UNITED STATES

SECURITIES AND EXCHANGECOMMISSION

Washington, D.C. 20549

Form 10-KSB

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| [X]         | Annual  Report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for  the fiscal year ended December 31, 2005 |
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| [  ]   | Transition  Report under Section 13 or 15(d) of the Securities Exchange Act of 1934                                          |
|             | For the transition  period from _______ to _______                                                                           |
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|             | Commission File No.  000-25851                                                                                               |
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|             | UNITY HOLDINGS, INC                                                                                                          |
|             | (Name of Small  Business Issuer in Its Charter)                                                                              |
|             |                                                                                                                              |  |  |  |
|             | Georgia                                                                                                                      |  |  | 58-2350609 |
|             | (State  or Other Jurisdiction of Incorporation or Organization)                                                              |  |  | (I.R.S.  Employer Identification No.) |
|             |                                                                                                                              |  |  |  |
|             | 950  Joe Frank Harris Pkwy, S.E.                                                                                             |  |  | 30121 |
|             | Cartersville, Georgia                                                                                                        |  |  | (Zip Code) |
|             |                                                                                                                              |  |  |  |
|             |  (770) 606-0555                                                                                                         |
|             | Issuer's Telephone  Number, Including Area Code                                                                              |
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|             | Securities  registered pursuant to Section 12(b) of the Act:  None.                                                     |
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|             | Securities  registered pursuant to Section 12(g) of the Act:  Common Stock, $.01 par  value                             |
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Check whether the issuer (1) filed all reportsrequired to be filed by Section 13 or 15(d) of the Exchange Act during the past12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for past 90days.

Yes    [X]                  No [  ]

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

Indicateby checkmark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).

Yes    [  ]              No [X]

The issuer's revenue for its most recent fiscalyear was $15,731,244.  As of March 31, 2005, 1,015,310 shares of Common Stockwere issued and outstanding.

The aggregate market value of the voting andnon-voting Common Stock held by non-affiliates of the Company was $26,398,060. This calculation is based upon an estimate of the fair market value of theCommon Stock by the Company's Board of Directors of $26 per share on thatdate.  There is not an active trading market for the Common Stock and it is notpossible to identify precisely the market value of the Common Stock.

TransitionalSmall Business Disclosure Format.  (Check one): Yes     [  ]              No [X]

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DOCUMENTS INCORPORATEDBY REFERENCE

Portions of the information required by Part IIIof this Annual Report are incorporated by reference from the Registrant's 2005Annual Report to Shareholders and definitive Proxy Statement to be filed withthe Securities and Exchange Commission pursuant to Regulation 14A not laterthan 120 days after the end of the fiscal year covered by this Annual Report.

UNITY HOLDINGS, INC.

ANNUAL REPORT ON FORM10-KSB

FOR THE FISCAL YEARENDED DECEMBER 31, 2005

| Item         |                                                                                                                    | Page   |
|--------------|--------------------------------------------------------------------------------------------------------------------|--------|
| Number       |                                                                                                                    | Number |
| **PART I**   |
|              |                                                                                                                    |        |
| 1.           | Description of Business                                                                                            | 3      |
| 2.           | Description of Property                                                                                            | 13     |
| 3.           | Legal Proceedings                                                                                                  | 13     |
| 4.           | Submission of Matters to a Vote of  Security Holders                                                               | 13     |
|              |                                                                                                                    |        |
| **PART II**  |
|              |                                                                                                                    |        |
| 5.           | Market for Common  Equity and Related  Security Holder Matters                                                | 13     |
| 6.           | Management's Discussion and Analysis                                                                               |        |
|              | or  Plan of Operations                                                                                             | 14     |
| 7.           | Financial Statements                                                                                               | 14     |
| 8.           | Changes in and Disagreements with  Accountants on Accounting                                                       |        |
|              | and  Financial Disclosure                                                                                          | 14     |
| 8A.          | Controls  and Procedures                                                                                           | 15     |
| 8B.          | Other  Information                                                                                                 | 15     |
|              |                                                                                                                    |        |
| **PART III** |
|              |                                                                                                                    |        |
| 9.           | Directors and Executive Officers,  Promoters and Control Persons; Compliance with Section 16a of the Exchange  Act | 15     |
| 10.          | Executive Compensation                                                                                             | 15     |
| 11.          | Security Ownership of Certain  Beneficial Owners and Management and Related Stockholder Matters                    | 15     |
| 12.          | Certain Relationships and Related  Transactions                                                                    | 16     |
|              |                                                                                                                    |        |
| **PART IV**  |
|              |                                                                                                                    |        |
| 13.          | Exhibits                                                                                                           | 16     |
| 14.          | Principal Accountant Fees and Services

Signatures                                                                 | 17     |

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**Item1.  Description of Business****.**

**General**

Unity Holdings, Inc. was incorporated in Georgiaon October 8, 1997 as a bank holding company to own and control all of thecapital stock of Unity National Bank.  Organizing activities for the Companybegan during the summer of 1997, consisting primarily of preparation and filingof a registration statement for sale of the Company's stock, preparation andfiling of the Bank's charter application, acquisition of physical facilities,and hiring of staff.  On November 30, 1998, the Federal Deposit InsuranceCorporation approved the Bank's application for deposit insurance, and onFebruary 11, 1998, the Office of the Comptroller of the Currency approved theBank's charter application.  The Board of Governors of the Federal Reserveapproved the Company to be a bank holding company on November 30, 1998.  TheBank has two locations in Cartersville and locations in Adairsville and RomeGeorgia. The Bank also operates a limited service facility in Calhoun Georgia,which will be replaced with a full service office in 2006.

**MarketingFocus**

Most of the banks in the Bartow and FloydCounties area are now local branches of large regional banks. Although sizegives the larger banks certain advantages in competing for business from largecorporations, including higher lending limits and the ability to offer servicesin other areas of Georgia and the Bartow and Floyd Counties area, the Companybelieves opportunities exist in the small business and consumer arenas.  TheBank advertises to emphasize the Company's local ownership, community banknature, and ability to provide more personalized service than its competition. 

**Deposits**

The Bank offers a full range of deposit servicesthat are typically available in most banks and savings and loan associations,including checking accounts, commercial accounts, NOW accounts, savingsaccounts, and other time deposits of various types, ranging from daily moneymarket accounts to longer-term certificates of deposit.  The transactionaccounts and time certificates are tailored to the Bank's principal market areaat rates competitive to those offered in the Bartow County area.  In addition,the Bank offers certain retirement account services, such as IndividualRetirement Accounts (IRAs).  The Bank solicits these accounts from individuals,businesses, associations and organizations, and governmental authorities. 

** **

**LendingActivities**

*General.*  The Bank emphasizes a range of lendingservices, including real estate, commercial and consumer loans, to individualsand small-to-medium-sized businesses and professional concerns that are locatedin or conduct a substantial portion of their business in the Bank's marketarea. 

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*Real Estate Loans.*  One of the primarycomponents of the Bank's loan portfolio is loans secured by first or secondmortgages on real estate.  These loans generally consist of commercial realestate loans, construction and development loans, and residential real estateloans (but exclude home equity loans, which are classified as consumer loans). Loan terms generally are limited to five years or less, although payments maybe structured on a longer amortization basis.  Interest rates may be fixed oradjustable, and will more likely be fixed in the case of shorter term loans. The Bank will generally charge an origination fee.  Management attempts toreduce credit risk in the commercial real estate portfolio by emphasizing loanson owner-occupied office and retail buildings where the loan-to-value ratio,established by independent appraisals, does not exceed 80%.  In addition, theBank will typically require personal guarantees of the principal owners of theproperty backed with a review by the Bank of the personal financial statementsof the principal owners.  The principal economic risk associated with eachcategory of anticipated loans, including real estate loans, is thecreditworthiness of the Bank's borrowers.  The risks associated with realestate loans vary with many economic factors, including employment levels andfluctuations in the value of real estate.  The Bank competes for real estateloans with a number of bank competitors which are well established in theBartow and Floyd Counties area.  Most of these competitors have substantiallygreater resources and lending limits than the Bank.  As a result, the Bank mayhave to charge lower interest rates to attract borrowers.  See "Competition"below.  The Bank also originates and acts as a party in loan participations.   TheBank intends to limit interest rate risk and credit risk on these loans bylocking the interest rate for each loan with the secondary investor andreceiving the investor's underwriting approval prior to originating the loan. 

