Dear  Shareholders,

On  behalf  of  the  Board  of  Directors  and the staff of The National Bank of
Gainesville,  we are proud to present to you our 2003 Annual Report. It gives me
great  pleasure to announce that 2003 was a very profitable year for the Holding
Company  and Bank. Net earnings for 2003 were $979,000, and our assets increased
17%  from  2002  to $55.6 million at year-end 2003. The Bank ended the year with
$46.6  million  in net loans, $49 million in deposits and a healthy net interest
margin  of  4.38%.

Year  2003  was  a very exciting year as we started the construction of our main
office  at  807  Dorsey Street in Gainesville.  The year 2004 will see many more
accomplishments for the Holding Company and Bank as we continue to grow and look
forward  to  occupying  our  new  main  office  in  third  quarter  2004.

Thank you for being a part of NBOG Bancorporation, Inc.  We welcome your support
and  comments  as  we  continue  to  strive  to  offer the greatest value to our
stockholders  and  customers.


Sincerely,



/s/  Ann  M.  Palmour

Ann  M.  Palmour
Chairman  of  the  Board


<PAGE>
                                    CONTENTS


Directors  and  Officers . . . . . . . . . . . . . . . . . . . . . . . . . . 1

The  National  Bank  of  Gainesville . . . . . . . . . . . . . . . . . . . . 2

Stockholder  Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Management  Decision  and  Analysis. . . . . . . . . . . . . . . . . . . . . 3

Independent  Auditor's  Report. . . . . . . . . . . . . . . . . . . . . . . 15

Consolidated  Financial  Report . . . . . . . . . . . . . . . . . . . . . . 31


<PAGE>
                           NBOG BANCORPORATION, INC.
                                      AND
                        THE NATIONAL BANK OF GAINESVILLE

                               BOARD OF DIRECTORS

ANN M. PALMOUR, Chairman of the Board - Owner of Palmour Properties

R. ALLEN SMITH, Interim President and CEO of NBOG Bancorporation, Inc.

J. DARWIN ALLISON, Vice Chairman - President and CEO of A-1 Vaccinating, Inc.

KATHY L. COOPER, Corporate Secretary - President of Cooper Family Enterprises

SHELLEY PALMOUR ANDERSON, Treasurer - President and sole owner of Shelley
Palmour Insurance Agency

PAULA M. ALLEN - Principal of Allen & Associates, Inc.

ANNE L. DAVENPORT - Vice President of Matthews Printing Company

LANNY W. DUNAGAN - Sole owner of Lanny Dunagan's Welding Service

GILBERT T. JONES, SR. - Sole owner of Great Southern Resource & Investment,
Inc.

DR. ROGER P. MARTIN - Senior Partner and founder of Lanier OB-GYN Associates

DR. JOHN C. MCHUGH - Urologist at Northeast Georgia Urologic Associates, P.C.

DR. WENDELL A. TURNER - Medical doctor, Lanier OB-GYN Associates



                               EXECUTIVE OFFICERS

R. ALLEN SMITH, Interim President and Chief Executive Officer

HOLLY R. HUNT, Chief Financial Officer


                                        1
<PAGE>
                        THE NATIONAL BANK OF GAINESVILLE

                                    OFFICERS


R. ALLEN SMITH, Interim President and Chief Executive Officer

HOLLY R. HUNT, First Vice President, Chief Financial Officer, Chief Operations
Officer

TODD A. JONES, Vice President, Consumer Loan Officer

SONDRA J. PERKINS, Vice President, Operations Officer

TONI M. WILEY, Assistant Vice President, Loan Operations Officer

CHERYL HUGHES, Assistant Vice President, Collections Officer

NIKKI CAMPBELL, Assistant Vice President, Head Teller




                    MARKET FOR THE COMPANY'S COMMON STOCK AND
                           RELATED SHAREHOLDER MATTERS

There is currently no market for the Company's shares of Common Stock, and it is
not  likely  that  an  active  trading market will develop for the shares in the
future.  There  are no present plans for the Company's Common Stock to be traded
on  any  stock  exchange  or  over-the-counter market.  As of December 31, 2003,
there  were  746,890 shares of Common Stock issued and outstanding.  The Company
has  not  and  does  not  anticipate paying dividends on its Common Stock in the
immediate  future.  At  present, the only source of funds from which the Company
could  pay  dividends  would  be  dividends  paid  to the Company from the Bank.
Certain  regulatory  requirements  restrict  the amount of dividends that can be
paid  to  the  Company  by  the Bank without obtaining the prior approval of the
Office  of  the  Comptroller  of  the Currency.  No assurances can be given that
dividends  will  be  declared by the Company, or if declared, what the amount of
the  dividends will be or whether such dividends, once declared, would continue.

Copies  of  the  Company's  2003 Annual Report on Form 10-KSB, as filed with the
Securities and Exchange Commission, are available upon request without charge by
calling  or writing the Company as follows:  Holly R. Hunt, NBOG Bancorporation,
Inc., P.O. Box 1378, Gainesville, Georgia 30503, (770) 297-8060.


                                        2
<PAGE>
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

NBOG  Bancorporation,  Inc.  (the  "Company")  opened  for  business through its
banking  subsidiary, The National Bank of Gainesville (the "Bank"), on March 25,
2002,  and  prior  to  that date activities of the entity were devoted solely to
securing  banking facilities, raising capital and procuring management and other
personnel.

The  following  discussion  describes  our  results  of  operations  for 2003 as
compared  to  2002  and also analyzes our financial condition as of December 31,
2003  as  compared  to  December 31, 2002.  Like most community banks, we derive
most  of  our income from interest we receive on our loans and investments.  Our
primary  source of funds for making these loans and investments is our deposits,
on  which we pay interest.  Consequently, one of the key measures of our success
is  our  amount  of net interest income, or the difference between the income on
our  interest-earning  assets, such as loans and investments, and the expense on
our  interest-bearing liabilities, such as deposits.  Another key measure is the
spread  between  the yield we earn on these interest-earning assets and the rate
we  pay  on  our  interest-bearing  liabilities.

We  have  included  a  number  of  tables  to assist in our description of these
measures.  For  example,  the "Average Balances" table shows the average balance
during  2003 and 2002 of each category of our assets and liabilities, as well as
the yield we earned or the rate we paid with respect to each category.  A review
of this table shows that our loans typically provide higher interest yields than
do  other  types of interest earning assets, which is why we intend to channel a
substantial  percentage  of  our  earning  assets  into  our  loan  portfolio.
Similarly,  the  "Rate/Volume  Analysis"  table  helps demonstrate the impact of
changing interest rates and changing volume of assets and liabilities during the
years  shown.  We also track the sensitivity of our various categories of assets
and  liabilities  to  changes  in  interest  rates,  and  we  have  included  a
"Sensitivity  Analysis Table" to help explain this.  Finally, we have included a
number of tables that provide detail about our investment securities, our loans,
and  our  deposits.

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

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

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

CRITICAL  ACCOUNTING  POLICIES

We  have  adopted  various  accounting policies, which govern the application of
accounting principles generally accepted in the United States of America, in the
preparation  of  our  consolidated  financial  statements.  Our  significant
accounting policies are described in note 1 in the footnotes to the consolidated
financial  statements  at  December  31,  2003 included elsewhere in this annual
report.

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


                                        3
<PAGE>
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
           OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED

RESULTS  OF  OPERATIONS

Net  earnings  for  2003  was $979,000 compared to a loss of $1,141,000 in 2002.
Our  operational  results depend to a large degree on net interest income, which
is  the  difference between the interest income received on investments (such as
loans,  investment  securities, and federal funds sold) and the interest expense
on  deposit  liabilities.  Net interest income was $2,088,000 for the year ended
December  31,  2003  compared  to $399,000 for the year ended December 31, 2002.
Additionally,  net  income reflects an income tax benefit of $650,000 related to
the  recognition  of a deferred tax asset.  These items are discussed in further
detail  later  in  the  discussion.

The provision for loan losses in 2003 was $341,000 compared to $260,000 in 2002.
The provision for loan losses reflects management's estimate of potential losses
inherent  in the loan portfolio and the creation of an allowance for loan losses
adequate  to  absorb  such  losses.

Non-interest  income  for  the  year  ended  December  31, 2003 totaled $258,000
compared  to  $42,000  in 2002.  Non-interest income includes service charges on
deposit accounts, mortgage origination fee income and investment security gains.
The  establishment  of  a  mortgage  lending  division,  coupled  with declining
interest  rates  during  2003,  provided  us  with  an  opportunity  to  derive
significant  income  from  the  origination  of  mortgage  loans.  Non-interest
expenses  in  2003  were $1,675,000 compared to $1,323,000 in 2002.  The largest
component  of  non-interest  expenses  is  salaries  and benefits, which totaled
$891,000  for  the  year  ended December 31, 2003, compared to $736,000 in 2002.

