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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-QSB



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(Mark One)

|x | Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ---------------------------------------------------------------------------------

For the quarterly period ended: March 31, 2006



| ̈ | Transition report under Section 13 or 15(d) of the Exchange Act
|- | ---------------------------------------------------------------

For the transition period from  to

Commission file number: 0-25846



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CCF HOLDING COMPANY

(Exact name of Small Business Issuer as Specified in Its Charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Georgia                                                        |  | 58-2173616                          
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)

101 North Main Street

Jonesboro, Georgia 30236

(Address of Principal Executive Offices)

(770) 478-8881

(Issuers Telephone Number)



---

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days:    Yes  x    No ̈

State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date: At May 6, 2006, 2,419,351 shares of the registrants common stock were outstanding.

Transitional Small Business Disclosure Format (check one):    Yes ̈No  x



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##### Table of Contents

FORM 10-QSB

INDEX



|             |  |                                                                                                                          |  |     
|------------ |  | ------------------------------------------------------------------------------------------------------------------------ |  | ----
|             |  |                                                                                                                          |  | Page
|PART I.      |  | FINANCIAL INFORMATION                                                                                                    |  |     
|             |  |                                                                                                                         
|Item 1.      |  | Financial Statements:                                                                                                    |  |     
|             |  |                                                                                                                         
|             |  | Consolidated Balance Sheets as of March 31, 2006 (unaudited) and December 31, 2005 (audited)                             |  | 1   
|             |  |                                                                                                                         
|             |  | Consolidated Statements of Earnings For the Three Months Ended March 31, 2006 and March 31, 2005 (unaudited)             |  | 2   
|             |  |                                                                                                                         
|             |  | Consolidated Statements of Comprehensive Income For the Three Months Ended March 31, 2006 and March 31, 2005 (unaudited) |  | 3   
|             |  |                                                                                                                         
|             |  | Consolidated Statements of Cash Flows For the Three Months Ended March 31, 2006 and March 31, 2005 (unaudited)           |  | 4   
|             |  |                                                                                                                         
|             |  | Notes to Unaudited Consolidated Financial Statements                                                                     |  | 5   
|             |  |                                                                                                                         
|Item 2.      |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                    |  | 7   
|             |  |                                                                                                                         
|Item 3.      |  | Controls and Procedures                                                                                                  |  | 10  
|             |  |                                                                                                                         
|PART II.     |  | OTHER INFORMATION                                                                                                        |  |     
|             |  |                                                                                                                         
|Item 1.      |  | Legal Proceedings                                                                                                        |  | 11  
|             |  |                                                                                                                         
|Item 2.      |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                              |  | 11  
|             |  |                                                                                                                         
|Item 3.      |  | Defaults Upon Senior Securities                                                                                          |  | 11  
|             |  |                                                                                                                         
|Item 4.      |  | Submission of Matters to a Vote of Security Holders                                                                      |  | 11  
|             |  |                                                                                                                         
|Item 5.      |  | Other Information                                                                                                        |  | 11  
|             |  |                                                                                                                         
|Item 6.      |  | Exhibits                                                                                                                 |  | 11  
|             | 
|Signatures   |  | 12                                                                                                                      
|             | 
|Certificates |  | 13                                                                                                                      



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##### Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CCF HOLDING COMPANY AND SUBSIDIARY