*Commercial Loans. *The Bank makes loans forcommercial purposes in various lines of businesses.  Equipment loans aretypically made for a term of five years or less at fixed or variable rates,with the loan fully amortized over the term and secured by the financedequipment and with a loan-to-value ratio of 80% or less.  Working capital loanstypically have terms not exceeding one year and usually are secured by accountsreceivable, inventory, or personal guarantees of the principals of the business. For loans secured by accounts receivable or inventory, principal will typicallybe repaid as the assets securing the loan are converted into cash, and in othercases principal will typically be due at maturity.  The principal economic riskassociated with each category of anticipated loans, including commercial loans,is the creditworthiness of the Bank's borrowers.  The risks associated withcommercial loans vary with many economic factors, including the economy in theBartow and Floyd Counties areas.  The well-established banks in the Bartow andFloyd Counties area will make proportionately more loans to medium- tolarge-sized businesses than the Bank.  Many of the Bank's anticipatedcommercial loans will likely be made to small- to medium-sized businesses whichmay be less able to withstand competitive, economic, and financial conditionsthan larger borrowers. Commercial loans are generally considered to havegreater risk than first or second mortgages on real estate. 

*Consumer Loans.* The Bank makes avariety of loans to individuals for personal and household purposes, includingsecured and unsecured installment and term loans, home equity loans and linesof credit, and revolving lines of credit such as credit cards.  These loanstypically carry balances of less than $25,000 and, in the case of non-revolvingloans, are amortized over a period not exceeding 60 months or are ninety-dayterm loans, in each case bearing interest at a fixed rate. The revolving loanstypically bear interest at a fixed rate and require monthly payments ofinterest and a portion of the principal balance.  The underwriting criteria forhome equity loans and lines of credit generally is the same as applied by theBank when making a first mortgage loan, as described above, and home equitylines of credit typically expire ten years or less after origination.  As withthe other categories of loans, the principal economic risk associated withconsumer loans is the creditworthiness of the Bank's borrowers, and theprincipal competitors for consumer loans are the established banks in theBartow and Floyd Counties area.  Consumer loans are generally considered tohave greater risk than first or second mortgages on real estate. 

*Loan Approval and Review.* The Bank's loanapproval policies provide for various levels of officer lending authority. When the amount of aggregate loans to a single borrower exceeds that individualofficer's lending authority, the loan request is considered and approved by anofficer with a higher lending limit or the loan committee.  The Bank will notmake any loans to any director, officer, or employee of the Bank unless theloan is approved by the board of directors of the Bank and is made on terms notmore favorable to such person than would be available to a person notaffiliated with the Bank.  The Bank currently intends to adhere to FederalNational Mortgage Association ("FNMA") and Federal Home Loan MortgageCorporation ("FHLMC") guidelines in its mortgage loan review process, but maychoose to alter this policy in the future.  The Bank does not currently sellits mortgage loans on the secondary market, but may choose to do so in thefuture. 

*Lending Limits.* The Bank's lendingactivities are subject to a variety of lending limits imposed by federal law. While differing limits apply in certain circumstances based on the type of loanor the nature of the borrower (including the borrower's relationship to theBank), in general the Bank is subject to a loan-to-one-borrower limit.  Theselimits will increase or decrease as the Bank's capital increases or decreases. Unless the Bank is able to sell participations in its loans to other financialinstitutions, the Bank will not be able to meet all of the lending needs ofloan customers requiring aggregate extensions of credit above these limits. 

**Other Banking Services**

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Other bank services include cash managementservices, safe deposit boxes, travelers checks, direct deposit of payroll andsocial security checks, and automatic drafts for various accounts.  The Bank isassociated with a shared network of automated teller machines that may be usedby Bank customers throughout Georgia and other regions.  The Bank also offersMasterCard and VISA credit card services through a correspondent bank as anagent for the Bank.  The bank has a well designed website that allows sometransactional activity and bill payment services.  The Bank does not plan toexercise trust powers. 

**Competition**

The banking business is highly competitive.  TheBank competes as a financial intermediary with other commercial banks, savingsand loan associations, credit unions and money market mutual funds operating inBartow County and elsewhere.  There are currently 17 banking institutions(excluding credit unions) operating 64 offices in the combinedBartow\Floyd\Gordon county market.  These institutions hold approximately $2.9billion in deposits; the Bank currently holds the 7th largestposition in the market for these deposits.  A number of these competitors arewell established in the Bartow and Floyd Counties areas.  Most of them havesubstantially greater resources and lending limits and may have a lower cost offunds than the Bank.  These banks offer certain services, such as extensive andestablished branch networks and trust services, which the Bank does notcurrently provide.  As a result of these competitive factors, the Bank may haveto pay higher rates of interest in order to attract deposits. 

**Employees**

As of December 31, 2005, the Bank had 63full-time employees and 7 part-time employees.

**SUPERVISION ANDREGULATION**

The Company and the Bank are subject to stateand federal banking laws and regulations which impose specific requirements orrestrictions on, and provide for general regulatory oversight with respect to,virtually all aspects of operations.  These laws and regulations are generallyintended to protect depositors, not shareholders.  To the extent that thefollowing summary describes statutory or regulatory provisions, it is qualifiedin its entirety by reference to the particular statutory and regulatoryprovisions.  Any change in applicable laws or regulations may have a materialeffect on the business and prospects of the Company.  Beginning with theenactment of the Financial Institutions Reform, Recovery and Enforcement Act of1989 ("FIRREA") and following with the Federal Deposit Insurance CorporationImprovement Act of 1991 ("FDICIA"), numerous additional regulatory requirementshave been placed on the banking industry in the past five years, and additionalchanges have been proposed.  The banking industry is also likely to changesignificantly as a result of the passage of the Riegle-Neal Interstate Bankingand Branching Efficiency Act of 1994 (the "Interstate Banking Act").  Theoperations of the Company and the Bank may be affected by legislative changesand the policies of various regulatory authorities.  The Company is unable topredict the nature or the extent of the effect on its business and earningsthat fiscal or monetary policies, economic control or new federal or statelegislation may have in the future. 

** **

**TheCompany**

Because it owns the outstanding common stock ofthe Bank, the Company is a bank holding company within the meaning of thefederal Bank Holding Company Act of 1956 (the "BHCA"). Under the BHCA, theCompany is subject to periodic examination by the Federal Reserve and isrequired to file periodic reports of its operations and such additionalinformation as the Federal Reserve may require.  The Company's and the Bank'sactivities are limited to banking, managing or controlling banks, furnishingservices to or performing services for its subsidiaries or engaging in anyother activity that the Federal Reserve determines to be so closely related tobanking or managing or controlling banks as to be a proper incident thereto. 

*Investments, Control and Activities.* With certain limitedexceptions, the BHCA requires every bank holding company to obtain the priorapproval of the Federal Reserve before (i) acquiring substantially all theassets of any bank, (ii) acquiring direct or indirect ownership or control ofany voting shares of any bank if after such acquisition it would own or controlmore than 5% of the voting shares of such bank (unless it already owns orcontrols the majority of such shares), or (iii) merging or consolidating withanother bank holding company. 