NET  INTEREST  INCOME

For  the  years  ended  December  31, 2003 and 2002, net interest income totaled
$2,088,000  and  $399,000,  respectively.  Interest income from loans, including
fees,  was  $3,217,000 representing a yield of 8.63% in 2003 compared to a yield
of  7.87%  in  2002.  The increase in yield on loans is due to higher volumes of
higher yielding consumer loans in 2003.  Interest expense totaled $1,333,000 for
the year ended December 31, 2003 compared to $884,000 in 2002.  The net interest
margin  realized  on  earning assets and the interest rate spread were 4.38% and
4.01%,  respectively,  for  the  year ended December 31, 2003, as compared to an
interest rate margin of 1.25% and interest rate spread of .76% in 2002.


                                        4
<PAGE>
<TABLE>
<CAPTION>
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED

AVERAGE  BALANCES  AND  INTEREST  RATES

The table below details the average balances outstanding for each category of
interest earning assets and interest-bearing liabilities for 2003 and 2002 and
the average rate of interest earned or paid thereon. Average balances have been
derived from the daily balances throughout the period indicated.

                                     For the Year Ended December 31,  For the Year Ended December 31,
                                     -------------------------------  -------------------------------
                                                  2003                             2002
                                                  ----                             ----
                                                     (Amounts presented in thousands)

                                         Average              Yield/    Average              Yield/
                                         Balance   Interest    Rate     Balance   Interest    Rate
                                        ---------  ---------  -------  ---------  ---------  -------
<S>                                     <C>        <C>        <C>      <C>        <C>        <C>
Assets:
  Interest earning assets:
    Loans (including loan fees)         $ 37,295   $   3,217    8.63%  $ 11,765   $     926    7.87%
    Investment securities                  5,544         150    2.71%     5,425         123    2.28%
    Federal funds sold                     4,797          54    1.13%    14,621         234    1.60%
                                        ---------  ---------  -------  ---------  ---------  -------
  Total interest earning assets           47,636       3,421    7.18%    31,811       1,283    4.03%
  Other non-interest earnings assets       1,362                          1,812
                                        ---------                      ---------

      Total assets                      $ 48,998                         33,623
                                        =========                      =========

Liabilities and shareholders' equity:
  Interest-bearing liabilities:
    Deposits:
      Interest-bearing demand           $    391           3     .77%       215           1     .54%
      Savings and money market             6,089          86    1.41%     1,939          43    2.21%
      Time                                35,598       1,244    3.49%    24,753         833    3.37%
    Other                                      -           -       -        175           7    4.25%
                                        ---------  ---------  -------  ---------  ---------  -------
  Total interest-bearing liabilities      42,078       1,333    3.17%    27,082         884    3.27%
  Other non-interest bearing
    liabilities                            2,244                          1,524
  Shareholders' equity                     4,676                          5,017
                                        ---------                      ---------

      Total liabilities and
        shareholders' equity            $ 48,998                       $ 33,623
                                        =========                      =========

Excess of interest-earning assets
  over interest-bearing liabilities     $  5,558                       $  4,729
                                        =========                      =========

Ratio of interest-earning assets
  to interest-bearing liabilities         113.21%                        117.46%

Net interest income                                $   2,088                      $     399
                                                   =========                      =========

Net interest spread                                             4.01%                           .76%
                                                              =======                        =======

Net interest margin                                             4.38%                          1.25%
                                                              =======                        =======
</TABLE>

Non-accrual  loans  are  included  in  average  loan balances during the periods
presented  as  the  balances  were  not  significant.


                                        5
<PAGE>
<TABLE>
<CAPTION>
                        MANAGEMENT'S DISCUSSION AND ANALYSIS
            OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED

VOLUME/RATE  ANALYSIS

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

                                                 2003 COMPARED TO 2002
                                          INCREASE (DECREASE) DUE TO CHANGES IN
                                          VOLUME          RATE            NET
                                      --------------  -------------  --------------
<S>                                   <C>             <C>            <C>
CHANGE
------
Interest income on:
  Loans (including loan fees)         $       2,193             98           2,291
  Investment securities                           3             24              27
  Federal funds sold                           (125)           (55)           (180)
                                      --------------  -------------  --------------
                                              2,071             67           2,138
                                      --------------  -------------  --------------

Interest expense on:
  Interest-bearing demand and savings $           1              1               2
  Savings                                        63            (20)             43
  Time                                          380             31             411
  Other                                           -             (7)             (7)
                                      --------------  -------------  --------------
                                                444              5             449
                                      --------------  -------------  --------------

                                      $       1,627             62           1,689
                                      ==============  =============  ==============
</TABLE>

INTEREST RATE SENSITIVITY AND ASSET LIABILITY MANAGEMENT

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

Net  interest  income  is  the  primary  component  of  net income for financial
institutions.  Net  interest  income  is affected by the timing and magnitude of
repricing of as well as the mix of interest sensitive and non-interest sensitive
assets and liabilities.  "Gap" is a static measurement of the difference between
the  contractual  maturities or repricing dates of interest sensitive assets and
interest  sensitive  liabilities  within the following twelve months.  Gap is an
attempt  to  predict  the  behavior of the Bank's net interest income in general
terms  during periods of movement in interest rates.  In general, if the Bank is
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, 2003, the Bank, as measured by
Gap, is in an asset sensitive  position.  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.


                                        6
<PAGE>
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
           OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED


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

The  following  table  summarizes  the  amounts  of  interest-earning assets and
interest-bearing liabilities outstanding at December 31, 2003, that are expected
to  mature, prepay, or reprice in each of the future time periods shown.  Except
as  stated  below,  the  amount  of assets or liabilities that mature or reprice
during  a  particular  period  was determined in accordance with the contractual
terms  of  the  asset  or  liability.  Adjustable rate loans are included in the
period  in  which interest rates are next scheduled to adjust rather than in the
period  in  which  they  are  due,  and  fixed  rate  loans  and mortgage-backed
securities  are  included  in  the  periods  in which they are anticipated to be
repaid  based  on  scheduled  maturities.  The  Bank's  savings  accounts  and
interest-bearing  demand  accounts,  which  are  generally  subject to immediate
withdrawal,  are  included  in  the  "Three  Months or  Less" category, although
historical  experience  has  proven  these  deposits to be  more stable over the
course  of  a  year.

<TABLE>
<CAPTION>
                                                                At December 31, 2003
                                                              Maturing or Repricing in
                                                              ------------------------
                                                               (dollars in thousands)

                                           Three Months    Four Months   1 to 5   Over 5
                                             or Less      to 12 Months    Years    Years   Total
                                          --------------  -------------  -------  -------  ------
<S>                                       <C>             <C>            <C>      <C>      <C>
Interest-earning assets:
  Investment securities                   $           -              -    2,745        -    2,745
  Federal funds sold                              2,365              -        -        -    2,365
  Loans                                           9,434         20,550   15,952    1,227   47,163
                                          --------------  -------------  -------  -------  ------

Total interest-bearing assets                    11,799         20,550   18,697    1,227   52,273
                                          --------------  -------------  -------  -------  ------

Interest-bearing liabilities:
  Deposits:
  Savings and demand                              5,624              -        -        -    5,624
  Time deposits                                   5,819         20,383   15,018        -   41,220
                                          --------------  -------------  -------  -------  ------

Total interest-bearing liabilities               11,443         20,383   15,018        -   46,844
                                          --------------  -------------  -------  -------  ------

Interest sensitive difference per period            356            167    3,679    1,227    5,429
                                          --------------  -------------  -------  -------  ======
Cumulative interest sensitivity
  difference                              $         356            523    4,202    5,429
                                          ==============  =============  =======  =======
Cumulative difference to total
  interest earning assets                           .68%          1.00%    8.04%   10.39%
                                          ==============  =============  =======  =======
</TABLE>

At  December  31, 2003, the difference between the Bank's assets and liabilities
repricing  or maturing within one year was $523,000.  Due to an excess of assets
repricing or maturing within one year, an increase in interest rates would cause
the  Bank's  net  interest  income  to  increase.

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.


