U.S. 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 fiscal year ended DECEMBER 31, 2002
                      -----------------

[ ]  Transition report under 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.
                            -------------------------
                 (Name of small business issuer in its charter)

     GEORGIA                                               58-2554464
-------------------------------                        -------------------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                         Identification No.)

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

Securities registered pursuant to Section 12(b) of the Act:     NONE.

Securities registered pursuant to Section 12(g) of the Act:     NONE.

Check whether the issuer:  (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period that Islands Bancorp was required to file such reports), and (2) has been
subject  to  such  filing  requirements  for past 90 days.  Yes   X     No____
                                                               ------

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  is  not  contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of  registrant's  knowledge, in definitive proxy or a
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.

The issuer's net loss for the year ended December 31, 2002 was $1,140,826.

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the stock was
sold, or the average bid and asked prices of such common equity, as of a
specified date within the past 60 days:   THE ESTIMATED AGGREGATE MARKET VALUE
OF THE COMMON STOCK HELD BY NON-AFFILIATES OF THE COMPANY ON MARCH 1, 2003 IS
$3,870,860.00.  THERE IS NO ACTIVE TRADING MARKET FOR THE COMPANY'S COMMON STOCK
AND IT IS NOT POSSIBLE TO IDENTIFY PRECISELY THE MARKET VALUE OF THE COMMON
STOCK.  THE ESTIMATED AGGREGATE MARKET VALUE OF THE COMMON STOCK HELD BY
NON-AFFILIATES IS BASED ON $10.00 PER SHARE, WHICH WAS THE OFFERING PRICE FOR
25,000 SHARES OF COMMON STOCK SOLD BY THE COMPANY ON MAY 23, 2002 THROUGH A
PRIVATE PLACEMENT.  THE COMPANY IS UNAWARE OF THE SALES PRICE OF ANY TRADES IN
THE COMPANY'S COMMON STOCK SINCE MAY 23, 2002.

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.   655,722 SHARES, NO PAR VALUE COMMON
STOCK, AS OF MARCH 1, 2003.

                       DOCUMENTS INCORPORATED BY REFERENCE
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.


                                     PART I

ITEM 1.      DESCRIPTION OF BUSINESS

                      BUSINESS OF THE COMPANY AND THE BANK

GENERAL

     NBOG  Bancorporation, Inc. (the Company), a bank holding company, owns 100%
of the outstanding common stock of  The National Bank of Gainesville (the Bank),
which  operates  in  the  Gainesville,  Georgia  area.

     The  Company closed its initial public offering of common stock on November
30,  2001,  having  sold  630,622  shares for total proceeds of $6,306,220.  The
subscription  proceeds  from the offering were released from escrow on March 22,
2002, and shares of the Company's common stock were issued to investors on March
25,  2002.  The  Company  used  $6,000,000  of the proceeds from the offering to
purchase all of the outstanding common stock of the Bank.  The Bank is currently
the Company's sole subsidiary, and the Company conducts substantially all of its
operations  through  the  Bank.  Additionally, on May 23, 2002, the Company sold
25,000 shares of its common stock for $250,000 through a private offering exempt
from  registration  under  the  Securities  Act  of  1933.


<PAGE>
     The  Bank received final approvals from bank regulators to commence banking
operations  on  March  21,  2002.  Accordingly, on March 25, 2002, the Company's
subsidiary  Bank commenced banking operations, and the Company ceased to operate
as  a  "development  stage  enterprise."

PRODUCTS AND SERVICES

     DEPOSIT  SERVICES.  The Company offers 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  and  variable  rates and 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.  We pay competitive interest rates on time and savings deposits up to the
maximum  permitted  by  law  or  regulation.  In addition, we have implemented 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.  We emphasize retail
banking, home mortgages and consumer lending needs.  The principal economic risk
associated  with  each  category  of  loans  that  the  Bank  makes  is  the
creditworthiness  of  the  borrower.  Borrower  creditworthiness  is affected by
general  economic  conditions  and  the strength of the relevant business market
segment.  General  economic  factors  affecting  a  borrower's  ability to repay
include  interest,  inflation  and  employment  rates,  as well as other factors
affecting  a  borrower's  customers,  suppliers  and  employees.

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


                                        3
<PAGE>
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 lending limit. We will not make any loans to
any  director,  officer, or employee on terms more favorable to such person than
would  be  available  to  an  unaffiliated  person.

     OTHER SERVICES.  In addition to deposit and loan services, the Bank offers
banking, cash management services, travelers' checks, direct deposit of payroll
and social security checks, and automatic drafts for various accounts.  The Bank
is a member of a network of automated teller machines that may be used by
customers in major cities throughout Georgia, the United States, and in various
cities worldwide.  The Bank offers VISA and MasterCard credit cards and merchant
credit card processing to the Bank's customers through third party vendors.  The
Bank will be reviewing opportunities for offering Internet banking services and
expects to provide appropriate services through third party vendor
relationships.

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


                                        4
<PAGE>
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 Comptroller of the Currency, mandate that financial institutions establish
real estate lending policies and establishing certain 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 executive 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 directors'
Asset/Liability and Investment Committee on a quarterly basis.  The directors'
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; the ratio of the allowance for loan losses to outstanding and
non-performing loans; and other variables, such as expected loan demand,
investment opportunities, core deposit growth within specified categories,
regulatory changes, monetary policy adjustments and the overall state of the
economy.

     The Bank's investment policy is to optimize income, consistent with
liquidity, asset quality and regulatory constraints.  The policy is reviewed
from time to time by the Board of Directors of the Bank.  Individual
transactions, portfolio composition and performance are reviewed and approved
monthly by the Board of Directors or a committee thereof.  The President and CEO
of the Bank implements the policy and reports to the full Board of Directors on
a monthly 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 certain balances
with such correspondents in noninterest-bearing accounts.

MARKET  OPPORTUNITIES  AND  COMPETITION

     The Bank primarily serves the Northeast Georgia market of Hall County,
including Gainesville and five smaller municipalities.  Hall County has a
population of approximately 120,000 and encompasses 392 square miles.  Lake
Lanier, a manmade lake with 607 miles of shoreline, forms the county's western


                                        5
<PAGE>
boundary.  Gainesville, the county seat, is situated approximately 50 miles
northeast of Atlanta and 100 miles southwest of Greenville, South Carolina.

     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, 2002, there were 45 offices of 13 banks operating and
reporting deposits in Hall County of $1,897,725,000.  Currently the Bank's three
local competitors are Gainesville Bank & Trust, Southern Heritage and Community
Bank and Trust.

EMPLOYEES

     As of December 31, 2002, the Company has one full-time employee, and the
Bank had 11 full-time employees and 3 part-time employees.  The Company and the
Bank consider their relationship with employees to be excellent.

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 are generally 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.

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

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

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

     -    merging or consolidating with any other bank holding company.

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


                                        6
<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.