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In addition, and subject to certain exceptions,the BHCA and the Change in Bank Control Act, together with regulationsthereunder, require Federal Reserve approval (or, depending on the circumstances,no notice of disapproval) prior to any person or company acquiring "control" ofa bank holding company, such as the Company.  Control is conclusively presumedto exist if an individual or company acquires 25% or more of any class ofvoting securities of the bank holding company.  Control is rebuttably presumedto exist if a person acquires 10% or more but less than 25% of any class ofvoting securities and either the Company has registered securities underSection 12 of the Exchange Act or no other person will own a greater percentageof that class of voting securities immediately after the transaction.  Theregulations provide a procedure for challenge of the rebuttable controlpresumption. 

Under the BHCA, the Company is generallyprohibited from engaging in, or acquiring direct or indirect control of morethan 5% of the voting shares of any company engaged in, nonbanking activities,unless the Federal Reserve, by order or regulation, has found those activitiesto be so closely related to banking or managing or controlling banks as to be aproper incident thereto.  Some of the activities that the Federal Reserve hasdetermined by regulation to be proper incidents to the business of bankinginclude making or servicing loans and certain types of leases, engaging incertain insurance and discount brokerage activities, performing certain dataprocessing services, acting in certain circumstances as a fiduciary orinvestment or financial advisor, owning savings associations and makinginvestments in certain corporations or projects designed primarily to promotecommunity welfare. 

*Source of Strength; Cross-Guarantee.* In accordance withFederal Reserve policy, the Company is expected to act as a source of financialstrength to the Bank and to commit resources to support the Bank incircumstances in which the Company might not otherwise do so.  Under the BHCA,the Federal Reserve may require a bank holding company to terminate anyactivity or relinquish control of a nonbank subsidiary (other than a nonbanksubsidiary of a bank) upon the Federal Reserve's determination that suchactivity or control constitutes a serious risk to the financial soundness orstability of any subsidiary depository institution of the bank holdingcompany.  Further, federal bank regulatory authorities have additionaldiscretion to require a bank holding company to divest itself of any bank ornonbank subsidiary if the agency determines that divestiture may aid thedepository institution's financial condition.  The Bank may be required toindemnify, or cross-guarantee, the FDIC against losses it incurs with respectto any other bank controlled by the Company, which in effect makes theCompany's equity investments in healthy bank subsidiaries available to the FDICto assist any failing or failed bank subsidiary of the Company. 

**The Bank**

*General.*  The Bank operates as a national bankingassociation incorporated under the laws of the United States and is subject toexamination by the Office of the Comptroller of the Currency (the "OCC"). Deposits in the Bank are insured by the Federal Deposit Insurance Corporation(the "FDIC") up to a maximum amount (generally $100,000 per depositor, subjectto aggregation rules). The OCC and the FDIC regulate or monitor all areas ofthe Bank's operations, including security devices and procedures, adequacy ofcapitalization and loss reserves, loans, investments, borrowings, deposits,mergers, issuances of securities, payment of dividends, interest rates payableon deposits, interest rates or fees chargeable on loans, establishment ofbranches, corporate reorganizations, maintenance of books and records andadequacy of staff training to carry on safe lending and deposit gatheringpractices.  The OCC requires the Bank to maintain certain capital ratios andimposes limitations on the Bank's aggregate investment in real estate, bankpremises and furniture and fixtures.  The Bank is currently required by the OCCto prepare quarterly reports on the Bank's financial condition and to conductan annual audit of its financial affairs in compliance with minimum standardsand procedures prescribed by the OCC. 

Under FDICIA, all insured institutions mustundergo periodic on-site examination by their appropriate banking agency.  Thecost of examinations of insured depository institutions and any affiliates maybe assessed by the appropriate agency against each institution or affiliate asit deems necessary or appropriate.  Insured institutions are required to submitannual reports to the FDIC and the appropriate agency (and state supervisorwhen applicable).  FDICIA also directs the FDIC to develop with otherappropriate agencies a method for insured depository institutions to providesupplemental disclosure of the estimated fair market value of assets andliabilities, to the extent feasible and practicable, in any balance sheet,financial statement, report of condition or other report of any insureddepository institution.  FDICIA also requires the federal banking regulatoryagencies to prescribe, by regulation, standards for all insured depositoryinstitutions and depository institution holding companies relating, among otherthings, to: (i) internal controls, information systems and audit systems; (ii)loan documentation; (iii) credit underwriting; (iv) interest rate riskexposure; and (v) asset quality. 

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*Transactions with Affiliates and Insiders.* The Bank is subject toSection 23A of the Federal Reserve Act, which places limits on the amount ofloans or extensions of credit to, or investments in, or certain othertransactions with, affiliates and on the amount of advances to third partiescollateralized by the securities or obligations of affiliates.  In addition,most of these loans and certain other transactions must be secured inprescribed amounts.  The Bank is also subject to Section 23B of the FederalReserve Act which, among other things, prohibits an institution from engagingin certain transactions with certain affiliates unless the transactions are onterms substantially the same, or at least as favorable to such institution orits subsidiaries, as those prevailing at the time for comparable transactionswith non-affiliated companies.  The Bank is subject to certain restrictions onextensions of credit to executive officers, directors, certain principal shareholdersand their related interests.  Such extensions of credit (i) must be made onsubstantially the same terms, including interest rates and collateral, as thoseprevailing at the time for comparable transactions with third parties and (ii)must not involve more than the normal risk of repayment or present otherunfavorable features. 

*Community Reinvestment Act.*  The CommunityReinvestment Act requires that each insured depository institution shall beevaluated by its primary federal regulator with respect to its record inmeeting the credit needs of its local community, including low and moderateincome neighborhoods, consistent with the safe and sound operation of thoseinstitutions.  These factors are also considered in evaluating mergers, acquisitionsand applications to open a branch or facility.

**The Gramm-Leach-Bliley Act of 1999**

The Gramm-Leach-Bliley Act (the "GLB Act")dramatically increases the ability of eligible banking organizations toaffiliate with insurance, securities, and other financial firms and insureddepository institutions.  The GLB Act permits eligible banking organizations toengage in activities and to affiliate with nonbank firms engaged in activitiesthat are financial in nature or incidental to such financial activities, andalso includes some additional activities that are complementary to suchfinancial activities.  

The definition of activities that are financialin nature is handled by the GLB Act in two ways.  First, there is a laundrylist of activities that are designated as financial in nature.  Second, theauthorization of new activities as financial in nature or incidental to afinancial activity requires a consultative process between the Federal ReserveBoard and the Secretary of the Treasury with each having the authority to vetoproposals of the other.  The Federal Reserve Board has the discretion todetermine what activities are complementary to financial activities.

The precise scope of the authority to engage inthese new financial activities, however, depends on the type of bankingorganization, whether it is a holding company, a subsidiary of a national bank,or a national bank's direct conduct.  The GLB Act repealed two sections of theGlass-Stegall Act, Sections 20 and 32, which restricted affiliations betweensecurities firms and banks.  The GLB Act authorizes two types of bankingorganizations to engage in expanded securities activities.  The GLB Actauthorizes a new type of bank holding company called a financial holdingcompany to have a subsidiary company that engages in securities underwritingand dealing without limitation as to the types of securities involved.  The GLBAct also permits a national bank to control a financial subsidiary that canengage in many of the expanded securities activities permitted for financialholding companies.  However, additional restrictions apply to national bankfinancial subsidiaries.  

Since the Bank Holding Company Act of 1956, andits subsequent amendments, federal law has limited the types of activities thatare permitted for a bank holding company, and it is has also limited the typesof companies that a bank holding company can control.  The GLB Act retains thebank holding company regulatory framework, but adds a new provision thatauthorizes enlarged authority for the new financial holding company form oforganization to engage in any activity of a financial nature or incidentalthereto.  A new Section 4(k) of the Bank Holding Company Act provides that afinancial holding company may engage in any activity, and may acquire andretain shares of any company engaged in any activity, that the Federal ReserveBoard in coordination with the Secretary of the Treasury determines byregulation or order to be financial in nature or incidental to such financialactivities, or is complementary to financial activities.  