                                        7
<PAGE>
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
           OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED

PROVISION  AND  ALLOWANCE  FOR  LOAN  LOSSES

The  provision  for  loan  losses  is  the  charge  to  operating  earnings that
management believes is necessary to maintain the allowance for loan losses at an
adequate  level.  The  provision  charged  to  expense was $341,000 for the year
ended  December 31, 2003 as compared to $260,000 for the year ended December 31,
2002.  The  loan  portfolio  increased by approximately $21.2 million during the
year  ended December 31, 2003.  The allowance for loan losses was 1.20% of gross
loans  at December 31, 2003 compared to .99% at December 31, 2002.  The increase
in  the allowance to loan loss to gross loan ratio is reflective of the relative
increase  in  the  consumer  portfolio.  These  credits inherently have a higher
level  of  credit  risk. There are risks inherent in making all loans, including
risks  with  respect to the period of time over which loans may be repaid, risks
resulting  from  changes  in economic and industry conditions, risks inherent in
dealing  with  individual  borrowers, and, in the case of a collateralized loan,
risks resulting from uncertainties about the future value of the collateral.  We
anticipate  maintaining  an  allowance  for  loan  losses  based on, among other
things, historical experience, an evaluation of economic conditions, and regular
reviews  of  delinquencies  and  loan portfolio quality.  Our judgment about the
adequacy  of  the  allowance  is based upon a number of assumptions about future
events,  which  we  believe  to  be  reasonable,  but  which may not prove to be
accurate.  Thus, there is a risk that charge-offs in future periods could exceed
the  allowance  for  loan losses or that substantial additional increases in the
allowance  for  loan  losses  could be required.  Additions to the allowance for
loan  losses  would  result  in  a decrease of our net income and, possibly, our
capital.

The following table summarizes other real estate and repossessions, past due and
non-accrual loans, and income that would have been reported on non-accrual loans
as of December 31, 2003 and 2002 (amounts are presented in thousands):

                                                          December 31,
                                                        ----------------
                                                          2003     2002
                                                        -------  -------

            Other real estate and repossessions         $   561  $     -
            Accruing loans 90 days or more past due         405        -

A  loan  is  placed  on  non-accrual  status when, in management's judgment, the
collection  of  interest  appears  doubtful. As a result of management's ongoing
review  of  the  loan  portfolio,  loans  are  classified  as  non-accrual  when
management  believes,  after  considering  economic  and business conditions and
collection  efforts,  that  the  borrower's  financial  condition  is  such that
collection  of  interest  is  doubtful. Generally, loans are placed on nonacrual
status  when  principal or interest payments are past due for more than 90 days.
Exceptions  are  allowed for loans past due greater than 90 days when such loans
are  well  secured and in process of collection.  At December 31, 2003 and 2002,
there  were no loans outstanding, which were accounted for as non-accrual loans.

NON-INTEREST  INCOME  AND  EXPENSE

Non-interest  income  for  the  year ended December 31, 2003 totaled $258,000 as
compared  to  $42,000  for  the  year ended December 31, 2002.  This increase in
non-interest  income  was  primarily  due to an increase in mortgage origination
fees  resulting  from  creation of a mortgage origination department during 2003
and  an  increase  in  service  charges on deposit accounts.  Service charges on
deposit accounts grew as the number of accounts increased in 2003 as compared to
2002.

Total  non-interest  expense for the year ended December 31, 2003 was $1,675,000
as  compared  to $1,323,000 for the same period in 2002.  Salaries and benefits,
the  largest  component  of  non-interest expense, totaled $891,000 for the year
ended  December  31,  2003, compared to $736,000 for the same period a year ago.
Salary and benefits expense increased primarily due to the increase in full time
equivalent  employees  from  eleven at December 31, 2002 to fourteen at December
31,  2003  as well as other annual salary increases.  Occupancy totaled $267,000
for the year ended December 31, 2003, compared to $185,000 for the same period a
year  ago.  Occupancy  expense  increased primarily due to a $23,000 increase in
rent expense compared to 2002.  The increase is the result of recognizing a full
year  of  rent  expense  for  the  main  office  and the opening of the mortgage
department,  which  is  located in a leased facility during 2003.  Additionally,
depreciation  expense  increased  $44,000,  compared  to  2002,  as  a result of


                                        8
<PAGE>
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
           OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED

recognizing a full year of depreciation expense for assets acquired during 2002.
Professional  fees  totaled  $140,000  for  the  year  ended  December 31, 2003,
compared  to  $72,000  for 2002.  Professional fees increased primarily due to a
$38,000 increase in auditing and accounting fees associated with increased costs
for internal, external, and regulatory audits.  Other non-interest expenses were
$377,000  for  the  year ended December 31, 2003 as compared to $329,000 for the
year  ended  December  31,  2002.  The  increase in non-interest expenses is due
primarily  to  the  continued  growth  of  the  bank.

INCOME  TAXES

For  the  year ended December 31, 2003, the Company's net income reflected a tax
benefit of $650,000 resulting from the reversal of a valuation reserve which had
been  recorded against it's deferred tax assets.  Prior to 2003, the Company did
not  recognize  a deferred tax asset as the ultimate realization of these assets
were  in  doubt  as  the Company had not reported a consistent level of earnings
which  would  support the recognition of the deferred tax asset.  As of December
31,  2003, the Company generated nine consecutive months of net income primarily
from  core  earnings  which  is  indicative of the Company's ability to generate
taxable  income  and  the  recognition  of  the  deferred  tax  asset.


                                        9
<PAGE>
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
           OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED

                              FINANCIAL CONDITION

Total assets increased $8,138,000, or 17% from December 31, 2002 to December 31,
2003.  The  primary  source  of  growth in assets was net loans, which increased
$20,881,000  or  81%,  during  the  year  ended  December  31, 2003.  Investment
securities  available-for-sale  decreased  $4,195,000  from December 31, 2002 to
$2,745,000  at  December 31, 2003. Federal funds sold decreased $10,889,000 from
December  31, 2002 to $2,365,000 at December 31, 2003.  Total deposits increased
$6,778,000,  or  16%  during  2003.

INTEREST  EARNING  ASSETS

LOANS

Gross loans totaled $47,163,000 at December 31, 2003, an increase of $21,189,000
or  82%  since  December  31,  2002.  The  largest increase in loans was in real
estate-mortgage  loans,  which  increased  $9,720,000  from December 31, 2002 to
$19,222,000  at  December  31,  2003.  Commercial  and  consumer loans increased
$3,922,000 and $4,584,000, respectively, during 2003.  Balances within the major
loans receivable categories as of December 31, 2003 and December 31, 2002 are as
follows  (amounts  are  presented  in  thousands):

<TABLE>
<CAPTION>
                                         2003           2002
                                        -------        ------
<S>                                     <C>      <C>   <C>     <C>
Commercial, financial and agricultural  $ 7,213   15%   3,291   13%
Real estate - mortgage                   19,222   41%   9,502   36%
Real estate - construction               10,671   23%   7,708   30%
Consumer                                 10,057   21%   5,473   21%
                                        -------  ----  ------  ----
                                        $47,163  100%  25,974  100%
                                        =======  ====  ======  ====
</TABLE>

As  of  December  31, 2003, maturities of loans in the indicated classifications
were  as  follows  (amounts  are  presented  in  thousands):

<TABLE>
<CAPTION>
                            Real Estate
               Commercial   Construction  Total
               -----------  ------------  ------
<S>            <C>          <C>           <C>
Within 1 year  $     4,826        10,384  15,210
1 to 5 years         2,375           287   2,662
Over 5 years            12             -      12
               -----------  ------------  ------
Totals         $     7,213        10,671  17,884
               ===========  ============  ======
</TABLE>

As  of  December  31,  2003,  the  interest  terms  of  loans  in  the indicated
classification  for  the  indicated  maturity ranges are as follows (amounts are
presented  in  thousands):

<TABLE>
<CAPTION>
                            Fixed Interest   Variable Interest
                                 Rates             Rates         Total
                            ---------------  -----------------  --------
<S>                         <C>              <C>                <C>
Commercial
   1 to 5 years             $         1,328              1,047     2,375
   Over 5 years                          12                  -        12

Real estate - construction
   1 to 5 years                         287                  -       287
   Over 5 years                           -                  -         -
</TABLE>


                                       10
<PAGE>
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
           OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED


INVESTMENT  SECURITIES

Investment securities available-for-sale decreased to $2,745,000 at December 31,
2003  from  $6,940,000  at  December  31, 2002.  This decrease was primarily the
result  of  loan  growth  outpacing  deposit growth and the use of proceeds from
sales  and maturities of investment securities being used to fund loan growth as
well  as  daily  operations.  All of the Bank's marketable investment securities
were  designated  as  available-for-sale  at  December  31,  2003  and  2002.