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

     -    the bank holding company has registered securities under Section 12 of
          the Securities 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 not currently registered under the Securities Exchange
Act of 1934.  The regulations provide a procedure for challenging any rebuttable
presumption of control.

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

     -    Banking or managing or controlling banks; and

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

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

     -    Factoring accounts receivable;

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

     -    Leasing personal or real property;

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

     -    Trust company functions;

     -    Financial and investment advisory activities;

     -    Conducting discount securities brokerage activities;

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

     -    Providing specified management consulting and counseling activities;

     -    Performing selected data processing services and support services;

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

     -    Performing selected insurance underwriting activities.


                                        7
<PAGE>
     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.

     Generally, if the Company qualifies and elects to become a financial
holding company, it may engage in additional activities that are financial in
nature or incidental or complementary to financial activity.  The Bank Holding
Company Act expressly lists the following activities as 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.  While the Company meets the qualification standards
applicable to financial holding companies, the Company has not elected to become
a financial holding company at this time.

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


THE NATIONAL BANK OF GAINESVILLE

     Since the Bank is chartered as a national bank, it is primarily subject to
the supervision, examination and reporting requirements of the National Bank Act
and the regulations of the Office of the Comptroller of the Currency.  The
Office of the Comptroller of the Currency regularly examines the Bank's
operations and has the authority to approve or disapprove mergers, the
establishment of branches and similar corporate actions.  The Office of the
Comptroller of the Currency also has the power to prevent the continuance or
development of unsafe or unsound banking practices or other violations of law.
Additionally, the Bank's deposits are insured by the FDIC to the maximum extent
provided by law.  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


                                        8
<PAGE>
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.  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.  The federal banking agencies have specified by regulation the
relevant capital level for each category.

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

     FDIC INSURANCE ASSESSMENTS.  The FDIC has adopted a risk-based assessment
system for insured depository institutions that takes into account the risks
attributable to different categories and concentrations of assets and
liabilities.  The system assigns an institution to one of three capital
categories: (1) well capitalized; (2) adequately capitalized; and (3)
undercapitalized.  These three categories are substantially similar to the
prompt corrective action categories described above, with the "undercapitalized"
category including institutions that are undercapitalized, significantly
undercapitalized, and critically undercapitalized for prompt corrective action
purposes.  The FDIC also assigns an institution to one of three supervisory
subgroups based on a supervisory evaluation that the institution's primary
federal regulator provides to the FDIC and information that the FDIC determines
to be relevant to the institution's financial condition and the risk posed to
the deposit insurance funds.  Assessments range from 0 to 27 cents per $100 of
deposits, depending on the institution's capital group and supervisory subgroup.
In addition, the FDIC imposes assessments to help pay off the $780 million in
annual interest payments on the $8 billion Financing Corporation bonds issued in
the late 1980s as part of the government rescue of the thrift industry.  This
assessment rate is adjusted quarterly and is set at 1.68 cents per $100 of
deposits for the first quarter of 2003.


                                        9
<PAGE>
     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 Office of the
Comptroller of the Currency, shall evaluate the record of each financial
institution in meeting the credit needs of its local community, including low
and moderate-income neighborhoods.  These facts are also considered in
evaluating mergers, acquisitions, and applications to open a branch or facility.
Failure to adequately meet these criteria could impose additional requirements
and limitations on the Bank.  Since our aggregate assets are not more than $250
million, under the Gramm-Leach-Bliley Act, we are generally subject to a
Community Reinvestment Act examination only once every 60 months if we receive
an "outstanding" rating, once every 48 months if we receive a "satisfactory"
rating and as needed if our rating is less than "satisfactory."   Additionally,
we must publicly disclose the terms of various Community Reinvestment
Act-related agreements.

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

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

     -    Federal 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, governing the use and provision of
          information to credit reporting agencies;

     -    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, governing the
          repayment terms of, and property rights underlying, secured
          obligations of persons in military service; and

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

In addition to the federal and state laws noted above, the Georgia Fair Lending
Act ("GFLA") imposes restrictions and procedural requirements on most mortgage
loans made in Georgia, including home equity loans and lines of credit.  GFLA
became effective on October 1, 2002 and was amended on March 7, 2003.  While


                                       10
<PAGE>
selected provisions of GFLA apply regardless of the interest rate or charges on
the loan, the majority of the requirements apply only to "high cost home loans,"
as defined by GFLA, which the Bank currently does not offer.

The deposit operations of the Bank are subject to:

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

     -    The Electronic Funds Transfer Act and Regulation E issued by the
          Federal Reserve to implement that act, which govern 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.

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

     The minimum guideline for the ratio of total capital to risk-weighted
assets is 8%.  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, noncumulative
perpetual preferred stock, and a limited amount of qualifying cumulative
perpetual preferred stock, less goodwill and other specified intangible assets.
Tier 1 Capital must equal at least 4% of risk-weighted 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.

     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


                                       11
<PAGE>
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. As a new bank, the Office of the Comptroller of the Currency
has required that the Bank maintain a minimum leverage ratio of 8.0% for the
first three years of its operation.

     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 certain other restrictions on its business. As
described above, significant additional restrictions can be imposed on
FDIC-insured depository institutions that fail to meet applicable capital
requirements. See "-The National Bank of Gainesville-Prompt Corrective Action."

PAYMENT OF DIVIDENDS

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

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

     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 was 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.


                                       12
<PAGE>
RESTRICTIONS ON TRANSACTIONS WITH AFFILIATES

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

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

     -    a bank's investment in affiliates;

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

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

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

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

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

     The Bank is also subject to restrictions on extensions of credit to its
executive officers, 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 LEGISLATION


                                       13
<PAGE>
     In the wake of the tragic events of September 11th, on October 26, 2001,
the President signed the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act
of 2001.  Under the USA PATRIOT Act, financial institutions are subject to
prohibitions against specified financial transactions and account relationships
as well as enhanced due diligence and "know your customer" standards in their
dealings with foreign financial institutions and foreign customers.  For
example, the enhanced due diligence policies, procedures and controls generally
require financial institutions to take reasonable steps:

     -    to conduct enhanced scrutiny of account relationships to guard against
          money laundering and report any suspicious transaction;

     -    to ascertain the identity of the nominal and beneficial owners of, and
          the source of funds deposited into, each account as needed to guard
          against money laundering and report any suspicious transactions;

     -    to ascertain for any foreign bank, the shares of which are not
          publicly traded, the identity of the owners of the foreign bank and
          the nature and extent of the ownership interest of each such owner;
          and

     -    to ascertain whether any foreign bank provides correspondent accounts
          to other foreign banks and, if so, the identity of those foreign banks
          and related due diligence information.

     Under the USA PATRIOT Act, financial institutions must establish anti-money
laundering programs.  The USA PATRIOT Act sets forth minimum standards for these
programs, including:

     -    the development of internal policies, procedures and controls;

     -    the designation of a compliance officer;

     -    an ongoing employee training program; and

     -    an independent audit function to test the programs.