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The GLB Act also amends the Bank Holding CompanyAct to prescribe eligibility criteria for financial holding companies, definesthe scope of activities permitted for bank holding companies that do not becomefinancial holding companies, and establishes consequences for financial holdingcompanies that cease to maintain the status needed to qualify as a financialholding company. 

There are three special criteria to qualify forthe enlarged activities and affiliation.  First, all the depositoryinstitutions in the bank holding company organization must bewell-capitalized.  Second, all of the depository institutions of the bankholding company must be well managed.  Third, the bank holding company must havefiled a declaration of intent with the Federal Reserve Board stating that itintends to exercise the expanded authority under the GLB Act and certify to theFederal Reserve Board that the bank holding company's depository institutionsmeet the well-capitalized and well managed criteria.  The GLB Act also requiresthe bank to achieve a rating of satisfactory or better in meeting communitycredit needs at the most recent examination of such institution under theCommunity Reinvestment Act.

Once a bank holding company has filed adeclaration of its intent to be a financial holding company, as long as thereis no action by the Federal Reserve Board giving notice that it is noteligible, the company may proceed to engage in the activities and enter intothe affiliations under the large authority conferred by the GLB Act'samendments to the Bank Holding Company Act.  The holding company does not needprior approval from the Federal Reserve Board to engage in activities that theGLB Act identifies as financial in nature or that the Federal Reserve Board hasdetermined to be financial in nature or incidental thereto by order orregulation.  

The GLB Act retains the basic structure of theBank Holding Company Act.  Thus, a bank holding company that is not eligible forthe expanded powers of a financial holding company is now subject to theamended Section 4(c)(8) of the Bank Holding Company Act which freezes theactivities that are authorized and defined as closely related to bankingactivities.  Under this Section, a bank holding company is not eligible for theexpanded activities permitted under new Section 4(k) and is limited to thosespecific activities previously approved by the Federal Reserve Board.  

The GLB Act also addresses the consequences whena financial holding company that has exercised the expanded authority fails tomaintain its eligibility to be a financial holding company.  The FederalReserve Board may impose such limitations on the conduct or activities of anoncompliant financial holding company or any affiliate of that company as theBoard determines to be appropriate under the circumstances and consistent withthe purposes of the Act.  

The GLB Act is essentially a dramaticliberalization of the restrictions placed on banks, especially bank holdingcompanies, regarding the areas of financial businesses in which they areallowed to compete.

*Other Regulations.*  Interest and certainother charges collected or contracted for by the Bank are subject to stateusury laws and certain federal laws concerning interest rates.  The Bank's loanoperations are also subject to certain federal laws applicable to credittransactions, such as the federal Truth-In-Lending Act governing disclosures ofcredit terms to consumer borrowers, the Home Mortgage Disclosure Act of 1975requiring financial institutions to provide information to enable the publicand public officials to determine whether a financial institution is fulfillingits obligation to help meet the housing needs of the community it serves, theEqual Credit Opportunity Act prohibiting discrimination on the basis of race,creed or other prohibited factors in extending credit, the Fair CreditReporting Act of 1978 governing the use and provision of information to creditreporting agencies, the Fair Debt Collection Act governing the manner in whichconsumer debts may be collected by collection agencies, and the rules andregulations of the various federal agencies charged with the responsibility ofimplementing such federal laws.  The deposit operations of the Bank also aresubject to the Right to Financial Privacy Act, which imposes a duty to maintainconfidentiality of consumer financial records and prescribes procedures forcomplying with administrative subpoenas of financial records, and theElectronic Funds Transfer Act and Regulation E issued by the Federal ReserveBoard to implement that act, which governs automatic deposits to andwithdrawals from deposit accounts and customers' rights and liabilities arisingfrom the use of automated teller machines and other electronic bankingservices. 

**Deposit Insurance**

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Congress passed the Federal Deposit InsuranceReform Act at the beginning of February 2006.  Among other things, this new lawwill merge BIF and SAIF during 2006.  Deposits will remain insured up to amaximum of $100,000 but will be adjusted every five years based on inflation. Retirement accounts will be insured up to $250,000, and a bank that is lessthan adequately capitalized will not be able to accept employee benefitdeposits.  This law also changes the way FDIC insurance assessments and creditsare calculated and authorizes the FDIC to revise its risk-based depositinsurance assessment program.

** **

**Dividends**

The principal source of the Company's cashrevenues comes from dividends and interest income on its investments.  Inaddition, the Company may receive cash revenues from dividends paid by theBank.  The amount of dividends that may be paid by the Bank to the Companydepends on the Bank's earnings and capital position and is limited by federaland state law, regulations and policies.  In addition, the Board of Governorshas stated that bank holding companies should refrain from or limit dividendincreases or reduce or eliminate dividends under circumstances in which thebank holding company fails to meet minimum capital requirements or in which itsearnings are impaired.

As a national bank, the Bank may not paydividends from its paid-in-capital.  All dividends must be paid out ofundivided profits then on hand, after deducting expenses, including reservesfor losses and bad debts.  In addition, a national bank is prohibited fromdeclaring a dividend on its shares of common stock until its surplus equals itsstated capital, unless there has been transferred to surplus no less thanone-tenth of the bank's net profits of the preceding two consecutive half-yearperiods (in the case of an annual dividend).  The approval of the OCC isrequired if the total of all dividends declared by a national bank in anycalendar year exceeds the total of its net profits for that year combined withits retained net profits for the preceding two years, less any requiredtransfers to surplus.  Under FDICIA, the Bank may not pay a dividend if, afterpaying the dividend, the Bank would be undercapitalized.  See "CapitalRegulations" below. 

In addition to the availability of funds fromthe Bank, the future dividend policy of the Company is subject to thediscretion of the Board of Directors and will depend upon a number of factors,including future earnings, financial condition, cash needs and general businessconditions. If dividends should be declared in the future, the amount of suchdividends presently cannot be estimated and it cannot be known whether suchdividends would continue for future periods.

** **

**CapitalRegulations**

The federal bank regulatory authorities haveadopted risk-based capital guidelines for banks and bank holding companies thatare designed to make regulatory capital requirements more sensitive todifferences in risk profile among banks and bank holding companies, account foroff-balance sheet exposure and minimize disincentives for holding liquidassets.  The resulting capital ratios represent qualifying capital as apercentage of total risk-weighted assets and off-balance sheet items.  The guidelinesare minimums, and the federal regulators have noted that banks and bank holdingcompanies contemplating significant expansion programs should not allowexpansion to diminish their capital ratios and should maintain ratios well inexcess of the minimums.  The current guidelines require all bank holdingcompanies and federally-regulated banks to maintain a minimum risk-based totalcapital ratio equal to 8%, of which at least 4% must be Tier 1 capital.  Tier 1capital includes common shareholders' equity, qualifying perpetual preferredstock and minority interests in equity accounts of consolidated subsidiaries,but excludes goodwill and most other intangibles and excludes the allowance forloan and lease losses.  Tier 2 capital includes the excess of any preferredstock not included in Tier 1 capital, mandatory convertible securities, hybridcapital instruments, subordinated debt and intermediate term-preferred stockand general reserves for loan and lease losses up to 1.25% of risk-weightedassets. 

Under the guidelines, banks' and bank holdingcompanies' assets are given risk-weights of 0%, 20%, 50% and 100%.  Inaddition, certain off-balance sheet items are given credit conversion factorsto convert them to asset equivalent amounts to which an appropriate risk-weightwill apply. These computations result in the total risk-weighted assets.  Mostloans are assigned to the 100% risk category, except for first mortgage loansfully secured by residential property and, under certain circumstances,residential construction loans, both of which carry a 50% rating.  Mostinvestment securities are assigned to the 20% category, except for municipal orstate revenue bonds, which have a 50% rating, and direct obligations of orobligations guaranteed by the United States Treasury or United StatesGovernment agencies, which have a 0% rating. 

| -9- |
|-----|

----

The federal bank regulatory authorities havealso implemented a leverage ratio, which is Tier 1 capital as a percentageof average total assets less intangibles, to be used as a supplement to therisk-based guidelines.  The principal objective of the leverage ratio is toplace a constraint on the maximum degree to which a bank holding company mayleverage its equity capital base.  The minimum required leverage ratio fortop-rated institutions is 3%, but most institutions are required to maintain anadditional cushion of at least 100 to 200 basis points. 