The  following  table  presents the investments by category at December 31, 2003
and  2002  (amounts  are  presented  in  thousands):

<TABLE>
<CAPTION>
                                                  2003                    2002
                                                  ----                    ----
                                          Amortized   Estimated   Amortized  Estimated
                                          ----------------------  ---------------------
                                             Cost     Fair Value    Cost     Fair Value
                                          ----------  ----------  ---------  ----------
<S>                                       <C>         <C>         <C>        <C>
U.S. Government agencies and  treasuries  $    1,498       1,494      6,024       6,071
Mortgage-backed securities                     1,253       1,251        853         869
                                          ----------  ----------  ---------  ----------

                                          $    2,751       2,745      6,877       6,940
                                          ==========  ==========  =========  ==========
</TABLE>

The following table presents the maturities of investment securities at carrying
value  and the weighted average yields for each range of maturities presented as
of  December  31,  2003  (amounts  are  presented  in  thousands):

<TABLE>
<CAPTION>
                            U.S.      Weighted    Mortgage    Weighted
                         Government    Average     Backed      Average
                          Agencies     Yields    Securities    Yields
                         -----------  ---------  -----------  ---------
<S>                      <C>          <C>        <C>          <C>
After 1 through 5 years  $     1,494      2.55%  $     1,251      2.59%
                         ===========  =========  ===========  =========
</TABLE>

DEPOSITS

At  December  31,  2003,  total  deposits  increased  by $6,778,000, or 16% from
December 31, 2002. Time deposits increased $5,398,000, or 5%.

Balances  within  the  major  deposit  categories  as  of  December 31, 2003 and
December 31, 2002 are as follows (amounts are presented in thousands):

<TABLE>
<CAPTION>
                                       2003     2002
                                      -------  ------
<S>                                   <C>      <C>
Non-interest-bearing demand deposits  $ 2,242   1,675
Interest-bearing demand deposits          357     340
Savings deposits                        5,266   4,470
Time deposits                          28,676  14,753
Time deposits over $100,000            12,544  21,069
                                      -------  ------

                                      $49,085  42,307
                                      =======  ======
</TABLE>


                                       11
<PAGE>
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
           OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED

DEPOSITS,  CONTINUED

Maturities  of  time  certificates of deposit of $100,000 or more outstanding at
December  31,  2003  are  summarized  as  follows  (amounts  are  presented  in
thousands):

                  Within 3 months               $   2,095
                  After 3 through 6 months          4,204
                  After 6 through 12 months         2,636
                  After 12 months                   3,609
                                                ---------

                  Total                         $  12,544
                                                =========

CAPITAL  RESOURCES

Total  shareholders'  equity  increased  from $4,671,000 at December 31, 2002 to
$6,477,000 at December 31, 2003.  This increase was attributable to net earnings
of  $979,000  and  the net proceeds from a secondary offering of common stock of
$894,000  for  the  period, offset by a decrease of $67,000 in the fair value of
securities  available-for-sale,  net  of  tax.

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  3.0%.

The  following table summarizes the bank's risk-based capital ratios at December
31,  2003:

          Tier 1 capital (to risk-weighted assets)                         14.7%
          Total capital (to risk-weighted assets)                          16.0%
          Tier 1 capital (to total average assets)                         12.4%


                                       12
<PAGE>
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
           OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED

LIQUIDITY

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

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

The Bank maintains relationships with correspondent banks that can provide funds
to  it  on  short  notice, if needed.  Presently, the Bank has arrangements with
commercial  banks for short term unsecured advances up to $3,900,000. No amounts
were  advanced  on  these  lines  at  December  31,  2003.

Cash  and  cash  equivalents  as  of December 31, 2003 decreased $9,989,000 from
December  31,  2002.  Cash  provided by operating activities totaled $274,000 in
2003,  while  inflows  from  financing activities totaled $7,671,000, which were
attributable  to  net increases in deposits and proceeds from issuance of common
stock.

During 2003, investing activities used $17,935,000 of cash and cash equivalents.
Investing  activities  included  net  loans  made  to customers of approximately
$21,823,000,  purchases  of  investment  securities  available-for-sale  of
$2,517,000,  offset  by  maturities  and  sales  of  investment  securities
available-for-sale  of  approximately  $6,607,000.

OFF  BALANCE  SHEET  ARRANGEMENTS

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

Since  certain  commitments are expected to expire without being drawn upon, the
total  commitment amounts do not necessarily represent future cash requirements.
We  use the same credit policies in making commitments to extend credit as we do
for  on-balance-sheet  instruments.  Collateral  held  for commitments to extend
credit  varies but may include unimproved and improved real estate, certificates
of  deposit  or  personal  property.

The following table summarizes our off-balance-sheet financial instruments whose
contract amounts represent credit risk as of December 31, 2003:

          Commitments  to  extend  credit     $  4,310,000
          Standby  letters  of  credit        $    242,000

INFLATION

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


                                       13
<PAGE>
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
           OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, CONTINUED

SELECTED  RATIOS

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

                                                     2003             2002
                                                     ----             ----

             Net  earnings  (loss)  to:
               Average stockholders' equity         20.94%          (22.74)%
               Average assets                        2.00%           (3.39)%
             Dividends to net earnings (loss)           -                -
             Average equity to average assets        9.54%           14.92%

RECENT  ACCOUNTING  PRONOUNCEMENTS

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


                                       14
<PAGE>
                            NBOG BANCORPORATION, INC.

                                 AND SUBSIDIARY


                        CONSOLIDATED FINANCIAL STATEMENTS


                           DECEMBER 31, 2003 AND 2002


                 (WITH INDEPENDENT ACCOUNTANTS' REPORT THEREON)


                                       15
<PAGE>
                               [GRAPHIC  OMITED]


                            Porter Keadle Moore, LLP



               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



To  the  Board  of  Directors
NBOG  Bancorporation,  Inc.

We  have  audited  the  accompanying  consolidated  balance  sheets  of  NBOG
Bancorporation,  Inc.  and  subsidiary as of December 31, 2003 and 2002, and the
related  consolidated  statements  of  operations,  comprehensive income (loss),
changes  in  shareholders' equity and cash flows for the years then ended. These
financial  statements  are  the  responsibility of the Company's management. Our
responsibility  is  to express an opinion on these financial statements based on
our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of NBOG Bancorporation,
Inc.  and  subsidiary  as of December 31, 2003 and 2002 and the results of their
operations  and  their  cash  flows for the years then ended, in conformity with
accounting  principles  generally  accepted  in  the  United  States of America.



                                               /s/  Porter Keadle Moore, LLP



Atlanta,  Georgia
February  20,  2004


                                       16
<PAGE>
<TABLE>
<CAPTION>
                            NBOG BANCORPORATION, INC. AND SUBSIDIARY

                                   CONSOLIDATED BALANCE SHEETS

                                   DECEMBER 31, 2003 AND 2002

                                                                            2003        2002
                                                                            ----        ----
                                             Assets
                                             ------
<S>                                                                    <C>           <C>
Cash and due from banks                                                $ 1,439,912      540,227
Federal funds sold                                                       2,365,000   13,254,000
                                                                       ------------  -----------

      Cash and cash equivalents                                          3,804,912   13,794,227

Investment securities available-for-sale                                 2,744,662    6,940,158
Other investments                                                          207,550      145,250
Loans, net                                                              46,597,520   25,716,715
Premises and equipment, net                                                714,251      664,093
Accrued interest receivable and other assets                             1,538,421      209,084
                                                                       ------------  -----------

                                                                       $55,607,316   47,469,527
                                                                       ============  ===========
                               Liabilities and Shareholders' Equity
                               ------------------------------------

Deposits:
  Non interest-bearing demand                                          $ 2,241,644    1,675,329
  Interest-bearing demand                                                  357,509      339,639
  Savings and money market                                               5,265,995    4,469,832
  Time less than $100,000                                               28,675,606   14,753,024
  Time greater than $100,000                                            12,544,368   21,069,502
                                                                       ------------  -----------

      Total deposits                                                    49,085,122   42,307,326

Accrued interest payable and other liabilities                              45,267      491,372
                                                                       ------------  -----------

      Total liabilities                                                 49,130,389   42,798,698
                                                                       ------------  -----------

Commitments

Shareholders' equity:
  Preferred stock, no par value; 10,000,000 shares authorized;
    no shares issued and outstanding                                             -            -
  Common stock, no par value; 50,000,000 shares authorized; 746,890 and
    655,722 shares issued and outstanding in 2003 and 2002, respectively 7,176,408    6,282,782
  Accumulated deficit                                                     (695,561)  (1,675,008)
  Accumulated other comprehensive (loss) income                             (3,920)      63,055
                                                                       ------------  -----------

      Total shareholders' equity                                         6,476,927    4,670,829
                                                                       ------------  -----------

                                                                       $55,607,316   47,469,527
                                                                       ============  ===========



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


                                       17
<PAGE>
<TABLE>
<CAPTION>
                       NBOG BANCORPORATION, INC. AND SUBSIDIARY

                        CONSOLIDATED STATEMENTS OF OPERATIONS

                    FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

                                                               2003          2002
                                                          --------------  -----------
<S>                                                       <C>             <C>
Interest income:
  Interest and fees on loans                              $    3,217,455     925,545
  Interest income on investments                                 149,595     123,512
  Interest income on federal funds sold                           53,639     234,404
                                                          --------------  -----------