     Pursuant to the mandate of the USA PATRIOT Act, the Secretary of the
Treasury issued regulations effective April 24, 2002 applicable to financial
institutions.  Because all federally insured depository institutions are
required to have anti-money laundering programs, the regulations provide that a
financial institution which is subject to regulation by a "federal functional"
is in compliance with the regulations if it complies with the rules of its
primary federal regulator governing the establishment and maintenance of
anti-money laundering programs.

     Under the authority of the USA PATRIOT Act, the Secretary of the Treasury
adopted rules on September 26, 2002 increasing the cooperation and information
sharing between financial institutions, regulators and law enforcement
authorities regarding individuals, entities and organizations engaged in, or
reasonably suspected based on credible evidence of engaging in, terrorist acts
or money laundering activities.  Under the new rules, a financial institution is
required to:


                                       14
<PAGE>
     -    expeditiously search its records to determine whether it maintains or
          has maintained accounts, or engaged in transactions with individuals
          or entities, listed in a request submitted by the Financial Crimes
          Enforcement Network ("FinCEN");

     -    notify FinCEN if an account or transaction is identified;

     -    designate a contact person to receive information requests;

     -    limit use of information provided by FinCEN to: (1) reporting to
          FinCEN, (2) determining whether to establish or maintain an account or
          engage in a transaction and (3) assisting the financial institution in
          complying with the Bank Secrecy Act; and

     -    maintain adequate procedures to protect the security and
          confidentiality of FinCEN requests.

     Under the new rules, a financial institution may also share information
regarding individuals, entities, organizations and countries for purposes of
identifying and, where appropriate, reporting activities that it suspects may
involve possible terrorist activity or money laundering.  Such
information-sharing is protected under a safe harbor if the financial
institution:

     -    notifies FinCEN of its intention to share information, even when
          sharing with an affiliated financial institution;

     -    takes reasonable steps to verify that, prior to sharing, the financial
          institution or association of financial institutions with which it
          intends to share information has submitted a notice to FinCEN;

     -    limits the use of shared information to identifying and reporting on
          money laundering or terrorist activities, determining whether to
          establish or maintain an account or engage in a transaction, or
          assisting it in complying with the Bank Security Act; and

     -    maintains adequate procedures to protect the security and
          confidentiality of the information.

     Any financial institution complying with these rules will not be deemed to
have violated the privacy requirements discussed above.

     The Secretary of the Treasury also adopted a new rule on September 26, 2002
intended to prevent money laundering and terrorist financing through
correspondent accounts maintained by U.S. financial institutions on behalf of
foreign banks.  Under the new rule, financial institutions:

     -    are prohibited from providing correspondent accounts to foreign shell
          banks;


                                       15
<PAGE>
     -    are required to obtain a certification from foreign banks for which
          they maintain a correspondent account stating the foreign bank is not
          a shell bank and that it will not permit a foreign shell bank to have
          access to the U.S. account;

     -    must maintain records identifying the owner of the foreign bank for
          which they may maintain a correspondent account and its agent in the
          Unites States designated to accept services of legal process;

     -    must terminate correspondent accounts of foreign banks that fail to
          comply with or fail to contest a lawful request of the Secretary of
          the Treasury or the Attorney General of the United States, after being
          notified by the Secretary or Attorney General.

     The new rule applies to correspondent accounts established after October
28, 2002.

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 POLICES

     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.  The Bank will begin construction of its
permanent main office facility at the same location within 24 months of opening.
The permanent main office will consist of approximately 8,000 square feet and
will also serve as the Company's headquarters.

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.


                                       16
<PAGE>
Additionally, the Company is unaware of any material proceedings, pending or
contemplated, in which any director, officer or affiliate, or any principal
security holder of the company or any associate of any of the foregoing, is a
party or has an interest adverse to the Company.

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

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

                                     PART II

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

     As of March 1, 2003, 655,722 shares of the Common Stock were issued and
outstanding to 641 holders of record.  There is currently no public trading
market for the stock.  Management is unaware of the sales price for any trade in
the Company's common stock since the close of the Company's private placement of
25,000 shares of common stock at $10.00 per share on May 23, 2002.

     The Company has paid no dividends on its common stock since its
organization.  The principal source of the Company's cash flow to pay dividends
to its shareholders is dividends that the Bank pays to the Company as its sole
shareholder.  Statutory and regulatory limitations apply to the Bank's payment
of dividends to the Company, as well as to the Company's payment of dividends to
its shareholders.  Currently, the Bank is precluded from paying dividends to the
Company until the Bank becomes cumulatively profitable.  For a complete
discussion of restrictions on dividends, see "Part I-Item 1.  Description of
Business-Supervision and Regulation-Payment of Dividends."

     The declaration of future dividends is within the discretion of the Board
of Directors and will depend, among other things, upon business conditions,
earnings, the financial condition of the Bank and the Company, and regulatory
requirements.


                                       17
<PAGE>
ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS.

     The following is our discussion and analysis of certain significant factors
that have affected our financial position and operating results and those of our
subsidiary, The National Bank of Gainesville, during the periods included in the
accompanying  financial  statements.  This  commentary  should  be  read  in
conjunction  with  the  financial statements and the related notes and the other
statistical  information  included  in  this  report.

FINANCIAL CONDITION

     A comparison between 2002 and 2001 is not relevant due to the fact that the
Bank commenced operations in 2002.  Additionally, selected statistical
information which provides comparisons between 2002 and 2001 information has
also been omitted since such information is not meaningful.

     As of December 31, 2002, the Bank had concluded nine full months of
operations, and the Company had total assets of $47,469,527.  Significant
contributors to the asset growth included increases in cash and cash equivalents
of $13,794,227, loans of $25,716,715 and investments available for sale of
$6,940,158.  The growth in these assets was funded by deposits and proceeds
derived from the sale of the Company's common stock.  Deposits at December 31,
2002 totaled $42,307,326.

     At year-end, the Bank's loan to deposit ratio was 61%. Management's
long-term target for the loan to deposit ratio is 85%. The interest rates paid
on interest bearing deposits are slightly higher than other banks in the local
market due to an initial certificate of deposit campaign offered during the
opening of the Bank. These special rate certificates of deposit will mature in
March and April 2003. Service charges for deposit services are priced similar to
other banks in our market. Management is making a concerted effort to develop
quality loan business in the local market and to manage the deposit growth
consistent with expected loan demand.

     The deposit mix at December 31, 2002 was as follows: $1,675,329 (4% of
total deposits) in noninterest bearing demand deposits: $339,639 (1% of total
deposits) in interest checking accounts; $4,469,832 (11% of total deposits) in
savings accounts; and $35,822,526 (84% of total deposits) in time deposits.
Management will be targeting transaction related accounts as a means of
improving net interest margins.

