank opening, so long as the director has
served  continuously  as  a  director of the Company from opening date until the
particular  anniversary  and has attended a minimum of 75 percent of the board's
meetings.  In  the  event  of  a change in control, the above warrants will vest
immediately.

During  2003,  the  stockholders  approved a stock option plan (the Option Plan)
whereby  the  Company may grant options to acquire shares of common stock of the
Company  at  the then fair value. A total of 125,000 shares of common stock were
reserved  for possible issuance under this plan. Vesting periods are established
by  the  board  at  the date of grant and expire on the tenth anniversary of the
grant  date.

During  2004, the board of directors approved the granting of nonqualified stock
options  to  an  executive  of the Company.  The options allow the executive the
right  to  purchase  27,500  shares  at an exercise price of $10 per share.  The
options  expire  on  the  tenth  anniversary  of  the grant date and vest over a
three-year  period.

A summary of activity related to the stock options, for the years ended December
31,  2004  and  2003  is  presented  below:

<TABLE>
<CAPTION>
                                                     WEIGHTED AVERAGE
                                             SHARES   EXERCISE PRICE
                                             ------  -----------------
<S>                                          <C>     <C>
Outstanding, December 31, 2002                    -  $               -
  Granted                                    81,000              10.00

Outstanding, December 31, 2003               81,000              10.00

Granted                                      27,500              10.00
Forfeited                                    20,000              10.00
                                             ------  -----------------

Outstanding, December 31, 2004               88,500  $           10.00
                                             ======  =================

Eligible to be Exercised, December 31, 2004  21,000  $           10.00
                                             ======  =================
</TABLE>

The  weighted  average  fair values of options granted during 2004 and 2003 were
$3.43 and $3.10, respectively.  The fair value of each option grant is estimated
on  the  date  of  the  grant  using  the  Minimum  Value pricing model with the
following  weighted  average  assumptions  used:

<TABLE>
<CAPTION>
                              2004           2003
                          -------------  -------------
<S>                       <C>            <C>
Dividend Yield                    0.00%          0.00%
Risk Free Interest Rate           4.25%          3.85%
Expected Life (in Years)            10             10
</TABLE>


                                     F - 21
<PAGE>
(13)  FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS

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

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

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

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

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

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

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

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

<TABLE>
<CAPTION>
                                                     2004                    2003
                                             ----------------------  ----------------------
                                             CARRYING    ESTIMATED   Carrying    Estimated
                                              AMOUNT    FAIR VALUE    Amount    Fair Value
                                             ---------  -----------  ---------  -----------
                                                              (in Thousands)
<S>                                          <C>        <C>          <C>        <C>

ASSETS
  Cash and Short-Term Investments            $   6,427  $     6,427  $   3,805  $     3,805
  Investment Securities Available for Sale       5,349        5,349      2,745        2,745
  Other Investments                                235          235        208          208
  Loans                                         32,292       33,040     47,163       48,606

LIABILITIES
  Deposits                                      43,727       43,390     49,085       49,226

UNRECOGNIZED FINANCIAL INSTRUMENTS
  Standby Letters of Credit                          -          130          -          242
  Unfulfilled Loan Commitments                       -        1,314          -        4,310
</TABLE>

(13)  FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS  (CONTINUED)


                                     F - 22
<PAGE>
Fair  value  estimates  are  made at a specific point in time, based on relevant
market  information  and  information  about  the  financial  instrument.  These
estimates do not reflect any premium or discount that could result from offering
for  sale  at one time the entire holdings of a particular financial instrument.
Because  no  market  exists  for  a  significant portion of the Bank's financial
instruments,  fair value estimates are based on many judgments.  These estimates
are  subjective  in  nature and involve uncertainties and matters of significant
judgment  and  therefore  cannot  be  determined  with  precision.  Changes  in
assumptions  could  significantly  affect  the  estimates.

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


(14)  REGULATORY  MATTERS

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

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

On  August 19, 2004, the board of directors entered into a formal agreement with
the  Office  of the Comptroller of the Currency (OCC), which outlines actions to
be  taken  by  the  Bank  to  address concerns by the OCC.  One provision of the
agreement  calls  for  the  Bank  to  maintain a total capital (to risk-weighted
assets)  ratio  of  12.0 percent and tier 1 capital (to average assets) ratio of
8.0 percent as of December 31, 2004.  The tier 1 capital ratio to average assets
at  December  31,  2004  was  under  the  required  8.0  percent by 0.2 percent.

By  March  31,  2005,  the  Bank is required to maintain capital ratios of total
capital  to  risk  weighted assets of 14.0 percent and tier 1 capital to average
assets  of  9.0  percent.  The  Bank  has filed a capital plan for attaining the
required  level  of  regulatory capital that includes raising additional capital
through  a  stock offering.  The Bank has not received notification from the OCC
regarding  acceptance  or  rejection  of  its  capital  plan.

The  Bank  believes  it  has  materially complied with all regulatory orders and
restrictions.


                                     F - 23
<PAGE>
(14)  REGULATORY  MATTERS  (CONTINUED)

As  of  December 31, 2004, the most recent notification from the Federal Deposit
Insurance  Corporation  categorized  the  Bank  as  well  capitalized  under the
regulatory  framework  for  prompt  corrective action. To be categorized as well
capitalized,  the Bank must maintain minimum total risk-based, Tier 1 risk-based
and  Tier  1  leverage ratios as set forth in the table.  Additionally, under an
agreement  with  the  Office  of  the  Comptroller  of the Currency, the Bank is
required  to  maintain a Tier I capital to average asset ratio of no less than 8
percent for the first three years of operations.  The actual capital amounts and
ratios  for the Bank are also presented in the table. Disclosures related to the
Company  have  been  excluded  as  they  did  not significantly deviate from the
disclosure  herein.