Consolidated Balance Sheets



|                                                                                                                                                      |  |                |             |   |                  |             |  
|----------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ----------- | - | ---------------- | ----------- | -
|                                                                                                                                                      |  | March 31, 2006 |             |   | December 31,2005 |            
|                                                                                                                                                      |  | (Unaudited)    |             |   | (Audited)        |            
|Assets                                                                                                                                                |  |                |             |   |                  |             |  
|Cash and due from banks                                                                                                                               |  | $              | 15,026,995  |   |                  | 9,283,200   |  
|Interest-bearing deposits in other financial institutions                                                                                             |  |                | 1,929,934   |   |                  | 3,190,873   |  
|Federal funds sold                                                                                                                                    |  |                | 18,529,000  |   |                  | 2,944,000   |  
|                                                                                                                                                      |  |                |             |   |                  |             |  
|Cash and cash equivalents                                                                                                                             |  |                | 35,485,929  |   |                  | 15,418,073  |  
|                                                                                                                                                      |  |               
|Investment securities available-for-sale                                                                                                              |  |                | 48,329,797  |   |                  | 48,389,272  |  
|Federal Home Loan Bank stock, at cost                                                                                                                 |  |                | 1,627,500   |   |                  | 1,129,100   |  
|Loans, net                                                                                                                                            |  |                | 302,804,633 |   |                  | 279,968,109 |  
|Premises and equipment, net                                                                                                                           |  |                | 8,024,465   |   |                  | 7,776,954   |  
|Accrued interest receivable                                                                                                                           |  |                | 2,035,432   |   |                  | 1,877,111   |  
|Cash surrender value of life insurance                                                                                                                |  |                | 5,231,183   |   |                  | 5,159,633   |  
|Other assets                                                                                                                                          |  |                | 4,975,959   |   |                  | 4,484,685   |  
|                                                                                                                                                      |  |                |             |   |                  |             |  
|Total assets                                                                                                                                          |  | $              | 408,514,898 |   |                  | 364,202,937 |  
|                                                                                                                                                      |  |                |             |   |                  |             |  
|Liabilities and Shareholders Equity                                                                                                                  |  |                |             |   |                  |             |  
|Deposits:                                                                                                                                             |  |                |             |   |                  |             |  
|Noninterest-bearing deposits                                                                                                                          |  | $              | 45,047,877  |   |                  | 43,228,076  |  
|Interest-bearing demand deposits                                                                                                                      |  |                | 144,052,163 |   |                  | 133,728,272 |  
|Savings accounts                                                                                                                                      |  |                | 5,818,099   |   |                  | 5,964,140   |  
|Time deposits less than $100,000                                                                                                                      |  |                | 105,376,275 |   |                  | 91,749,597  |  
|Time deposits greater than $100,000                                                                                                                   |  |                | 41,567,000  |   |                  | 37,585,198  |  
|                                                                                                                                                      |  |                |             |   |                  |             |  
|Total deposits                                                                                                                                        |  |                | 341,861,414 |   |                  | 312,255,283 |  
|Securities sold under agreement to repurchase                                                                                                         |  |                | 7,467,717   |   |                  | 3,949,539   |  
|Federal Home Loan Bank advances                                                                                                                       |  |                | 20,000,000  |   |                  | 10,000,000  |  
|Junior subordinated debentures                                                                                                                        |  |                | 8,765,000   |   |                  | 8,765,000   |  
|Accrued interest payable and other liabilities                                                                                                        |  |                | 5,054,315   |   |                  | 5,014,760   |  
|                                                                                                                                                      |  |                |             |   |                  |             |  
|Total liabilities                                                                                                                                     |  |                | 383,148,446 |   |                  | 339,984,582 |  
|                                                                                                                                                      |  |                |             |   |                  |             |  
|Commitments                                                                                                                                           |  |                |             |   |                  |             |  
|Shareholders Equity:                                                                                                                                 |  |                |             |   |                  |             |  
|Preferred stock, no par value; 1,000,000 shares authorized; none issued and outstanding                                                               |  |                |            |   |                  |            |  
|Common stock, $.10 par value, 4,000,000 shares authorized; 2,419,124 issued and outstanding in 2006; 2,374,013 shares issued and outstanding
in 2005. |  |                | 241,912     |   |                  | 237,401     |  
|Additional paid-in capital                                                                                                                            |  |                | 9,557,579   |   |                  | 9,204,813   |  
|Retained earnings                                                                                                                                     |  |                | 16,045,567  |   |                  | 15,187,843  |  
|Accumulated other comprehensive loss                                                                                                                  |  |                | (478,606    | ) |                  | (411,702    | )
|                                                                                                                                                      |  |                |             |   |                  |             |  
|Total shareholders equity                                                                                                                            |  |                | 25,366,452  |   |                  | 24,218,355  |  
|                                                                                                                                                      |  |               
|Total liabilities & shareholders equity                                                                                                              |  | $              | 408,514,898 |   |                  | 364,202,937 |  
|                                                                                                                                                      |  |                |             |   |                  |             |  

See accompanying notes to unaudited consolidated financial statements.