     While the Bank continues to build its loan portfolio, excess funds are
invested in short to intermediate term government and mortgage-backed
securities. At December 31, 2002, all securities were classified as available
for sale totaling $6,940,158. The current investment portfolio strategy is
primarily to provide liquidity for funding loans and initial operating
expenditures and secondarily for earnings enhancement. Accordingly, no
investment securities have final maturities greater than five years and all are
pledgeable to raise funding through secured borrowing or repurchase agreements.

     The Company had an accumulated deficit of $1,675,008 as of December 31,
2002. For the year ended December 31, 2002, the Company had net loss of
$1,140,826. Prior to commencing operations, in March 2002, the losses were a
result of expenses incurred in connection with activities related to the
organization of the Company and the Bank.


                                       18
<PAGE>
NET INTEREST INCOME

     Net interest income for the year ended December 31, 2002 was $399,036.
Total interest income for 2002 was $1,283,461 including interest income on loans
totaling $925,545 and interest income on federal funds sold of $234,404.
Interest expenses totaled $884,425 of which $876,975 was derived from interest
bearing deposits.

AVERAGE BALANCES AND INTEREST RATES

The  table  below  shows  the  average  balance outstanding for each category of
interest  earning  assets  and  interest-bearing liabilities for and the average
rate  of  interest  earned  or  paid  thereon

<TABLE>
<CAPTION>
                                                                 2002
                                                  ---------------------------------
                                                     Average                Yield/
                                                     Balance     Interest    Rate
                                                  -------------  ---------  -------
<S>                                               <C>            <C>        <C>
Assets:
  Interest earning assets:
    Loans (including loan fees)                   $ 11,765,221     925,545    7.87%
    Investment securities                            5,425,132     123,512    2.28%
    Federal funds sold                              14,620,667     234,404    1.60%
                                                  -------------  ---------
Total interest earning assets                       31,811,020   1,283,461    4.03%
Other non-interest earning assets                    1,812,346
                                                  -------------

      Total assets                                $ 33,623,366
                                                  =============

Liabilities and stockholders' equity:
  Interest-bearing liabilities:
  Deposits:
    Interest-bearing demand                       $    214,984       1,166    0.54%
    Savings                                          1,938,312      42,848    2.21%
    Time                                            24,753,091     832,961    3.37%
  Other                                                175,295       7,450    4.25%
                                                  -------------  ---------

      Total interest-bearing liabilities            27,081,682     884,425    3.27%

Other non-interest bearing liabilities               1,524,688

Stockholders' equity                                 5,016,996
                                                  -------------

      Total liabilities and
        stockholders' equity                      $ 33,623,366
                                                  =============

Excess of interest-earning assets over interest
    bearing liabilities                           $  4,729,338
                                                  =============

Ratio of interest-earning assets to
    interest-bearing liabilities                           117%

Net interest income                                                399,036
                                                                 =========

Net interest spread                                                           0.76%
                                                                            =======

Net interest margin                                                           1.25%
                                                                            =======
</TABLE>


                                       19
<PAGE>
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 noninterest sensitive
assets and liabilities.  "Gap" is a static measurement of the difference between
the contractual maturities or repricing dates of Notes to Consolidated Financial
Statements  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  asset  sensitive, more of its
interest  sensitive assets are expected to reprice within twelve months than its
interest  sensitive liabilities over the same period.  In a rising interest rate
environment,  assets  repricing more quickly is expected to enhance net interest
income.  Alternatively,  decreasing interest rates would be expected to have the
opposite  effect  on  net  interest  income  since assets would theoretically be
repricing  at  lower  interest  rates  more  quickly  than  interest  sensitive
liabilities.  Although it can be used as a general predictor, Gap as a predictor
of  movements in net interest income has limitations due to the static 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,
2002,  the  Bank, as measured by Gap, is in an asset sensitive position.  Due to
an  excess  of  assets  repricing  or  maturing  within  one year, a decrease in
interest rates would cause the Bank's net interest income to decline. 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.

     The following table summarizes the amounts of interest-earning assets and
interest-bearing liabilities outstanding at December 31, 2002, 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 (NOW and money market deposit 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.


                                       20
<PAGE>
<TABLE>
<CAPTION>
                                    At December 31, 2002
                                  Maturing or Repricing in
                                  ------------------------
                                   (dollars in thousands)


                                          3 Months   4 Months to   1 to 5   Over 5
                                          or Less     12 Months     Years    Years   Total
                                         ----------  ------------  -------  -------  ------
<S>                                      <C>         <C>           <C>      <C>      <C>
Interest-earning assets:
  Federal funds sold                     $  13,254             -        -        -   13,254
  Investment securities                        454         4,617    1,869        -    6,940
  Loans                                     14,607         3,775    7,439      153   25,974
                                         ----------  ------------  -------  -------  ------

     Total interest-bearing assets:      $  28,315         8,392    9,308      153   46,168
                                         ----------  ------------  -------  -------  ------

Interest-bearing liabilities:
  Deposits:
     Savings and demand                  $   4,809             -        -        -    4,809
     Time deposits                           3,210        23,434    9,179        -   35,823
                                         ----------  ------------  -------  -------  ------

     Total interest-bearing liabilities  $   8,019        23,434    9,179        -   40,632
                                         ----------  ------------  -------  -------  ------

Interest sensitive difference per        $  20,296       (15,042)     129      153    5,536
                                         ==========  ============  =======  =======  ======
period
Cumulative interest sensitivity
  difference                             $  20,296         5,254    5,383    5,536
                                         ==========  ============  =======  =======
Cumulative difference to total
interest-
  bearing assets                                44%           11%      12%      12%
                                         ==========  ============  =======  =======
</TABLE>

     Certain  shortcomings  are  inherent in the method of analysis presented in
the  foregoing  table.  For example, although certain assets and liabilities may
have  similar  maturities  or  periods of repricing, they may reflect changes in
market  interest  rates  differently.  Additionally,  certain  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 for the nine months ended December 31, 2002
was  $259,744. Since the Bank's loan portfolio is only nine months old, the Bank
has  no  historical  data  about  loan  losses on its portfolio on which to base
projections  for  future losses. Until more substantial evidence about potential
losses  can  be  developed,  management  believes  the  Bank should establish an
allowance for loan losses that will approximate 1% of total loans. The allowance
for  loan  losses  was  $279,589  at December 31, 2002, representing 1% of total
loans. As of December 31, 2002, the Bank had charged-offs totaling $2,155 and no
impaired  loans.  Management  considers  the  allowance  for  loan  losses to be
adequate  and sufficient to absorb possible future losses; however, there can be
no  assurance  that  charge-offs in future periods will not exceed the allowance
for  loan  losses  or  that  additional  provisions to the allowance will not be
required.  In  addition,  various  regulatory  agencies,  as an integral part of
their  examination  process,  periodically  review the Bank's allowance for loan
losses.  Such  agencies  may  require  the  Bank  to  recognize additions to the
allowance  based  on  judgments  different  than  those  of  management.