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

DECEMBER 31, 2004

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

December 31, 2003

Total Capital to
  Risk-Weighted Assets         7,032       16.00         3,527        8.00         4,409       10.00
Tier I Capital to
  Risk-Weighted Assets         6,841       14.70         1,763        4.00         2,646        6.00
Tier I Capital to
  Average Assets               6,481       12.40         2,086        4.00         2,608        5.00
</TABLE>


                                     F - 24
<PAGE>
(15)  OTHER  OPERATING  EXPENSES

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

<TABLE>
<CAPTION>
                                       2004     2003     2002
                                     --------  -------  -------
<S>                                  <C>       <C>      <C>
Data Processing Fees                 $111,854  $83,606  $58,516
Advertising and Marketing              98,080   50,120   76,940
Insurance and Assessments              71,426   63,597   29,412
Office Supplies                        43,847   43,847   42,546
Other Loan Related and Repossession   264,333   19,729   13,795
Other Miscellaneous                    89,276   27,591   15,553
</TABLE>

(16) FINANCIAL INFORMATION OF NBOG BANCORPORATION, INC. (PARENT ONLY)

<TABLE>
<CAPTION>

             NBOG BANCORPORATION, INC. (PARENT ONLY)
                        BALANCE SHEETS
                          DECEMBER 31

                            ASSETS

                                               2004        2003
                                            ----------  ----------
<S>                                         <C>         <C>
Cash and Interest-Bearing Deposits          $   36,620  $  270,020
Investment in Subsidiary                     3,897,845   6,206,907
Other Assets                                     8,555           -
                                            ----------  ----------

TOTAL ASSETS                                $3,943,020  $6,476,927
                                            ==========  ==========

             LIABILITIES AND STOCKHOLDERS' EQUITY

OTHER LIABILITIES                           $   25,000  $        -

STOCKHOLDERS' EQUITY                         3,918,020   6,476,927
                                            ----------  ----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $3,943,020  $6,476,927
                                            ==========  ==========
</TABLE>


                                     F - 25
<PAGE>
(16) FINANCIAL INFORMATION OF NBOG BANCORPORATION, INC. (PARENT ONLY)

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


                                                          2004         2003          2002
                                                      ------------  -----------  ------------
<S>                                                   <C>           <C>          <C>
INTEREST INCOME                                       $       768   $      218   $    52,515
                                                      ------------  -----------  ------------
EXPENSES
  Salaries and Employee Benefits                                -            -        27,587
  Other Operating                                          82,615       46,498        31,377
                                                      ------------  -----------  ------------

                                                           82,615       46,498        58,964
                                                      ------------  -----------  ------------

LOSS BEFORE EQUITY IN
  UNDISTRIBUTED LOSS OF SUBSIDIARY                        (81,847)     (46,280)       (6,449)

EQUITY IN UNDISTRIBUTED INCOME (LOSS) OF SUBSIDIARY    (2,807,694)   1,025,727    (1,134,377)
                                                      ------------  -----------  ------------

NET INCOME (LOSS)                                     $(2,889,541)  $  979,447   $(1,140,826)
                                                      ============  ===========  ============
</TABLE>


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

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



                                                          2004          2003          2002
                                                      ------------  ------------  ------------
<S>                                                   <C>           <C>           <C>

CASH FLOWS FROM OPERATING ACTIVITIES
  Net Income (Loss)                                   $(2,889,541)  $   979,447   $(1,140,826)
  Adjustments to Reconcile Net Income (Loss) to Net
    Cash Provided (Used) by Operating Activities
      Equity in Undistributed Loss of Subsidiary        2,807,694    (1,025,727)    1,134,377
      CHANGE IN
        Other Assets                                       (8,555)            -             -
        Other Liabilities                                  25,000             -        18,504
                                                      ------------  ------------  ------------

                                                          (65,402)      (46,280)       12,055
                                                      ------------  ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES
  CAPITAL INFUSION IN SUBSIDIARY                         (519,410)     (615,001)   (5,439,539)
                                                      ------------  ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Net Change in Line of Credit                                  -             -    (1,082,140)
  Proceeds from Sale of Common Stock                      351,412       911,681     6,556,220
  Payments of Deferred Offering Costs                           -       (18,055)       (8,921)
                                                      ------------  ------------  ------------

                                                          351,412       893,626     5,465,159
                                                      ------------  ------------  ------------

NET INCREASE (DECREASE) IN CASH                          (233,400)      232,345        37,675

CASH AND INTEREST-BEARING DEPOSITS, BEGINNING             270,020        37,675             -
                                                      ------------  ------------  ------------

CASH AND INTEREST-BEARING DEPOSITS, ENDING            $    36,620   $   270,020   $    37,675
                                                      ============  ============  ============
</TABLE>

(17)  SUBSEQUENT  EVENT

The  Company filed a rights offering with the Securities and Exchange Commission
on February 4, 2005 to sell 1,000,000 shares of common stock at a proposed price
per unit of $6.  On March 17, 2005, the Company's board of directors approved to
revise  the  number  of  shares  and  price  per  unit of the rights offering to
1,500,000  shares and $4 per unit, respectively.  The proceeds from the offering
will  be  used  to satisfy the capital ratios required by the OCC and to support
the  continued  growth  of  the  Bank.


                                     F - 27