    Total interest income                                      3,420,689   1,283,461
                                                          --------------  -----------

Interest expense:
  Interest on deposits                                         1,333,018     876,975
  Other                                                                -       7,450
                                                          --------------  -----------

    Total interest expense                                     1,333,018     884,425
                                                          --------------  -----------

    Net interest income                                        2,087,671     399,036

Provision for loan losses                                        341,305     259,744
                                                          --------------  -----------

    Net interest income after provision for loan losses        1,746,366     139,292
                                                          --------------  -----------

Non-interest income:
  Service charges on deposit accounts                             64,355      17,870
  Gain on sale of investment securities                            4,816           -
  Mortgage origination fees                                      170,092       3,477
  Other                                                           18,846      21,119
                                                          --------------  -----------

    Total non-interest income                                    258,109      42,466
                                                          --------------  -----------

Non-interest expenses:
  Salaries and benefits                                          890,642     736,326
  Occupancy                                                      267,168     184,870
  Professional fees                                              140,449      72,403
  Other                                                          376,526     328,985
                                                          --------------  -----------

    Total non-interest expense                                 1,674,785   1,322,584
                                                          --------------  -----------

    Earnings (loss) before income taxes                          329,690  (1,140,826)

Income tax benefit                                               649,757           -
                                                          --------------  -----------

    Net earnings (loss)                                   $      979,447  (1,140,826)
                                                          ==============  ===========

Net earnings (loss) per share                             $         1.45       (1.74)
                                                          ==============  ===========

Weighted average shares outstanding                       $      673,408     655,722
                                                          ==============  ===========


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


                                       18
<PAGE>
<TABLE>
<CAPTION>
                                 NBOG BANCORPORATION, INC. AND SUBSIDIARY

                         CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

                                       DECEMBER 31, 2003 AND 2002


                                                                                    2003        2002
                                                                                  ---------  -----------
<S>                                                                               <C>        <C>
Net earnings (loss)                                                               $979,447   (1,140,826)
                                                                                  ---------  -----------

Other comprehensive (loss) income, net of tax:

Unrealized comprehensive (loss) income, net of tax:
  Unrealized (losses) gains on investment securities available-for-sale, net of
    associated income tax effect of $32,865 and $0                                 (63,796)      63,055

  Reclassification adjustments for gains on sales of investment securities
    available-for-sale, net of associated  income tax effect of $1,637 and $0       (3,179)           -
                                                                                  ---------  -----------

Other comprehensive (loss) income                                                  (66,975)      63,055
                                                                                  ---------  -----------

Comprehensive income (loss)                                                       $912,472   (1,077,771)
                                                                                  =========  ===========



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


                                       19
<PAGE>
<TABLE>
<CAPTION>
                                    NBOG BANCORPORATION, INC. AND SUBSIDIARY

                           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

                                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002


                                    Common Stock           Stock                     Accumulated
                                  --------------------  Subscription   Accumulated   Comprehensive
                                  Shares     Amount      Receivable      Deficit     Income (Loss)      Total
                                  -------  -----------  -------------  ------------  --------------  -----------
<S>                               <C>      <C>          <C>            <C>           <C>             <C>
Balance, December 31, 2001              -  $      200           (200)     (534,182)              -     (534,182)

Proceeds from stock offering,
  net of offering costs
  of $273,438                     655,722   6,282,782              -             -               -    6,282,782

Cancellation of organizational
  shares subscription                   -        (200)           200             -               -            -

Change in unrealized gain on
  securities available-for-sale,
  net of tax                            -           -              -             -          63,055       63,055

Net loss                                -           -              -    (1,140,826)              -   (1,140,826)
                                  -------  -----------  -------------  ------------  --------------  -----------

Balance, December 31, 2002        655,722   6,282,782              -    (1,675,008)         63,055    4,670,829

Proceeds from stock offering,
  net of offering costs
  of $18,055                       91,168     893,626              -             -               -      893,626

Change in unrealized loss on
  securities available-for-sale,
  net of tax                            -           -              -             -         (66,975)     (66,975)

Net earnings                            -           -              -       979,447               -      979,447
                                  -------  -----------  -------------  ------------  --------------  -----------

Balance, December 31, 2003        746,890  $7,176,408              -      (695,561)         (3,920)   6,476,927
                                  =======  ===========  =============  ============  ==============  ===========



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


                                       20
<PAGE>
<TABLE>
<CAPTION>
                                 NBOG BANCORPORATION, INC. AND SUBSIDIARY

                                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                              FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002


                                                                                 2003            2002
                                                                            ---------------  ------------
<S>                                                                         <C>              <C>
Cash flows from operating activities:
  Net earnings (loss)                                                       $      979,447    (1,140,826)
    Adjustments to reconcile net earnings (loss) to
      net cash provided (used) by operating activities:
        Provision for loan losses                                                  341,305       259,744
        Depreciation, amortization and accretion                                   168,110       111,930
        Gain on sale of investment securities available-for-sale                    (4,816)            -
        Gain on sale of repossessed assets                                          (2,479)            -
        Change in other assets                                                    (761,181)     (169,931)
        Change in other liabilities                                               (446,104)      470,723
                                                                            ---------------  ------------

          Net cash provided (used) by operating activities                         274,282      (468,360)
                                                                            ---------------  ------------

Cash flows from investing activities:
  Purchases of investment securities available-for-sale                         (2,516,719)   (6,906,472)
  Proceeds from maturities, calls and paydowns of investment
    securities available-for-sale                                                2,595,335             -
  Proceeds from sales of investment securities available-for-sale                4,011,338             -
  Purchases of other investments                                                   (74,900)     (145,250)
  Proceeds from the sale of other investments                                       12,600             -
  Net change in loans                                                          (21,822,551)  (25,976,459)
  Proceeds from the sale of repossessed assets                                      36,784             -
  Purchases of premises and equipment, including construction in progress         (176,906)     (481,717)
                                                                            ---------------  ------------

          Net cash used by investing activities                                (17,935,019)  (33,509,898)
                                                                            ---------------  ------------

Cash flows from financing activities:
  Net change in deposits                                                         6,777,796    42,307,326
  Repayment of notes payable                                                             -    (1,082,140)
  Payment of deferred offering costs                                               (18,055)       (8,921)
  Proceeds from the issuance of common stock                                       911,681     6,556,220
                                                                            ---------------  ------------

          Net cash provided by financing activities                              7,671,422    47,772,485
                                                                            ---------------  ------------

          Net change in cash and cash equivalents                               (9,989,315)   13,794,227

Cash and cash equivalents at beginning of the period                            13,794,227             -
                                                                            ---------------  ------------

Cash and cash equivalents at end of the period                              $    3,804,912    13,794,227
                                                                            ===============  ============

Supplemental information:
  Cash paid during the year for interest                                    $    1,697,119       417,393
                                                                            ===============  ============

Noncash investing and financing activities:
  Change in unrealized (loss) gain on securities
    available-for-sale                                                      $      (66,975)       63,055
                                                                            ===============  ============
  Transfer of loans to other real estate and repossessions                         600,441             -
                                                                            ===============  ============
  Recognition of previously deferred offering costs                                      -       264,517
                                                                            ===============  ============


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


                                       21
<PAGE>
                    NBOG BANCORPORATION, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
     Organization
     ------------
     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 Bank is
     chartered  and  regulated  by the Office of the Comptroller of Currency and
     the  Federal  Deposit  Insurance  Corporation.  The  Bank  received  final
     approvals  from bank regulators to commence banking operations on March 21,
     2002.

     The  Company closed its initial public offering of common stock on November
     30,  2001, having sold 630,722 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 currently
     engages  in  no  business  other  than  owning  and  managing  the  Bank.

     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. In addition, on July 1, 2003, the Company initiated
     a  private  offering  exempt  from registration under the Securities Act of
     1933.  The  private  offering ended on December 31, 2003. Proceeds totaling
     $911,681, net of offering costs of $18,055, were collected from the sale of
     91,168  shares.

     Basis  of  Presentation
     -----------------------
     The  consolidated  financial statements include the accounts of the Company
     and  the  Bank.  All  intercompany  accounts  and  transactions  have  been
     eliminated  in  consolidation.  Certain  2002  amounts were reclassified to
     conform  to  the  2003  presentation.

     The  accounting  principles followed by the Company and its subsidiary, and
     the method of applying these principles, conform with accounting principles
     generally  accepted  in  the  United  States  of  America ("GAAP") and with
     general  practices  within  the  banking  industry.  In preparing financial
     statements  in  conformity  with  GAAP,  management  is  required  to  make
     estimates and assumptions that affect the reported amounts in the financial
     statements. Actual results could differ significantly from those estimates.
     Material  estimates  common  to  the banking industry that are particularly
     susceptible  to  significant  change  in the near term include, but are not
     limited  to,  the  determination  of  the allowance for loan losses and the
     valuation  of  real  estate  acquired in connection with foreclosures or in
     satisfaction  of  loans.