FDICIA established a new capital-basedregulatory scheme designed to promote early intervention for troubled banks andrequires the FDIC to choose the least expensive resolution of bank failures. The new capital-based regulatory framework contains five categories ofcompliance with regulatory capital requirements, including "well capitalized,""adequately capitalized," "undercapitalized," "significantly undercapitalized,"and "critically undercapitalized."  To qualify as a "well capitalized"institution, a bank must have a leverage ratio of no less than 5%, a Tier 1risk-based ratio of no less than 6%, and a total risk-based capital ratio of noless than 10%, and the bank must not be under any order or directive from theappropriate regulatory agency to meet and maintain a specific capital level. The Company and the Bank are both currently qualified as "well capitalized." As of December 31, 2004, the Company had Tier 1 and Total Risk-Based CapitalRatios of 10.52% and 11.77%, respectively.  For a more detailed analysis of theCompany and Bank's regulatory requirements, see Note 14 to the Notes toConsolidated Financial Statements.

Under the FDICIA regulations, the applicableagency can treat an institution as if it were in the next lower category if theagency determines (after notice and an opportunity for hearing) that theinstitution is in an unsafe or unsound condition or is engaging in an unsafe orunsound practice.  The degree of regulatory scrutiny of a financial institutionwill increase, and the permissible activities of the institution will decrease,as it moves downward through the capital categories.  Institutions that fallinto one of the three undercapitalized categories may be required to (i) submita capital restoration plan; (ii) raise additional capital; (iii) restrict theirgrowth, deposit interest rates and other activities; (iv) improve theirmanagement; (v) eliminate management fees; or (vi) divest themselves of all orpart of their operations.  Bank holding companies controlling financialinstitutions can be called upon to boost the institutions' capital and topartially guarantee the institutions' performance under their capitalrestoration plans. 

These capital guidelines can affect the Companyin several ways.  If the Bank begins to grow at a rapid pace, a premature"squeeze" on capital could occur making a capital infusion necessary. Therequirements could impact the Company's ability to pay dividends.  TheCompany's capital levels are currently more than adequate; however, rapidgrowth, poor loan portfolio performance or poor earnings performance or acombination of these factors could change the Bank's capital position in arelatively short period of time. 

**Interstate Banking And Branching Restrictions**

On September 29, 1994, the federal governmentenacted the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994(the "Interstate Banking Act").  This Act became effective on September 29,1995, and permits eligible bank holding companies in any state, with regulatoryapproval, to acquire banking organizations in any other state.  Effective June1, 1997, the Interstate Banking Act allows banks with different home states tomerge, unless a particular state opts out of the statute.  Consistent with theInterstate Banking Act, Georgia adopted legislation in 1996 which has permittedinterstate bank mergers since June 1, 1997. 

In addition, beginning June 1, 1997, theInterstate Banking Act has permitted national and state banks to establish denovo branches in another state if there is a law in that state which appliesequally to all banks and expressly permits all out-of-state banks to establishde novo branches. However, in 1996, Georgia adopted legislation which opts outof this provision.  The Georgia legislation provides that, with the priorapproval of the Department of Banking and Finance, after July 1, 1996, a bankmay establish three new or additional de novo branch banks anywhere in Georgiaand, beginning July 1, 1998, a bank may establish new or additional branchbanks anywhere in the state with prior regulatory approval. 

**Anti-TerrorismLegislation**

| -10- |
|------|

----

Inthe wake of the tragic events of September 11th, on October 26, 2001 , thePresident signed the Uniting and Strengthening America by Providing AppropriateTools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Ac t of 2001.Under the USA PATRIOT Act, financial institutions are subject to prohibitionsagainst specified financial transactions and account relationships as well asenhanced due diligence and "know your customer" standards in their dealingswith foreign financial institutions and foreign customers. For example, theenhanced due diligence policies, procedures, and controls generally requirefinancial institutions to take reasonable steps:

| - | to  conduct enhanced scrutiny of account relationships to guard against money  laundering and report any suspicious transaction;                                                                                |
|---|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| - | to  ascertain the identity of the nominal and beneficial owners of, and the  source of funds deposited into, each account as need ed to guard against  money laundering and report any suspicious transactions; |
| - | to  ascertain for any foreign bank, the shares of which are not publicly traded,  the identity of the owners of the foreign bank, and the nature and extent of  the ownership interest of each such owner; and  |
| - | to  ascertain whether any foreign bank provides correspondent accounts to other  foreign banks and, if so, the identity of those foreign banks and related due  diligence information.                          |

TheUSA PATRIOT Act requires financial institutions to establish anti-moneylaundering programs. The USA PATRIOT Act sets forth minimum standards for theseprograms, including:

| - | the  development of internal policies, procedures, and controls; |
|---|------------------------------------------------------------------|
| - | the  designation of a compliance officer;                        |
| - | an  ongoing employee training program; and                       |
| - | an  independent audit function to test the programs.             |

Inaddition, the USA PATRIOT Act authorizes the Secretary of the Treasury to adoptrules increasing the

cooperationand information sharing between financial institutions, regulators, and lawenforcement authorities

regardingindividuals, entities and organizations engaged in, or reasonably suspectedbased on credible evidence of

engagingin, terrorist acts or money laundering activities. Any financial institutioncomplying with the se rules will

notbe deemed to have violated the privacy provisions of the Gramm-Leach-BlileyAct, as discussed above.

**Recent Legislative Developments**

On January 10, 2006, the federal bank regulatoryagencies released proposed guidance on "Concentration in Commercial Real EstateLending" (the "Guidance").  This proposal defines commercial real estate("CRE") loans as exposures secured by raw land, land development andconstruction (including 1-4 family residential construction), multi-familyproperty, and non-farm nonresidential property where the primary or asignificant source of repayment is derived from rental income associated withthe property (that is, loans for which 50% or more of the source of repaymentcomes from third party, non-affiliated, rental income) or the proceeds of thesale, refinancing, or permanent financing of the property. Loans to REITs andunsecured loans to developers that closely correlate to the inherent risks inCRE markets would also be considered CRE loans under the Guidance.  Loans onowner occupied CRE are generally excluded from the Guidance. 

The Guidance is triggered where either:

Total reported loans for construction, landdevelopment, and other land represent 100% or more of the bank's total capital;or

Total reported loans secured by multifamily andnonfarm nonresidential properties and loans for construction, land development,and other land represent 300% or more of the bank's total capital.

| -11- |
|------|

----

The requirements of the Guidance may also betriggered where the bank has had a sharp increase in CRE lending or hassignificant concentrations of CRE secured by a particular property type. Banksthat are subject to the Guidance's triggers will need to implement enhancedstrategic planning, CRE underwriting policies, risk management and internalcontrols, portfolio stress testing, risk exposure limits, and other policies,including management compensation and incentives, to address the CRE risks.Higher allowances for loan losses and capital levels may also be appropriate.

The Company believes that the Guidance isapplicable to it, as its loan concentrations satisfy the criteria listedabove.  The Company and its Board of Directors have discussed the proposedguidance and believe that the Company's underwriting policy, managementinformation systems, independent credit administration process and monthlymonitoring of real estate loan concentrations will be sufficient to address theproposed guidance.

From time to time, various bills are introducedin the United States Congress and at the state legislative level with respectto the regulation of financial institutions.  Certain of these proposals, ifadopted, could significantly change the regulation of banks and the financialservices industry.  The Company cannot predict whether any of these proposalswill be adopted or, if adopted, how these proposals would affect the Company. 