1



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##### Table of Contents

CCF HOLDING COMPANY AND SUBSIDIARY

Consolidated Statements of Earnings

(Unaudited)



|                                                                                 |  |                              |           |      |           |  
|-------------------------------------------------------------------------------- |  | ---------------------------- | --------- | ---- | --------- | -
|                                                                                 |  | Three Months Ended March 31, |          
|                                                                                 |  | 2006                         |           | 2005 |          
|Interest and dividend income:                                                    |  |                              |           |      |           |  
|Interest and fees on loans                                                       |  | $                            | 6,120,079 |      | 4,526,958 |  
|Interest-bearing deposits in other financial institutions and federal funds sold |  |                              | 62,121    |      | 64,792    |  
|Interest and dividends on taxable investment securities                          |  |                              | 440,427   |      | 319,429   |  
|Interest on nontaxable investment securities                                     |  |                              | 53,832    |      | 48,223    |  
|                                                                                 |  |                              |           |      |           |  
|Total interest and dividend income                                               |  |                              | 6,676,459 |      | 4,959,402 |  
|                                                                                 |  |                              |           |      |           |  
|Interest expense:                                                                |  |                              |           |      |           |  
|Deposit accounts                                                                 |  |                              | 1,940,586 |      | 1,450,895 |  
|Other borrowings                                                                 |  |                              | 355,500   |      | 206,501   |  
|                                                                                 |  |                              |           |      |           |  
|Total interest expense                                                           |  |                              | 2,296,086 |      | 1,657,396 |  
|                                                                                 |  |                              |           |      |           |  
|Net interest income                                                              |  |                              | 4,380,373 |      | 3,302,006 |  
|                                                                                 |  |                             
|Provision for loan losses                                                        |  |                              | 185,000   |      | 135,000   |  
|                                                                                 |  |                              |           |      |           |  
|Net interest income after provision for loan losses                              |  |                              | 4,195,373 |      | 3,167,006 |  
|                                                                                 |  |                              |           |      |           |  
|Other income:                                                                    |  |                              |           |      |           |  
|Service charges on deposit accounts                                              |  |                              | 346,799   |      | 267,406   |  
|Gain on sale of loans                                                            |  |                              |          |      | 319,745   |  
|Loss on sale of investment securities                                            |  |                              |          |      | (23,090   | )
|Other                                                                            |  |                              | 181,752   |      | 187,662   |  
|                                                                                 |  |                              |           |      |           |  
|Total other income                                                               |  |                              | 528,551   |      | 751,723   |  
|                                                                                 |  |                              |           |      |           |  
|Other expenses:                                                                  |  |                              |           |      |           |  
|Salaries and employee benefits                                                   |  |                              | 1,842,546 |      | 1,707,102 |  
|Occupancy                                                                        |  |                              | 489,926   |      | 469,566   |  
|Loss on Real Estate Owned                                                        |  |                              | 201,500   |      |          |  
|Other                                                                            |  |                              | 628,888   |      | 573,545   |  
|                                                                                 |  |                              |           |      |           |  
|Total other expenses                                                             |  |                              | 3,162,860 |      | 2,750,213 |  
|                                                                                 |  |                              |           |      |           |  
|Earnings before income taxes                                                     |  |                              | 1,561,064 |      | 1,168,516 |  
|                                                                                 |  |                             
|Income tax expense                                                               |  |                              | 497,450   |      | 373,125   |  
|                                                                                 |  |                              |           |      |           |  
|Net earnings                                                                     |  | $                            | 1,063,614 |      | 795,391   |  
|                                                                                 |  |                              |           |      |           |  
|Basic earnings per share                                                         |  | $                            | 0.44      |      | 0.35      |  
|                                                                                 |  |                              |           |      |           |  
|Diluted earnings per share                                                       |  | $                            | 0.43      |      | 0.33      |  
|                                                                                 |  |                              |           |      |           |  

See accompanying notes to unaudited consolidated financial statements.