     Cash and  Cash  Equivalents
     ---------------------------
     For  purposes  of  reporting  cash flows, cash and cash equivalents include
     cash  and  due  from  banks  and  federal  funds  sold.

     Investment  Securities
     ----------------------
     The  Company classifies its securities in one of three categories: trading,
     available-for-sale,  or held-to-maturity. Trading securities are bought and
     held  principally  for  the  purpose  of  selling  them  in  the near term.
     Held-to-maturity  securities are those securities for which the Company has
     the  ability and intent to hold until maturity. All securities not included
     in  trading  or  held-to-maturity  are classified as available-for-sale. At
     December  31,  2003  and  2002,  all  securities  are  classified  as
     available-for-sale.


                                       22
<PAGE>
                    NBOG BANCORPORATION, INC. AND SUBSIDIARY

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
     Investment  Securities,  continued
     ----------------------
     Available-for-sale  securities are recorded at fair value. Held-to-maturity
     securities are recorded at cost, adjusted for the amortization or accretion
     of  premiums  or discounts. Unrealized holding gains and losses, net of the
     related  tax  effect,  on  securities  available-for-sale are excluded from
     earnings  and  are reported as a separate component of shareholders' equity
     until  realized. Transfers of securities between categories are recorded at
     fair  value  at  the  date  of  transfer.

     A decline in the market value of any available-for-sale or held-to-maturity
     security  below  cost  that  is  deemed  other than temporary is charged to
     earnings  and  establishes  a  new  cost  basis  for  the  security.

     Premiums  and  discounts  are  amortized  or  accreted over the life of the
     related  securities  as adjustments to the yield. Realized gains and losses
     for  securities  classified  as available-for-sale and held-to-maturity are
     included  in  earnings  and  are  derived using the specific identification
     method  for  determining  the  cost  of  securities  sold.

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

     Loans  and  Allowance  for  Loan  Losses
     ----------------------------------------
     Loans  are stated at the principal amount outstanding, net of the allowance
     for  loan  losses.  Interest  on  loans  is  calculated by using the simple
     interest  method  on  daily  balances  of the principal amount outstanding.

     A  loan  is  considered  impaired  when,  based  on current information and
     events,  it  is  probable that all amounts due according to the contractual
     terms  of  the  loan  agreement  will  not be collected. Impaired loans are
     measured  based  on  the  present  value  of  expected  future  cash  flows
     discounted  at  the  loan's  effective  interest  rate,  or  at  the loan's
     observable market price, or at the fair value of the collateral of the loan
     if the loan is collateral dependent. Accrual of interest is discontinued on
     a  loan  when  management believes, after considering economic and business
     conditions  and collection efforts, that the borrower's financial condition
     is  such  that  collection  of  interest  is  doubtful.

     The  allowance  for loan losses is established through a provision for loan
     losses charged to expense. Loans are charged against the allowance for loan
     losses when management believes that the collectibility of the principal is
     unlikely.  The  allowance  represents  an  amount which will be adequate to
     absorb  probable  losses  on  existing loans that may become uncollectible.
     Management's  analysis  considers  the Company's historical losses, current
     economic  indicators  and  peer  group  historical  losses.  Loans  deemed
     uncollectible  are  charged-off  and  deducted  from  the  allowance  and
     recoveries on loans previously charged-off are added back to the allowance.

     Management's judgment in determining the adequacy of the allowance is based
     on  evaluations of the collectibility of loans. These evaluations take into
     consideration  such factors as changes in the nature and volume of the loan
     portfolio,  current  economic  conditions  that  may  affect the borrower's
     ability  to  pay,  overall portfolio quality and review of specific problem
     loans.  In  determining  the  adequacy  of  the  allowance for loan losses,
     management uses a loan grading system that rates individual loans into five
     risk  classifications  including:  average,  watch,  special  mention,
     substandard,  and  doubtful.  For  those Substandard loans determined to be
     impaired, a Specific Reserve is maintained equal to the portion of the loan
     that  is  considered  impaired.  Certain  other  variables  such as binding
     commitments,  industry  trends  and concentration risks, local economic and
     business  conditions,  and  delinquency  trends  are  factored  into  the
     calculation  of the allowance. The combination of these results is compared
     monthly  to the recorded allowance for loan losses and material differences
     are  adjusted  by  increasing  or decreasing the provision for loan losses.

     Management  believes  the  allowance  for  loan  losses  is adequate. While
     management  uses available information to recognize losses on loans, future
     additions  to  the  allowance may be necessary based on changes in economic
     conditions.  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.


                                       23
<PAGE>
                    NBOG BANCORPORATION, INC. AND SUBSIDIARY

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
     Premises  and  Equipment
     ------------------------
     Premises  and  equipment  are stated at cost less accumulated depreciation.
     Major  additions  and  improvements  are  capitalized while maintenance and
     repairs  that  do  not improve or extend the useful lives of the assets are
     expensed.  When  assets  are  retired  or  otherwise disposed, the cost and
     related  accumulated  depreciation  are  removed from the accounts, and any
     gain  or loss is reflected in earnings for the period. Depreciation expense
     for  furniture  and  equipment  is  computed using the straight-line method
     based  on  useful  lives  ranging  from three to seven years. Additionally,
     leasehold  improvements  are  amortized  on  a straight-line basis over the
     shorter  period  of  the  related  lease  term  or  useful  lives.

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

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

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

     Stock  Compensation  Plans
     --------------------------
     Statement  of  Financial  Accounting  Standards  No.  123,  "Accounting for
     Stock-Based  Compensation,"  encourages  all entities to adopt a fair value
     based  method  of accounting for employee stock compensation plans, whereby
     compensation  cost  is measured at the grant date based on the value of the
     award  and  is  recognized  over  the  service period, which is usually the
     vesting  period.  However,  it also allows an entity to continue to measure
     compensation cost for those plans using the intrinsic value based method of
     accounting  prescribed  by  Accounting  Principles  Board  Opinion  No. 25,
     "Accounting for Stock Issued to Employees;" ("APB 25") whereby compensation
     cost  is the excess, if any, of the quoted market price of the stock at the
     grant date (or other measurement date) over the amount an employee must pay
     to  acquire  the  stock.  Under  ABP  25,  stock  options  issued under the
     Company's  stock option plan have no intrinsic value at the grant date and,
     as  such,  no  compensation  cost is recognized. The Company has elected to
     continue with the accounting methodology in APB 25. As of December 31, 2003
     and  2002,  the  Company's options had no pro forma effects to net earnings
     (loss)  reported  as  there  were  no  options that vested in the reporting
     periods.

     Recent  Accounting  Pronouncements
     ----------------------------------
     Accounting  standards  that  have  been issued or proposed by the Financial
     Accounting  Standards Board and other standard setting entities that do not
     require  adoption  until  a  future  date are not applicable at the present
     time.


                                       24
<PAGE>
<TABLE>
<CAPTION>
                        NBOG BANCORPORATION, INC. AND SUBSIDIARY

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

(2)  INVESTMENT  SECURITIES  AVAILABLE-FOR-SALE
     At  December  31,  2003  and  2002  the  amortized  cost  and fair value of
     investment  securities  available-for-sale  are  summarized  as  follows:

                                                                    2003
                                                ---------------------------------------------
                                                              Gross       Gross     Estimated
                                                Amortized   Unrealized  Unrealized     Fair
                                                   Cost       Gains       Losses      Value
                                                ----------  ----------  ----------  ---------
<S>                                             <C>         <C>         <C>         <C>
       U.S. Government agencies                 $1,498,128       1,020       5,533  1,493,615
       Mortgage-backed securities                1,252,473       4,320       5,746  1,251,047
                                                ----------  ----------  ----------  ---------

             Total                              $2,750,601       5,340      11,279  2,744,662
                                                ==========  ==========  ==========  =========

                                                                     2002
                                                ---------------------------------------------
                                                              Gross       Gross     Estimated
                                                Amortized   Unrealized  Unrealized     Fair
                                                   Cost       Gains       Losses      Value
                                                ----------  ----------  ----------  ---------
       U.S. Government agencies and treasuries  $6,024,395      48,084       1,450  6,071,029
       Mortgage-backed securities                  852,708      16,421           -    869,129
                                                ----------  ----------  ----------  ---------

             Total                              $6,877,103      64,505       1,450  6,940,158
                                                ==========  ==========  ==========  =========
</TABLE>

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

<TABLE>
<CAPTION>
                                   Less than 12 months      12 months or more           Total
                                 ------------------------  -------------------  ---------------------
                                     Fair      Unrealized   Fair    Unrealized    Fair     Unrealized
                                    Value         Loss      Value      Loss       Value       Loss
                                 ------------  ----------  -------  ----------  ---------  ----------
<S>                              <C>           <C>         <C>      <C>         <C>        <C>
     U.S. Government agencies    $    492,815       5,533        -           -    492,815       5,533
     Mortgage backed securities       919,088       5,746        -           -    919,088       5,746
                                 ------------  ----------  -------  ----------  ---------  ----------
                                 $  1,411,903      11,279        -           -  1,411,903      11,279
                                 ============  ==========  =======  ==========  =========  ==========
</TABLE>

     At December 31, 2003, unrealized losses on the debt securities arose due to
     changing  interest  rates  and  market  conditions and are considered to be
     temporary  because  of  acceptable  investment  grades  where the repayment
     sources  of  principal  and  interest are backed by the U.S. Government and
     Government  sponsored  corporations.  At December 31, 2003, two out of five
     securities  issued  by  U.S.  Government  agencies and Government sponsored
     corporations,  including  mortgage-backed  securities, contained unrealized
     losses.