**Item 2.  Description of Property****.**

*Cartersville Office.*  The Bank's main officeis located in Cartersville at 950 Joe Frank Harris Parkway, at the corner ofJoe Frank Harris Parkway and Market Place Boulevard.  This permanent facilityhas 10,500 square feet in a two story brick facility.  This facility has adrive through station consisting of four teller lanes and one with a drive upautomated teller service machine.

*Adairsville Office.*  In January 1999, theBank also opened a temporary branch office in Adairsville at 7450 Adairsville Highway, NW (Highway 140), Adairsville, Georgia 30103. Construction of apermanent facility for this office began in the third quarter of 1999 and itopened in the second quarter of 2000.  This branch has approximately 3,500 squarefeet with three drive through lanes plus one drive through with an automatedteller service machine.

*Rome**Office.*  In October 2001, the Bank opened a temporarybank office at 42 Three Rivers Drive in Rome, Georgia.  The permanent facilitywas completed and opened in October 2004.  The Bank is approximately 4,200square feet, three drive-through lanes plus one ATM lane.

*Operations**Center*.  The Bank purchased apartially finished building for use as an off-site Operations Center, which wascompleted and opened in September 2004.  The facility is approximately 9,600square foot and is used as the technology, deposit operations, and accountingheadquarters.  The facility does not perform any direct customer servicefunctions.

*Henderson Drive**Office*.  In June 2005, theBank opened a full service facility at 601 Henderson Drive in Cartersville,Georgia.  The Bank is approximately 4,200 square feet with three drive-in lanesand an ATM lane.

*Calhoun Office*.  In January 2006, the Bank purchased alot at 150 W.C. Bryant Parkeway in Calhoun Georgia with the intention ofconstructing a full service facility to take the place of its current loanproduction office.  The office should be completed and open during the thirdquarter of 2006.

**Item 3.  Legal Proceedings****.**

In the normal course of business, the Company isinvolved in various legal proceedings.  The Company is also involved in othernon-recurring legal matters, the ultimate outcome of which has not beendetermined.  In the opinion of management, any liability resulting from suchproceedings would not have a material effect on the Company's financialstatements.

| -12- |
|------|

----

**Item 4.  Submission of Matters to a Voteof Security Holders****.**

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

**Item 5.  Market For Common Equity AndRelated Stockholder Matters****.**

(a)  The Company completed its initial publicoffering on October 22, 1998.  In the offering, the Company sold a total of838,711 shares at $10.00 per share.  There has been virtually no market for theCompany's common stock since completion of the offering, and the Company doesnot anticipate a market to develop in the near future.  As of December 31, 2004,there were approximately 1,142 shareholders of record. 

During 2002, the Company sold 170,299 additionalshares of common stock at $16.00 per share through a private placementoffering.  The shares sold pursuant to the private placement were claimedexempt from registration by the issuer pursuant to federal and state securitieslaws (Regulation D and O.C.G.A. § 10-5-9(16), respectively).  The shares weresold by the executive officers and directors of the Company withoutcommissions, remuneration, or any other compensation.  All purchasers executeda subscription agreement in which each represented that he or she met therequirements of an "accredited investor" within the meaning of Regulation Dunder the Securities Act of 1933.  The sale generated additional capital of$2,724,784 during the year.

All outstanding shares of Common Stock of theCompany are entitled to share equally in dividends as and if declared by theBoard of Directors.  The Company does not plan to declare any dividends in theimmediate future. 

(b)  The following table reflects the high andlow trades of shares of the Company for each quarterly period during the lastyear based on such limited available information.

|        Year | High Selling Price | Low Selling Price |
|-------------------------------------------|--------------------|-------------------|
|                                           |                    |                   |
| 2005                                      |                    |                   |
| First  Quarter                            | $23.00             | $20.00            |
| Second  Quarter                           | 24.00              | 23.00             |
| Third  Quarter                            | 26.00              | 24.00             |
| Fourth  Quarter                           | $26.00             | $25.00            |

The Company has not paid dividends since itsinception.  As discussed in Item 1 above, the Bank's ability to pay dividendsis subject to numerous statutory conditions.  Thus, to the extent the source ofdividends to be paid by the Company is dividends from the Bank, the Company maycontinue not to pay dividends in the near future.

** **

In February 2006, the Bank made an offer topurchase its common stock from existing shareholders.  The offering price was$26.00 per share and expired March 31, 2006.  For additional information,please refer to the Form TO filed with the Securities and Exchange Commissionon February 14, 2006.

** **

**Item 6.  Management's Discussion andAnalysis or Plan of Operations****.**

Theinformation required by this item is incorporated by reference to Exhibit 99.1which contains the consolidated financial statements and the Management'sDiscussion and Analysis of Financial Condition and Results of Operations of theRegistrant and its subsidiaries, contained with this Annual Report on Form10-KSB.

**Item 7.  Financial Statements****.**

Thefollowing consolidated financial statements of the Registrant and itssubsidiaries are included on Exhibit 99.1 of this Annual Report on Form 10-KSB:

** **

| -13- |
|------|

----

ConsolidatedBalance Sheets - December 31, 2005 and 2004

ConsolidatedStatements of Earnings - December 31, 2005 and 2004

ConsolidatedStatements of Comprehensive Income - December 31, 2005 and 2004

ConsolidatedStatements of Stockholders' Equity - December 31, 2005 and 2004

ConsolidatedStatements of Cash Flows - December 31, 2005 and 2004

Notesto Consolidated Financial Statements

Management'sDiscussion and Analysis of Financial Condition and Results of Operations

**Item8.  Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure****.**

The principalindependent accountant of the Company and of the Bank has not resigned,declined to stand for re-election, or been dismissed during the two most recentfiscal years or any later interim period.

| -14- |
|------|

----

**Item 8A. Controls and Procedures****.**

As of the end of the period coveredby this report, we carried out an evaluation, under the supervision and withthe participation of our Chief Executive Officer and the Principal Financialand Accounting Officer, of the design and operation of our disclosure controlsand procedures.  Based on this evaluation, our Chief Executive Officer andPrincipal Financial and Accounting Officer concluded that our disclosure controlsand procedures are effective.

**Item 8B.  OtherInformation****.**

None

**Item9.  Directors, Executive Officers, Promoters and Control Persons; Compliancewith Section 16(a) of the Exchange Act****.**

**Code ofEthics**

Uponwritten request, a copy of the Unity Holdings, Inc Code of Ethics shall befurnished to shareholders without charge.  Please direct your writtenrequest to:

EliD. MullisSenior Vice President and Chief Financial OfficerUnity National BankP.O. Box 200308Cartersville, GA 30120-9006

The remaining information requiredby this Item is incorporated by reference to the Company's definitive ProxyStatement to be filed with the Securities and Exchange Commission pursuant toRegulation 14A within 120 days after the end of the fiscal year covered by thisAnnual Report.

** **

**Item10.  Executive Compensation****.**

The information required by thisItem is incorporated by reference to the Company's definitive Proxy Statementto be filed with the Securities and Exchange Commission pursuant to Regulation14A within 120 days after the end of the fiscal year covered by this AnnualReport.

**Item11.  Security Ownership of Certain Beneficial Owners and Management**

The information required by thisItem is incorporated by reference to the Company's definitive Proxy Statementto be filed with the Securities and Exchange Commission pursuant to Regulation14A within 120 days after the end of the fiscal year covered by this AnnualReport.

**Item12.  Certain Relationships and Related Transactions****.**

The information required by thisItem is incorporated by reference to the Company's definitive Proxy Statementto be filed with the Securities and Exchange Commission pursuant to Regulation14A within 120 days after the end of the fiscal year covered by this AnnualReport.