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CCF HOLDING COMPANY AND SUBSIDIARY

Consolidated Statements of Comprehensive Income

(Unaudited)



|                                                            |  |                             |           |   |      |          |  
|----------------------------------------------------------- |  | --------------------------- | --------- | - | ---- | -------- | -
|                                                            |  | Three Months EndedMarch 31, |          
|                                                            |  | 2006                        |           |   | 2005 |         
|Net earnings                                                |  | $                           | 1,063,614 |   |      | 795,391  |  
|                                                            |  |                             |           |   |      |          |  
|Other comprehensive loss:                                   |  |                             |           |   |      |          |  
|Unrealized holding losses on investments available-for-sale |  |                             | (102,929  | ) |      | (526,369 | )
|Associated income tax effect                                |  |                             | 36,025    |   |      | 184,229  |  
|                                                            |  |                            
|Reclassification adjustment for losses included in earnings |  |                             |          |   |      | 23,090   |  
|Associated income tax effect                                |  |                             |          |   |      | (8,082   | )
|                                                            |  |                             |           |   |      |          |  
|Total other comprehensive loss, net of tax                  |  |                             | (66,904   | ) |      | (327,132 | )
|                                                            |  |                             |           |   |      |          |  
|Total comprehensive income                                  |  | $                           | 996,710   |   |      | 468,259  |  
|                                                            |  |                             |           |   |      |          |  



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CCF HOLDING COMPANY AND SUBSIDIARY

Consolidated Statements of Cash Flows

(Unaudited)



|                                                                                    |  |                              |             |   |      |             |  
|----------------------------------------------------------------------------------- |  | ---------------------------- | ----------- | - | ---- | ----------- | -
|                                                                                    |  | Three Months Ended March 31, |            
|                                                                                    |  | 2006                         |             |   | 2005 |            
|Cash flows from operating activities:                                               |  |                              |             |   |      |             |  
|Net earnings                                                                        |  | $                            | 1,063,614   |   |      | 795,391     |  
|Adjustments to reconcile net earnings to net cash provided by operating activities: |  |                              |             |   |      |             |  
|Provision for loan losses                                                           |  |                              | 185,000     |   |      | 135,000     |  
|Depreciation, amortization, and accretion, net                                      |  |                              | 179,238     |   |      | 181,392     |  
|Net loss on sale of investment securities                                           |  |                              |            |   |      | 23,090      |  
|Net write-down (gain) on real estate owned                                          |  |                              | 201,500     |   |      | (30,234     | )
|Net gain on sale of loans                                                           |  |                              |            |   |      | (319,745    | )
|Increase in cash surrender value of life insurance                                  |  |                              | (71,550     | ) |      | (68,575     | )
|Change in:                                                                          |  |                              |             |   |      |             |  
|Accrued interest receivable and other assets                                        |  |                              | (158,321    | ) |      | 10,893      |  
|Accrued interest payable and other liabilities                                      |  |                              | (662,920    | ) |      | (403,495    | )
|                                                                                    |  |                              |             |   |      |             |  
|Net cash provided by operating activities                                           |  |                              | 736,561     |   |      | 323,717     |  
|                                                                                    |  |                              |             |   |      |             |  
|Cash flows from investing activities:                                               |  |                              |             |   |      |             |  
|Proceeds from maturities and calls of investment securities available-for-sale      |  |                              | 946,840     |   |      | 1,784,652   |  
|Purchases of investment securities available-for-sale                               |  |                              | (995,000    | ) |      | (1,000,000  | )
|Proceeds from sales of investment securities available-for-sale                     |  |                              |            |   |      | 2,476,909   |  
|Proceeds from maturities of certificate of deposit investments                      |  |                              |            |   |      | 99,000      |  
|Proceeds from redemption of Federal Home Loan Bank stock                            |  |                              |            |   |      | 675,000     |  
|Purchase of Federal Home Loan Bank stock                                            |  |                              | (498,400    | ) |      | (539,100    | )
|Proceeds from sales of real estate owned                                            |  |                              | 33,000      |   |      | 972,143     |  
|Net increase in loans                                                               |  |                              | (24,578,868 | ) |      | (17,471,072 | )
|Proceeds from sale of loans                                                         |  |                              | 1,554,345   |   |      | 9,370,655   |  
|Purchases of premises and equipment                                                 |  |                              | (422,045    | ) |      | (86,772     | )
|                                                                                    |  |                              |             |   |      |             |  
|Net cash used in investing activities                                               |  |                              | (23,960,128 | ) |      | (3,718,585  | )
|                                                                                    |  |                              |             |   |      |             |  
|Cash flows from financing activities:                                               |  |                              |             |   |      |             |  
|Net change in deposits                                                              |  |                              | 29,606,131  |   |      | 12,261,180  |  
|Net change in securities sold under agreements to repurchase                        |  |                              | 3,518,178   |   |      | (73,332     | )
|Proceeds from Federal Home Loan Bank advances                                       |  |                              | 10,000,000  |   |      |            |  
|Repayments of Federal Home Loan Bank advances                                       |  |                              |            |   |      | (5,000,000  | )
|Dividends paid                                                                      |  |                              | (190,163    | ) |      | (134,436    | )
|Proceeds from exercise of stock options                                             |  |                              | 483,851     |   |      | 456,589     |  
|Retirement of common stock                                                          |  |                              | (126,574    | ) |      | (426,847    | )
|                                                                                    |  |                              |             |   |      |             |  
|Net cash provided by financing activities                                           |  |                              | 43,291,423  |   |      | 7,083,154   |  
|                                                                                    |  |                              |             |   |      |             |  
|Increase in cash and cash equivalents                                               |  |                              | 20,067,856  |   |      | 3,688,286   |  
|Cash and cash equivalents at beginning of period                                    |  | $                            | 15,418,073  |   |      | 20,471,930  |  
|                                                                                    |  |                              |             |   |      |             |  
|Cash and cash equivalents at end of period                                          |  | $                            | 35,485,929  |   |      | 24,160,216  |  
|                                                                                    |  |                              |             |   |      |             |  
|Supplemental disclosure of cash flow information:                                   |  |                              |             |   |      |             |  
|Interest paid                                                                       |  | $                            | 2,305,464   |   |      | 1,658,396   |  
|                                                                                    |  |                              |             |   |      |             |  
|Income taxes paid                                                                   |  | $                            | 527,000     |   |      | 206,271     |  
|                                                                                    |  |                              |             |   |      |             |  