                                       21
<PAGE>
NON-INTEREST  INCOME  AND  EXPENSE

     Non-interest  income for the year ended December 31, 2002 was $42,466 while
non-interest  expense  for  the  same  period  was  $1,322,584.  Included  in
non-interest  expense  are  salaries  and  benefits which totaled $736,326.  The
remainder of the expenses relate primarily to occupancy expenses and operational
costs  for  data  processing,  ATM  processing  and  advertising.

LIQUIDITY  AND  CAPITAL

     The  Bank has established short-term federal funds purchase lines of credit
with its correspondent banks, which total $3,900,000.  These lines are unsecured
and are designed to provide the Bank with short-term liquidity.  These lines may
be  revoked at any time by the correspondent banks and are available to the Bank
simply  as  an accommodation for short-term (two weeks or less) liquidity needs.
Additionally,  the  Company  has  cash  and  cash equivalents of $13,794,227 and
investments available for sale of $6,940,158 to fund operations and loan growth.

     Currently,  we  limit investments to highly liquid overnight investments in
correspondent  banks and bank-qualified securities.  For the foreseeable future,
the  Bank  will  consider  its  investment  portfolio  primarily as a source for
liquidity  and  secondarily  as  a  source  for  earnings.

     Bank  holding  companies,  such  as  us, and their banking subsidiaries are
required  by  banking  regulators  to  meet  certain  minimum  levels of capital
adequacy,  which  are  expressed  in  the  form  of  certain ratios.  Capital is
separated  into  Tier  1  capital  (essentially common shareholders' equity less
intangible assets) and Tier 2 capital (essentially the allowance for loan losses
limited  to  1.25%  of  risk-weighted  assets).  The first two ratios, which are
based  on  the  degree  of  credit  risk in our assets, provide 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%.  The capital leverage ratio supplements the risk-based capital guidelines.

     Banks  and  bank holding companies are required to maintain a minimum ratio
of  Tier  1 capital to adjusted quarterly average total assets of 4.0%.  As a de
novo,  the  regulators of the Bank required the Bank to maintain a minimum ratio
of  8.0%  for  the  first  three  years  of  operation.

     The  following  table  summarizes  the  Bank's risk-based capital ratios at
December  31,  2002:

          Total capital (to risk-weighted assets)                 17%
          Tier 1 capital (to risk-weighted assets)                16%
          Tier 1 capital (to total average assets)                11%

REGULATORY  MATTERS

     From  time  to  time,  various  bills  are  introduced in the United States
Congress  with  respect to the regulation of financial institutions.  Certain of
these  proposals, if adopted, could significantly change the regulation of banks
and  the  financial  services  industry.  We cannot predict whether any of these
proposals  will  be adopted or, if adopted, how these proposals would affect us.


                                       22
<PAGE>
OFF  BALANCE  SHEET  RISK

     Through the operations of our bank, we have made contractual commitments to
extend  credit  in  the  ordinary  course  of  our  business  activities.  These
commitments  are  legally  binding  agreements to lend money to our customers at
predetermined  interest  rates  for  a specified period of time. At December 31,
2002, we had issued commitments to extend credit of $5.2 million through various
types  of  commercial  lending arrangements at variable rates.  We evaluate each
customer's  credit worthiness on a case-by-case basis.  The amount of collateral
obtained,  if  deemed  necessary by us upon extension of credit, is based on our
credit  evaluation  of the borrower.  Collateral varies but may include accounts
receivable, inventory, property, plant and equipment, commercial and residential
real  estate.

ITEM  7.       FINANCIAL  STATEMENTS

     The  following  financial  statements  are included in the Company's Annual
Report  to  Shareholders  which  is  included  in  this Report on Form 10-KSB at
Exhibit  13.1  and  are  incorporated  herein  by  reference:

     -    Independent Auditors' Report;

     -    Consolidated Balance Sheets as of December 31, 2002 and 2001;

     -    Consolidated Statements of Operations and Comprehensive Loss from
          inception for the years ended December 31, 2002 and 2001;

     -    Consolidated Statements of Changes in Stockholder's Equity for the
          years ended December 31, 2002 and 2001;

     -    Consolidated Statements of Cash Flows for the years ended December 31,
          2002 and 2001; and

     -    Notes to Consolidated Financial Statements.

ITEM 8.        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL
               DISCLOSURE.

     As reported on our Form 8-K filed on July 17, 2002, the Company dismissed
Francis & Co., CPAs as its principal independent accountant effective September
30, 2002 and engaged Porter Keadle Moore, LLP to serve as its new principal
independent accountant effective as of September 30, 2002.


                                       23
<PAGE>
                                    PART III

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

     The following table sets forth for each director and executive officer of
the Company (1) the person's name, (2) his or her age at December 31, 2002, (3)
the year he or she was first elected as a director of the Company, and (4) his
or her positions with the Company other than as a director and his or her other
business experience for the past five years.

     The Board is divided into three equal classes, with the term of each class
staggered so that in any given year no more than one-third of the total Board
membership shall stand for re-election. Board members are elected for a
three-year term and serve until their successors are elected and qualified.
Except as otherwise indicated, each individual has been or was engaged in
his/her present or last principal occupation, in the same or a similar position,
for more than five years.

<TABLE>
<CAPTION>
                                DIRECTOR  POSITION WITH THE COMPANY
NAME (AGE)                       SINCE    AND BUSINESS EXPERIENCE
------------------------------  --------  -----------------------
<S>                             <C>       <C>
CLASS III DIRECTORS:
(Term Expiring 2006)

Kathy L. Cooper  (40)               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) since 1985; Associate
                                          Broker with Southern Heritage Land Co.

Anne L. Davenport (42)              2000  Vice President of Matthews Printing Company since 1984.

Lanny W. Dunagan (51)               2002  Sole owner of Lanny Dunagan's Wedding Service since 1985.

Gilbert T. Jones, Sr. (65)          2000  Sole owner of Great Southern Resource & Investment, Inc.
                                          (a development and construction company) since 1985.

CLASS I DIRECTORS:
(Term Expiring 2004)

Gary H. Anderson (51)               2000  President and Chief Executive Officer of the Company;
                                          Founding Director, President and CEO of Southern Heritage
                                          Bank in Hall County, GA, 1997-2000; City Vice President of
                                          SunTrust Bank of Northeast Georgia, 1981-1996.


Ann M. Palmour* (64)                2000  Chairman of the Company; Owner of Palmour Properties (a
                                          real estate development company) since 1976.

Dr. Wendell A.Turner (46)           2001  Medical doctor, Lanier OB-GYN Associates since 1986.


                                       24
<PAGE>
                                DIRECTOR  POSITION WITH THE COMPANY
NAME (AGE)                       SINCE    AND BUSINESS EXPERIENCE
------------------------------  --------  -----------------------

Dr. John C. McHugh (47)             2002  Urologist at Northeast Georgia Urologic Associates, PC.