**Item13.  Exhibits******

| -15- |
|------|

----

| (a)    The following documents are filed as part of this report: |
|----------------------------------------------------------------------------|
|                                                                            |  |  |
|                                                                            | 3.1 | Articles  of Incorporation (incorporated by reference to Exhibit 3.1 of the  Registration Statement on Form SB-2, File No. 333-45979). |
|                                                                            |  |  |
|                                                                            | 3.2 | Bylaws  (incorporated by reference to Exhibit 3.2 of the Registration Statement on  Form SB-2, File No. 333-45979). |
|                                                                            |  |  |
|                                                                            | 4.1 | See  Exhibits 3.1 and 3.2 for provisions of the Company's Articles of  Incorporation And Bylaws defining the rights of shareholders (incorporated by  reference to Exhibit 4.1 of the Registration Statement on Form SB-2, File No.  333-45979). |
|                                                                            |  |  |
|                                                                            | 4.2 | Form  of Common Stock Certificate (incorporated by reference to Exhibit 4.2 of the  Registration Statement on Form SB-2, File No. 333-45979). |
|                                                                            |  |  |
|                                                                            | 5.1 | Opinion  of Nelson Mullins Riley & Scarborough, L.L.P. (incorporated by reference  to Exhibit 5.1 of the Registration Statement on Form SB-2, File No.  333-45979). |
|                                                                            |  |  |
|                                                                            | 10.1 | Employment  Agreement dated as of December 12, 1997 between the Company and Michael L.  McPherson (incorporated by reference to Exhibit 10.1 of the Registration  Statement on Form SB-2, File No. 333-45979). |
|                                                                            |  |  |
|                                                                            | 10.2 | Option  to Purchase Property (incorporated by reference to Exhibit 10.2 of the  Registration Statement on Form SB-2, File No. 333-45979). |
|                                                                            |  |  |
|                                                                            | 10.3 | Escrow  Agreement between Company and First Tennessee Bank (incorporated by reference  to Exhibit 10.3 of the Registration Statement on Form SB-2, File No.  333-45979). |
|                                                                            |  |  |
|                                                                            | 10.4 | Line  of Credit Note (incorporated by reference to Exhibit 10.4 of the Registration  Statement on Form SB-2, File No. 333-45979). |
|                                                                            |  |  |
|                                                                            | 10.5 | Subscription  Agreement (incorporated by reference to Exhibit 10.5 of the Registration  Statement on Form SB-2, File No. 333-45979). |
|                                                                            |  |  |
|                                                                            | 10.6 | Agency  Agreement dated February 6, 1998 between the Company and Attkisson, Carter  & Akers (incorporated by reference to Exhibit 10.6 of the Registration  Statement on Form SB-2, File No. 333-45979). |
|                                                                            |  |  |
|                                                                            | 10.7 | Unity  Holdings, Inc. Stock Warrant Agreement between Unity Holdings, Inc. and  Michael L. McPherson dated April 15, 1999, that is a sample of the Warrant  Agreements issued to all directors (incorporated by reference to Exhibit 10.7  to the Registrant's Annual Report on Form 10-KSB filed with the Commission  on March 29, 2000). |
|                                                                            |  |  |
|                                                                            | 10.8 | Stock  Option Agreement between Unity Holdings, Inc. and Eli D. Mullis dated December  21, 2004, as allowed under the 1999 Stock Incentive Plan adopted by the  shareholders on May 19, 1999. |
|                                                                            |  |  |
|                                                                            | 11.1 | Statement  of Net Earnings Per Share (incorporated by reference to Exhibit 99.1 which  contains the consolidated financial statements of the Registrant and its  subsidiaries, contained with this Annual Report on Form 10-KSB). |
|                                                                            |  |  |
|                                                                            | 21.1 | Subsidiaries  of the Company. |
|                                                                            |  |  |
|                                                                            | 23.1 | Consent  of Accountants (incorporated by reference to Exhibit 23.1 of the Registration  Statement on Form SB-2, File No. 333-45979). |
|                                                                            |  |  |
|                                                                            | 23.2 | Consent  of Nelson Mullins Riley & Scarborough, L.L.P. (filed as part of Exhibit  5.1). |
|                                                                            |  |  |
|                                                                            | 24.1 | Power  of Attorney (part of signature page). |
|                                                                            |  |  |
|                                                                            | 31.1 | Certifications of the Registrant's Chief Executive Officer  pursuant to Section 302 of the Sarbanes Oxley Act of 2002. |
|                                                                            |  |  |
|                                                                            | 31.2 | Certifications of the Registrant's Chief Financial and  Accounting Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002. |
|                                                                            |  |  |
|                                                                            | 32.1 | 18 U.S.C. Section 1350 Certifications of the Registrant's Chief  Executive Officer and Chief Financial and Accounting Officer |
|                                                                            |  |  |
|                                                                            | 99.1 | Consolidated  Financial Statements and Management's Discussion and Analysis of Financial  Condition and Results of Operations. |
|                                                                            |  |  |

**ITEM14****. PRINCIPAL ACCOUNTANT FEES AND SERVICES.**

The information requiredby this Item is incorporated by reference to the Company's definitive ProxyStatement to be filed with the Securities and Exchange Commission pursuant toRegulation 14A within 120 days after the end of the fiscal year covered by thisAnnual Report.

** **

**SIGNATURES**

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

UNITYHOLDINGS, INC. 

Date:March 29, 2006 

By:MICHAEL L. MCPHERSON        Michael L. McPherson 

       President and Chief Operating Officer 

| -16- |
|------|

----

KNOW ALL MEN BY THESE PRESENTS, that each personwhose signature appears below constitutes and appoints Michael L. McPherson,his true and lawful attorney-in-fact and agent, with full power of substitutionand resubstitution, for him and in his name, place and stead, in any and allcapacities, to sign any and all amendments to this Registration Statement, andto file the same, with all exhibits thereto, and other documents in connectiontherewith, with the Securities and Exchange Commission, granting untoattorney-in-fact and agent full power and authority to do and perform each andevery act and thing requisite or necessary to be done in and about thepremises, as fully to all intents and purposes as he might or could do inperson, hereby ratifying and confirming all that attorney-in-fact and agent, orhis substitute or substitutes, may lawfully do or cause to be done by virtuehereof. 

Pursuant to the requirements of the SecuritiesExchange Act of 1934, this report has been signed by the following persons inthe capacities indicated on March 30, 2005.

| **Signature**                              | **Title**                                         |
|--------------------------------------------|---------------------------------------------------|
| KENNETH  R. BISHOP  Kenneth R. Bishop      | Director                                          |
|                                            |                                                   |
| JERRY  W. BRADENJerry  W. Braden           | Director                                          |
|                                            |                                                   |
| MICHAEL  L. MCPHERSONMichael  L. McPherson | Director,  President and Chief Executive Officer  |
|                                            |                                                   |
| DONALD  D. GEORGE  Donald D. George        | Director                                          |
|                                            |                                                   |
| JOHN  S. LEWIS  John S. Lewis              | Director                                          |
|                                            |                                                   |
| SAM  R. MCCLESKEY  Sam R. McCleskey        | Director                                          |
|                                            |                                                   |
| STEPHEN  A. TAYLOR  Stephen A. Taylor      | Director                                          |
|                                            |                                                   |
| B.  DON TEMPLES  B. Don Temples            | Director                                          |
|                                            |                                                   |
| ELI  D. MULLIS  Eli D. Mullis              | Chief  Financial and Principal Accounting Officer |
|                                            |                                                   |

| -17- |
|------|

----

**INDEXTO EXHIBITS**

| Exhibit Number | Description |
|----------------|-------------|
|                | 21.1        | Subsidiaries  of the Registrant |
|                | 31.1        | Certifications of the Registrant's Chief Executive Officer  pursuant to Section 302 of the Sarbanes Oxley Act of 2002. |
|                |             |  |
|                | 31.2        | Certifications of the Registrant's Chief Financial and  Accounting Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002. |
|                |             |  |
|                | 32.1        | 18 U.S.C. Section 1350 Certifications of the Registrant's Chief  Executive Officer and Chief Financial and Accounting Officer |
|                |             |  |
|                | 10.8        | Stock  Option Agreement between Unity Holdings, Inc. and Eli D. Mullis dated December  21, 2004, as allowed under the 1999 Stock Incentive Plan adopted by the  shareholders on May 19, 1999. |
|                |             |  |
|                | 99.1        | Consolidated  Financial Statements and Management's Discussion and Analysis of Financial  Condition and Results of Operations. |
|                |             |  |