     The  amortized  cost  and  estimated  fair  value  of investment securities
     available-for-sale at December 31, 2003, by contractual maturity, are shown
     below.  Expected maturities will differ from contractual maturities because
     borrowers have the right to call or prepay obligations with or without call
     or  prepayment  penalties.

<TABLE>
<CAPTION>
                                 Amortized   Estimated
                                    Cost     Fair Value
                                 ----------  ----------
<S>                              <C>         <C>
     U.S. Government agencies:
       1 to 5 years              $1,498,128   1,493,615
     Mortgage-backed securities   1,252,473   1,251,047
                                 ----------  ----------

           Total                 $2,750,601   2,744,662
                                 ==========  ==========
</TABLE>


                                       25
<PAGE>
<TABLE>
<CAPTION>
                         NBOG BANCORPORATION, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

(2)  INVESTMENT SECURITIES AVAILABLE-FOR-SALE, CONTINUED
     At  December  31,  2003,  securities with a carrying value of approximately
     $80,000  were  pledged  to secure public deposits. There were no securities
     pledged  to  secure  public  deposits  at  December  31,  2002.

     For  the  year  ended  December 31, 2003, proceeds from sales of investment
     securities  available-for-sale  totaled  $4,011,338. The Company recognized
     gross  gains  of  $4,816 on those sales during 2003. There were no sales of
     investment  securities  available-for-sale  during  2002.

(3)  LOANS
     Major classifications of loans at December 31, 2003 and 2002 are summarized
     as  follows:

                                                2003         2002
                                             -----------  ----------
<S>                                          <C>          <C>
     Commercial, financial and agricultural  $ 7,213,085   3,291,198
     Real estate - mortgage                   19,222,273   9,502,281
     Real estate - construction               10,671,023   7,707,582
     Consumer                                 10,057,101   5,473,243
                                             -----------  ----------
         Total loans                          47,163,482  25,974,304
     Less allowance for loan losses              565,962     257,589
                                             -----------  ----------
         Loans, net                          $46,597,520  25,716,715
                                             ===========  ==========
</TABLE>

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

     During  2003  and  2002,  the  Bank  provided  $341,305 and $259,744 to the
     allowance  for  loan  losses, respectively, for potential problem loans and
     recognized  charge-offs  of $40,384 and $2,155 and recoveries of $7,452 and
     $0,  respectively.

(4)  PREMISES  AND  EQUIPMENT
     Major  classifications  of  premises and equipment at December 31, 2003 and
     2002  are  summarized  as  follows:

<TABLE>
<CAPTION>
                                       2003     2002
                                     --------  -------
<S>                                  <C>       <C>
     Land and land improvements      $341,569  341,569
     Furniture and equipment          423,593  395,064
     Leasehold improvements            18,445   18,444
     Construction in process          154,882    6,506
                                     --------  -------
                                      938,489  761,583
     Less: Accumulated depreciation   224,238   97,490
                                     --------  -------
                                     $714,251  664,093
                                     ========  =======
</TABLE>

     Depreciation  expense  amounted  to $126,748 and $82,561 for 2003 and 2002,
     respectively.


                                       26
<PAGE>
<TABLE>
<CAPTION>
                    NBOG BANCORPORATION, INC. AND SUBSIDIARY

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

(5)  DEPOSITS
     Maturities of time deposits at December 31, 2003 are as follows:

     Maturing in:
<S>                <C>
       2004        $26,748,533
       2005         12,851,647
       2006            212,283
       2007          1,177,725
       2008            229,786
                   -----------
         Total     $41,219,974
                   ===========
</TABLE>

(6)  INCOME  TAXES
     The  components  of  the income tax benefit for the year ended December 31,
     2003  are  as  follows:

<TABLE>
<CAPTION>
<S>                                 <C>
     Deferred expense               $   7,405
     Change in valuation allowance   (657,162)
                                    ----------

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

     The  difference  between  income  tax  expense  and  the amount computed by
     applying  the  statutory  federal  income  tax  rate to the earnings before
     income  taxes for the year ended December 31, 2003 relates primarily to the
     change in the valuation allowance. No income tax benefit was recognized for
     the year ended December 31, 2002 due to the valuation allowance relating to
     the  net  deferred  tax  asset.

     The  following  summarizes the components of deferred taxes at December 31,
     2003  and  2002:

<TABLE>
<CAPTION>
                                                            2003      2002
                                                          --------  ---------
<S>                                                       <C>       <C>
       Deferred income tax assets:
         Allowance for loan losses                        $203,651   108,161
         Pre-opening expenses                              162,367   205,392
         Premises and equipment                             14,028     8,824
         Operating loss carryforwards                      267,866   334,785
         Net unrealized losses on investments securities
           available-for-sale                                2,019         -
         Other                                               1,845         -
                                                          --------  ---------

           Total gross deferred income tax assets          651,776   657,162
         Less valuation allowance                                -  (657,162)
                                                          --------  ---------

           Net deferred tax asset                         $651,776         -
                                                          ========  =========
</TABLE>

     The  future  tax  consequences  of  the  differences  between the financial
     reporting and tax basis of the Company's assets and liabilities resulted in
     a  net  deferred tax asset. The ultimate realization of deferred tax assets
     is  dependent  upon  the  generation  of  future  taxable income during the
     periods  in  which  those  temporary  differences  become deductible. As of
     December  31,  2003,  based  upon the projections for future taxable income
     over  the  periods which the deferred tax assets are deductible, management
     believes  it  is more likely than not that the benefits of these deductible
     differences  will  be  realized;  and  therefore  management  reversed  the
     valuation  allowance  against  this  asset.

     At  December 31, 2003, the Company had federal and state net operating loss
     carryforwards for tax purposes of approximately $779,000, which will expire
     beginning  in  2017  if  not  previously  utilized.


                                       27
<PAGE>
<TABLE>
<CAPTION>
                    NBOG BANCORPORATION, INC. AND SUBSIDIARY

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

(7)  BORROWINGS
     The  Bank  had  lines  of  credit  available  at December 31, 2003 and 2002
     totaling $3,900,000 with its correspondent banks, which represent available
     credit  for  overnight  borrowings from financial institutions. No balances
     were  outstanding  as  of  December  31,  2003  and  2002.

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

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

     The following summarizes commitments as of December 31, 2003 and 2002:

                                               Approximate
                                             Contract Amount
                                             ----------------
                                               2003       2002
                                           ----------  ---------
<S>                                        <C>         <C>
     Financial instruments whose contract
      amounts represent credit risk:
        Commitments to extend credit       $4,310,000  5,155,000
        Standby letters of credit          $  242,000     30,000
</TABLE>

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

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

     During  2003,  the  Bank entered into a contract with an architectural firm
     and a construction firm for services related to the design and construction
     of  a  new  main office facility. Commitments remaining under this contract
     amounted  to  approximately  $1,020,000  at  December  31,  2003.

(9)  SHAREHOLDERS'  EQUITY
     Shares  of  preferred  stock may be issued from time to time in one or more
     series  as  established  by  resolution  of  the  Board of Directors of the
     Company,  up  to  a  maximum  of  10,000,000  shares. Each resolution shall
     include  the  number  of  shares  issued,  preferences,  special rights and
     limitations  as  determined  by  the  Board.

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


                                       28
<PAGE>
<TABLE>
<CAPTION>
                    NBOG BANCORPORATION, INC. AND SUBSIDIARY

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

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

     The following summary reflects activities for related party loans for 2003:

<S>                                                      <C>
       Related party loan balances at beginning of year  $ 432,596
       New loans                                           143,425
       Principal repayments                               (380,561)
                                                         ----------

       Related party loan balances at end of year        $ 195,460
                                                         ==========
</TABLE>

     As  of  December  31,  2003  and 2002, deposit accounts for related parties
     totaled  approximately  $218,000  and  $302,000,  respectively.