CLASS II DIRECTORS:
(Term Expiring 2005)

Paula M. Allen (63)                 2000  Principal of Allen & Associates, Inc. (a real estate
                                          investment and management company) since 1973.

J. Darwin Allison, Jr. (46)         2000  Vice-Chairman of the Company; President and CEO of A-1
                                          Vaccinating, Inc. (a poultry vaccinating company) since 1979.

Shelley Palmour Anderson* (37)      2000  Treasurer of the Company; President and sole owner of
                                          Shelly Palmour Insurance Agency since 1990.

Dr. Roger P. Martin (58)            2001  Medical doctor and senior partner and founder of Lanier
                                          OB-GYN Associates since 1978.


EXECUTIVE OFFICERS:

Holly R. Hunt (44)                  2001  First Vice President and Chief Financial Officer; Chief
                                          Financial Officer of The Citizens Bank of Forsyth County in
                                          Cumming, GA, 1998-2001; 19 years of bank experience in
                                          management of internal audit and accounting departments.

Allen M. Jernigan, Jr. (37)         2002  Executive Vice President and Chief Lending Officer
</TABLE>

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

COMPLIANCE WITH SECTION 16(a)

     Because the Company had no class of equity securities registered pursuant
to Section 12 of the Exchange  Act during the period covered by this report, its
securities were not subject to the reporting requirements of Section 16(a) of
the Exchange Act.

ITEM 10.       EXECUTIVE COMPENSATION.

COMPENSATION OF EXECUTIVE OFFICERS

     The following table sets forth the total compensation paid by the Company
during fiscal years 2002, 2001 and 2000 to its President and Chief Executive
Officer.  No other executive officers of the Company earned over $100,000 in
salary and bonus during fiscal years 2002, 2001 and 2000.


                                       25
<PAGE>
<TABLE>
<CAPTION>
                Annual Compensation  Long-Term Compensation
                -------------------  ----------------------
                                         Number of
                                         Securities
Name and Position  Year  Salary ($)  Underlying Options
-----------------  ----  ----------  ------------------
<S>                <C>   <C>         <C>
Gary H. Anderson,  2002     133,400                   0
President and CEO  2001     105,000                   0
                   2000      33,333                   0
</TABLE>

EMPLOYMENT AGREEMENT

     Effective September 1, 2000, the Company entered into an employment
agreement with Mr. Anderson regarding his employment as the President and Chief
Executive Officer of the Company.  Under the terms of the employment agreement,
Mr. Anderson received a salary at an annual rate of $100,000 through the
remainder of 2000; $105,000 per year beginning January 1, 2001 and until the
Bank opens for business; and $125,000 per year thereafter.  At the end of each
year of operation after the Bank becomes profitable, he may receive a cash bonus
subject to the Bank exceeding certain performance targets which shall be
determined annually by the Compensation Committee.  Pursuant to the agreement,
Mr. Anderson is also entitled to receive stock options to purchase 12,000 shares
of the Company's common stock, exercisable in installments of 2,400 shares over
five years, beginning with the first day of the fiscal year in which the Bank
becomes profitable on a cumulative basis.  Pursuant to the agreement, the
exercise price shall be equal to the greater of the common stock's book value as
of the beginning of each fiscal year or $10.00.  The Company also provides him
with an automobile allowance of $500 per month, and such other benefits which
are commensurate with his responsibilities and position.

     The initial term of Mr. Anderson's employment commenced on September 1,
2000, and will continue until August 31, 2005.  At the end of the initial term
of employment and at the end of each succeeding twelve-month period, the
agreement will be extended for a successive twelve-month period unless either
party provides notice of his or its intent not to extend the agreement.  Mr.
Anderson may be terminated by the Bank and the Company for "cause" (as defined
in the agreement) and upon Mr. Anderson's death or "complete disability" (as
defined in the agreement).

     If Mr. Anderson is terminated other than for cause, the Company will be
required to pay the compensation due under the agreement for a period of twelve
months.  In case Mr. Anderson's employment is terminated (other than for cause)
within the first year after the occurrence of a change of control of the Bank,
Mr. Anderson will be entitled to twelve months salary.  If his employment is
terminated (other than for cause) at a date which is more than one year after a
change of control, Mr. Anderson will be entitled to twelve months salary for
each year of employment with the Company, not to exceed three (3) years.  Mr.
Anderson will be prohibited from being employed in the banking business within
Gainesville and Hall County for a period of twelve months from the date of
termination for cause and six months from the date of termination for other than
cause.


                                       26
<PAGE>
     The Company did not grant any stock option or stock appreciation rights or
awards under any long-term incentive plan during 2002. Additionally, no options
were exercised by our named executive officers in fiscal year 2002.

DIRECTORS'  COMPENSATION

     The directors of the Company and the Bank will not be compensated
separately for their services as directors until net profits of the Company and
the Bank exceed the Company's net losses since inception on a cumulative basis.

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 March 1, 2003 by (a) each director and executive
officer of the Company and (b) all executive officers and directors, as a group.
The information shown below is based upon information furnished to the Company
by the named persons.  Unless otherwise indicated, each person is the record
owner and has sole voting and investment power with respect to his or her
shares.  Other than the directors and executive officers listed below, we are
unaware of any holder of more than 5% of the Company's common stock.
Additionally, the address of each person is  897 Dorsey Street, Gainesville,
Georgia 30501.

     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 from the date of this
report.

          SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT*

<TABLE>
<CAPTION>
                           NUMBER    PERCENT
NAME OF BENEFICIAL OWNER  OF SHARES  OF CLASS  NATURE OF OWNERSHIP
------------------------  ---------  --------  -------------------
<S>                       <C>        <C>       <C>
Paula M. Allen               17,500       2.7
J. Darwin Allison, Jr.       20,000       3.0
Gary H. Anderson             20,000       3.0
Shelly Palmour Anderson      10,100       1.5
Kathy L. Cooper              10,000       1.5
Anne L. Davenport            10,300       1.6  Includes 200 shares as Custodian
                                               for her children
Larry W. Dunagan             20,500       3.1  Includes 500 shares owned jointly
                                               with his son


                                       27
<PAGE>
                           NUMBER    PERCENT
NAME OF BENEFICIAL OWNER  OF SHARES  OF CLASS  NATURE OF OWNERSHIP
------------------------  ---------  --------  -------------------

Gilbert T. Jones, Sr.        30,800       4.7
Roger P. Martin              30,600       4.7  Consists of 30,600 shares held by
                                               Lanier OB-GYN Associates
                                               Profit Sharing Trust for the
                                               benefit of Roger P. Martin
John C. McHugh               30,000       4.6  Includes 15,000 held in an IRA for
                                               the benefit of John C. McHugh
Ann M. Palmour               20,036       3.0  Includes 36 shares held in an IRA
                                               for the benefit of Ann M. Palmour
Wendell A. Turner            42,600       6.5  Consists of 42,600 shares held by
                                               Lanier OB-GYN Associates
                                               Profit Sharing Trust for the
                                               benefit of Wendell A. Turner
Holly R. Hunt                 3,200         *  Includes 2,000 shares owned
                                               jointly with Allen M. Jernigan, Jr.
                                               and 200 shares held as Custodian
                                               for minor daughter
Allen M. Jernigan, Jr.        3,000         *  Includes 2,000 shares owned
                                               jointly with Holly R. Hunt
ALL DIRECTORS AND
EXECUTIVE OFFICERS
AS A GROUP                  268,636     40.96
</TABLE>

-----------------
* Represents less than 1% of the outstanding shares of common stock.