**Exhibit 21.1**

** **

**Subsidiaries of UnityHoldings, Inc.**

| Direct/wholly-owned           | State  of Incorporation |
|-------------------------------|-------------------------|
|                               |                         |
| Unity  National Bank          | Georgia                 |
|                               |                         |
| Unity  (Ga) Statutory Trust I | Delaware                |
| ** **                    | ** **              |

 

| -18- |
|------|

----

**EXHIBIT 31.1**

**CERTIFICATION**

| I, Michael L. McPherson, Chief Executive Officer, certify that: |
|-----------------------------------------------------------------|
|                                                                 |  |  |
| 1.                                                         | I have reviewed this annual report on Form  10-KSB of Unity Holdings, Inc.: |
|                                                                 |  |  |
| 2.                                                         | Based on my knowledge, this annual report does  not contain any untrue statement of a material fact or omit to state a  material fact necessary to make the statements made, in light of the  circumstances under which such statements were made, not misleading with  respect to the period covered by this annual report; |
|                                                                 |  |  |
| 3.                                                         | Based on my knowledge, the financial  statements, and other financial information included in this annual report,  fairly present in all material respects the financial condition, results of  operations and cash flows of the small business issuer as of, and for, the  periods presented in this annual report; |
|                                                                 |  |  |
| 4.                                                         | The small business issuer's other certifying  officer and I are responsible for establishing and maintaining disclosure  controls and procedures (as defined in Exchange Act Rules 13a-15(e) and  15d-15(e)) for the small business issuer and we have: |
|                                                                 | a. | Designed such disclosure controls and  procedures, or caused such disclosure controls and procedures to be designed  under our supervision, to ensure that material information relating to the  small business issuer, including its consolidated subsidiary, is made known  to us by others within that entity, particularly during the period in which  this annual report is being prepared; |
|                                                                 |  |  |
|                                                                 | b. | [Paragraph omitted pursuant to SEC Release  Nos. 33-8238 and 34-47986.] |
|                                                                 |  |  |
|                                                                 | c. | Evaluated the effectiveness of the small  business issuer's disclosure controls and procedures and presented in this  report our conclusions about the effectiveness of the disclosure controls and  procedures, as of the end of the period covered by this report based on such  evaluation; and |
|                                                                 |  |  |
|                                                                 | d. | Disclosed in this report any change in the  small business issuer's internal control over financial reporting that  occurred during the small business issuer's most recent fiscal quarter (the  small business issuer's fourth fiscal quarter in the case of an annual  report) that has materially affected, or is reasonably likely to materially  affect, the small business issuer's internal control over financial  reporting; and |
|                                                                 |  |  |
| 5.                                                              | The small business issuer's other certifying  officer and I have disclosed, based on our most recent evaluation of internal  control over financial reporting, to the small business issuer's auditors and  the audit committee of the small business issuer's board of directors (or  persons performing the equivalent functions): |
|                                                                 |  |  |
|                                                                 | a. | All significant deficiencies and material  weaknesses in the design or operation of internal control over financial  reporting which are reasonably likely to adversely affect the small business  issuer's ability to record, process, summarize and report financial  information; and |
|                                                                 |  |  |
|                                                                 | b. | Any fraud, whether or not material, that  involves management or other employees who have a significant role in the  small business issuer's internal controls over financial reporting |

March 29,2006

MICHAELL. MCPHERSONMICHAEL L. McPHERSON

President & Chief Executive Officer

| -19- |
|------|

----

**EXHIBIT 31.2**

**CERTIFICATION**

| I, Eli D. Mullis, Chief Financial and Accounting Officer,  certify that: |
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| 1.                                                                  | I have reviewed this annual report on Form  10-KSB of Unity Holdings, Inc.: |
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| 2.                                                                  | Based on my knowledge, this annual report does  not contain any untrue statement of a material fact or omit to state a  material fact necessary to make the statements made, in light of the circumstances  under which such statements were made, not misleading with respect to the  period covered by this annual report; |
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| 3.                                                                  | Based on my knowledge, the financial  statements, and other financial information included in this annual report,  fairly present in all material respects the financial condition, results of  operations and cash flows of the small business issuer as of, and for, the  periods presented in this annual report; |
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| 4.                                                                  | The small business issuer's other certifying  officer and I are responsible for establishing and maintaining disclosure  controls and procedures (as defined in Exchange Act Rules 13a-15(e) and  15d-15(e)) for the small business issuer and we have: |
|                                                                          | a. | Designed such disclosure controls and  procedures, or caused such disclosure controls and procedures to be designed  under our supervision, to ensure that material information relating to the  small business issuer, including its consolidated subsidiary, is made known  to us by others within that entity, particularly during the period in which  this annual report is being prepared; |
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|                                                                          | b. | [Paragraph omitted pursuant to SEC Release  Nos. 33-8238 and 34-47986.] |
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|                                                                          | c. | Evaluated the effectiveness of the small  business issuer's disclosure controls and procedures and presented in this  report our conclusions about the effectiveness of the disclosure controls and  procedures, as of the end of the period covered by this report based on such  evaluation; and |
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|                                                                          | d. | Disclosed in this report any change in the  small business issuer's internal control over financial reporting that  occurred during the small business issuer's most recent fiscal quarter (the  small business issuer's fourth fiscal quarter in the case of an annual  report) that has materially affected, or is reasonably likely to materially  affect, the small business issuer's internal control over financial  reporting; and |
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| 5.                                                                       | The small business issuer's other certifying  officer and I have disclosed, based on our most recent evaluation of internal  control over financial reporting, to the small business issuer's auditors and  the audit committee of the small business issuer's board of directors (or  persons performing the equivalent functions): |
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|                                                                          | a. | All significant deficiencies and material  weaknesses in the design or operation of internal control over financial  reporting which are reasonably likely to adversely affect the small business  issuer's ability to record, process, summarize and report financial  information; and |
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|                                                                          | b. | Any fraud, whether or not material, that  involves management or other employees who have a significant role in the  small business issuer's internal controls over financial reporting |

March 29, 2006

ELID. MULLISELI D. MULLIS

Senior Vice President & Chief Financial Officer

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**Exhibit32.1**

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**CERTIFICATION OF CEO ANDCFO PURSUANT TO**

**18 U.S.C. § 1350,**

**AS ADOPTED PURSUANT TO**

**§ 906 OF THESARBANES-OXLEY ACT OF 2002**

In connection with the Form 10-KSB of UnityHoldings, Inc. (the "Company") for the year ending December 31, 2005 as filedwith the Securities and Exchange Commission on the date hereof (the "Report"),Michael L. McPherson, Chief Executive Officer of the Company, and  Eli D.Mullis, Chief Financial Officer of the Company, each hereby certifies, pursuantto 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of2002, to the best of his/her knowledge that:

(1)  The Report fully complies with therequirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934;and

(2)  The information contained in the Reportfairly presents, in all material respects, the financial condition and resultsof operation of the Company.

MICHAELL. MCPHERSONMICHAEL L. McPHERSON

ChiefExecutive Officer

March 29, 2006

ELID. MULLISELI D. MULLIS

ChiefFinancial and Accounting Officer

March 29, 2006

| This  certification accompanies this Report pursuant to § 906 of the Sarbanes-Oxley  Act of 2002 and shall not, except to the extent required by the  Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of §  18 of the Securities Exchange Act of 1934, as amended. -21- |
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