(11) EMPLOYEE  AND  DIRECTOR  BENEFIT  PLANS
     Stock  Option  Plan  and  Warrants
     ----------------------------------
     Members  of  the  Board of Directors are entitled to receive, in aggregate,
     199,736  stock  warrants.  Each warrant entitles its holder to purchase, at
     any  time  within  ten years from the date the Bank opened for business, an
     additional  share  of the Company's common stock for $10.00. These warrants
     vest  at a rate of 33% annually on each anniversary of the Bank opening, so
     long  as  the director has served continuously as a director of the Company
     from  opening  date  until  the  particular  anniversary and has attended a
     minimum  of  75%  of  the  Board's  meetings.  In  the event of a change in
     control,  the  above  warrants  will  vest  immediately.

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

     A  summary  of  activity  related  to  the  Option Plan, for the year ended
     December  31,  2003  is  presented  below:

<TABLE>
<CAPTION>
                                                     2003
                                             -----------------------
                                                      Weighted Avg.
                                             Shares  Exercise Price
                                             ------  ---------------
<S>                                          <C>     <C>
         Outstanding, beginning of the year       -  $             -
         Granted during the year             82,000            10.00
                                             ------

         Outstanding, end of the year        82,000  $         10.00
                                             ======  ===============

         Exercisable at year-end                  -  $         10.00
                                             ======  ===============
</TABLE>

The  fair  value  of  each  option  is  estimated on the date of grant using the
Minimum Value pricing model with the following assumptions: no dividend yield, a
risk  free  interest  rate  of 3.85% for 2003, and an expected life of 10 years.
The  weighted  average  fair  value  of  options  granted during 2003 was $3.10.
Options  have weighted average remaining contractual lives of approximately nine
years  as  of  December  31,  2003.


                                       29
<PAGE>
                    NBOG BANCORPORATION, INC. AND SUBSIDIARY

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

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

     Quantitative  measures established by regulation to ensure capital adequacy
     require  the  Company  and  the Bank to maintain minimum amounts and ratios
     (set  forth  in  the  following  table)  of  Total  and  Tier  1 Capital to
     risk-weighted  assets,  and of Tier 1 Capital to average assets. Management
     believes,  as  of  December 31, 2003 and 2002, the Company and the Bank met
     all  capital  adequacy  requirements  to  which  they  are  subject.

     As  of  December  31,  2003,  the most recent notification from the Federal
     Deposit  Insurance  Corporation  categorized  the  Bank as well capitalized
     under  the  regulatory  framework  for  prompt  corrective  action.  To  be
     categorized  as  well  capitalized  the  Bank  must  maintain minimum total
     risk-based,  Tier  1  risk-based and Tier 1 leverage ratios as set forth in
     the  table.  Additionally,  under  an  agreement  with  the  Office  of the
     Comptroller  of  the  Currency,  the  Bank is required to maintain a Tier I
     capital to average asset ratio of no less than 8% for the first three years
     of  operations. The actual capital amounts and ratios for the Bank are also
     presented  in  the  table.  Disclosures  related  to  the Company have been
     excluded  as they did not significantly deviate from the disclosure herein.

<TABLE>
<CAPTION>
                                                                          TO BE WELL
                                                                       CAPITALIZED UNDER
                                                       FOR CAPITAL     PROMPT CORRECTIVE
                                        ACTUAL      ADEQUACY PURPOSES  ACTION PROVISIONS
                                 -----------------  -----------------  -----------------
                                   AMOUNT    RATIO    AMOUNT   RATIO     AMOUNT   RATIO
                                   -------  -------  -------  ------    -------  ------
<S>                                <C>      <C>      <C>      <C>       <C>      <C>
                                                 (DOLLARS IN THOUSANDS)
     AS OF DECEMBER 31, 2003:
      Total Capital                $ 7,032    16.0%   $ 3,527      8%    $ 4,409     10%
        (to Risk Weighted Assets)
      Tier 1 Capital               $ 6,481    14.7%   $ 1,763      4%    $ 2,646      6%
        (to Risk Weighted Assets)
      Tier 1 Capital               $ 6,481    12.4%   $ 2,086      4%    $ 2,608      5%
        (to Average Assets)
     AS OF DECEMBER 31, 2002:
      Total Capital                $ 4,828    17.0%   $ 2,245      8%    $ 2,806     10%
        (to Risk Weighted Assets)
      Tier 1 Capital               $ 4,570    16.0%   $ 1,123      4%    $ 1,684      6%
        (to Risk Weighted Assets)
      Tier 1 Capital               $ 4,570    11.0%   $ 1,703      4%    $ 2,129      5%
        (to Average Assets)
</TABLE>

(13) OTHER  OPERATING  EXPENSES
     Components  of  other  operating  expenses  which  are  greater  than 1% of
     interest income and other operating income for the years ended December 31,
     2003  and  2002  are  as  follows:

                                       2003       2002
                                       ----       ----

     Data processing fees          $   83,606     58,516
     Advertising                   $   67,996     92,169
     Insurance                     $   63,597     13,168
     Office supplies               $   43,847     42,546


                                       30
<PAGE>
<TABLE>
<CAPTION>
                               NBOG BANCORPORATION, INC. AND SUBSIDIARY

                         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

(14) NBOG BANCORPORATION, INC. (PARENT COMPANY ONLY) FINANCIAL INFORMATION

                                            Balance Sheets

                                      December 31, 2003 and 2002


                                                                               2003           2002
                                                                          ---------------  -----------
<S>                                                                       <C>              <C>
                                     Assets
                                     ------
Cash and interest-bearing deposits                                        $      270,020       37,675
Investment in subsidiary                                                       6,206,907    4,633,154
                                                                          ---------------  -----------

                                                                          $    6,476,927    4,670,829
                                                                          ===============  ===========

                                    Shareholders' Equity
                                    --------------------

Shareholders' equity                                                      $    6,476,927    4,670,829
                                                                          ===============  ===========


                                Statements of Operations

                     For the Years Ended December 31, 2003 and 2002
                                                                               2003           2002
                                                                          ---------------  -----------

Interest income                                                           $          218       52,515
                                                                          ---------------  -----------

Expenses:
  Salaries and benefits                                                                -       27,587
  Other operating                                                                 46,498       31,377
                                                                          ---------------  -----------

      Total expenses                                                              46,498       58,964
                                                                          ---------------  -----------

      Loss before equity in undistributed earnings (loss) of subsidiary          (46,280)      (6,449)

Equity in undistributed earnings (loss) of subsidiary                          1,025,727   (1,134,377)
                                                                          ---------------  -----------

      Net earnings (loss)                                                 $      979,447   (1,140,826)
                                                                          ===============  ===========
</TABLE>


                                       31
<PAGE>
<TABLE>
<CAPTION>
                    NBOG BANCORPORATION, INC. AND SUBSIDIARY

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

(14) NBOG  BANCORPORATION,  INC.  (PARENT  COMPANY  ONLY) FINANCIAL INFORMATION,
     CONTINUED

                                          Statements of Cash Flows

                               For the Years Ended December 31, 2003 and 2002


                                                                                2003          2002
                                                                            -------------  -----------
<S>                                                                         <C>            <C>
     Cash flows from operating activities:
       Net earnings (loss)                                                  $    979,447   (1,140,826)
       Adjustments to reconcile net earnings (loss) to net
         cash (used) provided by operating activities:
           Equity in undistributed (earnings) loss of subsidiary              (1,025,727)   1,134,377
           Change in other                                                             -       18,504
                                                                            -------------  -----------

               Net cash (used) provided by operating activities                  (46,280)      12,055
                                                                            -------------  -----------

     Cash flows used by investing activities consisting of
         capital infusion into subsidiary                                       (615,001)  (5,439,539)
                                                                            -------------  -----------
                                                                                                    -
     Cash flows from financing activities:
     Change in line of credit                                                          -   (1,082,140)
     Proceeds from sale of common stock                                          911,681    6,556,220
     Payments of deferred offering costs                                         (18,055)      (8,921)
                                                                            -------------  -----------

               Net cash provided by financing activities                         893,626    5,465,159
                                                                            -------------  -----------

     Net change in cash                                                          232,345       37,675

     Cash at beginning of year                                                    37,675            -
                                                                            -------------  -----------

     Cash at end of year                                                    $    270,020       37,675
                                                                            =============  ===========

     Supplemental disclosures of cash flow information:
       Cash paid during the year for interest                               $          -        1,000
                                                                            =============  ===========

     Supplemental schedule of noncash financing and investing activities:
       Change in net unrealized (loss) gain on securities
         available-for-sale of subsidiary                                   $    (66,975)      63,055
                                                                            =============  ===========
       Transfer of premises and equipment to Bank                           $          -      264,937
                                                                            =============  ===========
</TABLE>


                                       32
<PAGE>