     The table below sets forth information as of December 31, 2002, regarding
shares of the Company's common stock authorized for issuance under warrant
agreements with each of the Company's directors.  The warrant agreements were
not approved by shareholders.

     On March 25, 2002, the Company issued its directors warrants to purchase an
aggregate of 199,736 shares of the Company's common stock at $10.00 per share.
The warrants vest and become exercisable in one-third annual increments
beginning on the first anniversary of the issuance date, provided that the
director has continuously served as a director of the Company and Bank and has
attended at least 75% of the relevant board of director meetings during the
annual period.  Any warrants that fail to vest as provided in the previous
sentence shall expire and shall no longer be exercisable.  Vested warrants will
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, 2002, the Company did not maintain any other equity
compensation plan under which shares of the Company's common stock were
authorized for issuance.

<TABLE>
<CAPTION>
                                                                                        Number of securities
                                                                                         remaining available
                                                                                         for future issuance
                                                                                            under equity
                                                                                         compensation plans
                                           Number of securities                           (excluding shares
                                            to be issued upon      Weighted-average          subject to
                                               exercise of         exercise price of         outstanding
                                           outstanding warrants  outstanding warrants         warrants)
                                           --------------------  ---------------------  ---------------------
<S>                                        <C>                   <C>                    <C>
Equity compensation plans not approved by
security holders                                        199,736  $               10.00                     --
</TABLE>

ITEM 12.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

LINE OF CREDIT

     Ten of the Company's directors guaranteed a $1,200,000, one-year line of
credit from The Bankers Bank to the Company which was granted on  January 24,
2002.  The Company used advances totaling $1,026,840 from this line of credit to
pay expenses relating to the initial public offering and the organization and
pre-opening of the Company and the Bank.  As of March 25, 2002, the Company has
paid off this line of credit.

LENDING AND OTHER MATTERS

     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


                                       28
<PAGE>
policy is that any loans or other commitments to those persons or entities be
made in accordance with applicable law and on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons or entities of similar standing.  All
transactions with affiliates must be on terms no less favorable than could be
obtained from an unaffiliated third party and must be approved by a majority of
directors including a majority of disinterested directors.

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

The  loan:

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

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

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

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

ITEM  13.      EXHIBITS  LIST  AND  REPORTS  ON  FORM  8-K.

               A.   EXHIBITS.

Exhibit
Number    Description
------    -----------

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

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

10.1      Employment Agreement dated August 22, 2000, among The National Bank of
          Gainesville (In Organization), NBOG Bancorporation, Inc. and Gary H.
          Anderson, incorporated by reference to Exhibit 10(ii) of Registration
          Statement on Form SB-2, File No. 333-47280, filed on October 4, 2000.

10.2      NBOG Bancorporation, Inc.'s 2000 Stock Option Plan, incorporated by
          reference to Exhibit 10(v) of Registration Statement on Form SB-2,
          File No. 333-47280, filed on October 4, 2000.


                                       29
<PAGE>
10.3      Agreement commencing October 23, 2000 between NBOG Bancorporation,
          Inc. and Southeast Financial Holding, Inc., incorporated by reference
          to Exhibit 10 (vii) of Registration Statement on Form SB-2, File No.
          333-47280, filed on October 4, 2000.

10.4      Letter agreement dated May 31, 2000, between NBOG Bancorporation, Inc.
          and Bank Resources, Inc., incorporated by reference to Exhibit
          10(viii) of Registration Statement on Form SB-2, File No. 333-47280,
          filed on October 4, 2000.

10.5      Promissory Note between NBOG Bancorporation, Inc. and The Bankers
          Bank, dated January 24, 2002, incorporated by reference to Exhibit
          10.5 of the quarterly report on Form 10-QSB for the quarter ended
          March 31, 2002, filed on May 15, 2002.

10.6      Promissory Note between NBOG Bancorporation, Inc. and The Bankers
          Bank, dated January 31, 2002, incorporated by reference to Exhibit
          10.6 of the quarterly report on Form 10-QSB for the quarter ended
          March 31, 2002, filed on May 15, 2002.

10.7      Lease Agreement for the temporary main office facility between NBOG
          Bancorporation, Inc., incorporated by reference to Exhibit 10.7 of the
          quarterly report on Form 10-QSB for the quarter ended March 31, 2002,
          filed on May 15, 2002.

10.8      Purchase Agreement for the land at the site for the permanent main
          office facility, incorporated by reference to Exhibit 10.8 of the
          quarterly report on Form 10-QSB for the quarter ended March 31, 2002,
          filed on May 15, 2002.

10.9      Form  of Certificate of Warrants, incorporated by reference to Exhibit
          10(iv)  of  Registration  Statement  on Form SB-2, File No. 333-37280,
          filed  on  October  4,  2000.

13.1      NBOG Bancorporation, Inc.'s 2002 Annual Report to Shareholders. Except
          with respect to those portions specifically incorporated by reference
          into this report, the Company's 2002 Annual Report to Shareholders is
          not deemed to be filed as part of this report.

21        Subsidiaries of Registrant, 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.

99.1      Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant
          to Section 906 of the Sarbanes-Oxley Act of 2002


          B.   REPORTS ON FORM 8-K.

     The Company filed no reports on Form 8-K during the fourth quarter of the
fiscal year ended December 31, 2002.

ITEM 14.       CONTROLS AND PROCEDURES

     Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, and as a date
within 90 days prior to the date of this report (the "Evaluation Date"), our
management, including our Chief Executive Officer and Chief Financial Officer,
reviewed the effectiveness and design of our disclosure controls and procedures
under Exchange Act Rules 13a-14 and 15d-14.  Based upon that evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that such
disclosure controls and procedures are adequate to ensure that material
information relating to the Company, including its consolidated subsidiary, that
is required to be included in its periodic filings with the Securities and
Exchange Commission is timely made known to them.  There were no significant
changes in internal controls or, to management's knowledge, in other factors
that could significantly affect those internal controls subsequent to the
Evaluation Date, and there has been no corrective action with respect to
significant deficiencies or material weaknesses.


                                       30
<PAGE>
           SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED
     PURSUANT TO SECTION 15(D) OF THE EXCHANGE ACT BY NON-REPORTING ISSUERS.

     The Company's 2002 Annual Report to security holders is included in this
Annual Report on Form 10-KSB at Exhibit 13.1.  The Company's proxy statement for
its Annual Meeting of Shareholders to be held on May 29, 2003 shall be filed by
amendment.


                                       31
<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/ Gary H. Anderson
                                         -------------------------------------
                                      Gary H. Anderson,
                                      President and Chief Executive Officer

                                      Date:  March 27, 2003


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

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


SIGNATURE                                 TITLE                    DATE
----------------------------  ------------------------------  --------------

/s/ Gary H. Anderson          President and Chief Executive
----------------------------  Officer                         March 27, 2003
Gary H. Anderson

/s/ Ann M. Palmour
----------------------------
Ann M. Palmour                Chairman and Director           March 27, 2003

/s/ Paula M. Allen
----------------------------
Paula M. Allen                Director                        March 27, 2003

/s/ J. Darwin Allison, Jr.
----------------------------
J. Darwin Allison, Jr.        Vice Chairman and Director and  March 27, 2003

/s/ Shelley Palmour Anderson
----------------------------
Shelley Palmour Anderson      Director and  Treasurer         March 27, 2003



                                       32
<PAGE>
/s/ Kathy L. Cooper
----------------------------
Kathy L. Cooper               Director and Secretary          March 27, 2003

/s/ Anne L. Davenport
----------------------------
Anne L. Davenport             Director                        March 27, 2003

/s/ Gilbert T. Jones, Sr.
----------------------------
Gilbert T. Jones, Sr.         Director                        March 27, 2003

/s/ Roger P. Martin, Sr.
----------------------------
Dr. Roger P. Martin, Sr.      Director                        March 27, 2003

/s/ Wendell A. Turner, M.D.
----------------------------
Dr. Wendell A. Turner         Director                        March 27, 2003

/s/ Holly R. Hunt             First Vice President and Chief
----------------------------  Financial Officer               March 27, 2003
Holly R. Hunt


/s/ Dr. John C. McHugh
----------------------------
Dr. John C. McHugh            Director                        March 27, 2003


/s/ Lanny W. Dunagan
----------------------------
Lanny W. Dunagan              Director                        March 27, 2003


                                       33
<PAGE>
                                  CERTIFICATION

     I, Gary H. Anderson, certify that:

     1.  I have reviewed this annual report on Form 10-KSB of NBOG
Bancorporation, Inc. (the "Registrant");

     2.  Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

     3.  Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this annual report;

     4.  The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and have:

     a)  designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

     b)  evaluated the effectiveness of the Registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

     c)  presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

     5.  The Registrant's other certifying officers and I have disclosed, base
on our most recent evaluation, to the Registrant's auditors and the audit
committee of Registrant's board of directors (or persons performing the
equivalent functions):

     a)  all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability to record,
process, summarize and report financial data and have identified for the
Registrant's auditors any material weaknesses in internal controls; and

     b)  any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal controls; and

     6.  The Registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date:   March 27, 2003-03             /s/ Gary H. Anderson
     -----------------------          -------------------------------------
                                      Gary H. Anderson
                                      President and Chief Executive Officer


<PAGE>
                                  CERTIFICATION

     I, Holly R. Hunt, certify that:

     1.  I have reviewed this annual report on Form 10-KSB of NBOG
Bancorporation, Inc. (the "Registrant");

     2.  Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

     3.  Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this annual report;

     4.  The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and have:

     a)  designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

     b)  evaluated the effectiveness of the Registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

     c)  presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

     5.  The Registrant's other certifying officers and I have disclosed, base
on our most recent evaluation, to the Registrant's auditors and the audit
committee of Registrant's board of directors (or persons performing the
equivalent functions):

     a)  all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability to record,
process, summarize and report financial data and have identified for the
Registrant's auditors any material weaknesses in internal controls; and

     b)  any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal controls; and

     6.  The Registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date:   March 27, 2003                /s/ Holly R. Hunt
     -----------------------          -------------------------------------
                                      Holly R. Hunt
                                      Chief Financial Officer

<PAGE>
                                  EXHIBIT INDEX

Exhibit
Number    Description
------    -----------

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

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

10.1      Employment Agreement dated August 22, 2000, among The National Bank of
          Gainesville (In Organization), NBOG Bancorporation, Inc. and Gary H.
          Anderson, incorporated by reference to Exhibit 10(ii) of Registration
          Statement on Form SB-2, File No. 333-47280, filed on October 4, 2000.

10.2      NBOG Bancorporation, Inc.'s 2000 Stock Option Plan, incorporated by
          reference to Exhibit 10(v) of Registration Statement on Form SB-2,
          File No. 333-47280, filed on October 4, 2000.

10.3      Agreement commencing October 23, 2000 between NBOG Bancorporation,
          Inc. and Southeast Financial Holding, Inc., incorporated by reference
          to Exhibit 10 (vii) of Registration Statement on Form SB-2, File No.
          333-47280, filed on October 4, 2000.

10.4      Letter agreement dated May 31, 2000, between NBOG Bancorporation, Inc.
          and Bank Resources, Inc., incorporated by reference to Exhibit
          10(viii) of Registration Statement on Form SB-2, File No. 333-47280,
          filed on October 4, 2000.

10.5      Promissory Note between NBOG Bancorporation, Inc. and The Bankers
          Bank, dated January 24, 2002, incorporated by reference to Exhibit
          10.5 of the quarterly report on Form 10-QSB for the quarter ended
          March 31, 2002, filed on May 15, 2002.

10.6      Promissory Note between NBOG Bancorporation, Inc. and The Bankers
          Bank, dated January 31, 2002, incorporated by reference to Exhibit
          10.6 of the quarterly report on Form 10-QSB for the quarter ended
          March 31, 2002, filed on May 15, 2002.

10.7      Lease Agreement for the temporary main office facility between NBOG
          Bancorporation, Inc., incorporated by reference to Exhibit 10.7 of the
          quarterly report on Form 10-QSB for the quarter ended March 31, 2002,
          filed on May 15, 2002.

10.8      Purchase Agreement for the land at the site for the permanent main
          office facility, incorporated by reference to Exhibit 10.8 of the
          quarterly report on Form 10-QSB for the quarter ended March 31, 2002,
          filed on May 15, 2002.

10.9      Form  of Certificate of Warrants, incorporated by reference to Exhibit
          10(iv)  of  Registration  Statement  on Form SB-2, File No. 333-37280,
          filed  on  October  4,  2000.

13.1      NBOG Bancorporation, Inc.'s 2002 Annual Report to Shareholders. Except
          with respect to those portions specifically incorporated by reference
          into this report, the Company's 2002 Annual Report to Shareholders is
          not deemed to be filed as part of this report.

21        Subsidiaries of Registrant, 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.

99.1      Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant
          to Section 906 of the Sarbanes-Oxley Act of 2002


<PAGE>