See accompanying notes to unaudited consolidated financial statements.



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CCF HOLDING COMPANY AND SUBSIDIARY

Notes to Consolidated Financial Statements

(Unaudited)

1.
Basis of Presentation

The consolidated financial statements for the three-month periods ended March 31, 2006 and 2005 are not audited and
reflect all adjustments (consisting only of normal recurring accruals) which are, in the opinion of management, necessary for a fair presentation of the financial position, operating results, and cash flows for the interim periods. Accordingly, they
do not include all information and disclosures required by generally accepted accounting principles for complete financial statements.

The results of
operations for the three-month period ended March 31, 2006 are not necessarily indicative of the results for the entire year ending December 31, 2006.

2. Stock Compensation Plans

Effective January 1, 2006, the Company adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 123(R), Share-Based Payment. SFAS No. 123(R) requires compensation expense to be
recognized for share-based payments over the vesting period based on the awards fair value at the date of grant. SFAS No. 123(R) also requires the benefits of tax deductions in excess of recognized compensation cost to be reported as a
financing cash flow, rather than as an operating cash flow as previously required.

The Company adopted SFAS 123(R) using the modified prospective
application; accordingly, the financial statements for periods prior to January 1, 2006, will not include compensation cost calculated under the fair value method. Under the modified prospective application, SFAS 123(R) applies to new awards
and to awards modified, repurchased or cancelled after the effective date. SFAS 123(R) also applies to awards granted prior to, but not yet vested, as of January 1, 2006, as if the fair value method required for pro forma disclosure under SFAS
123, Accounting for Stock Based Compensation, were in effect for expense recognition purposes. For the quarter ended March 31, 2006, the Company had determined that the expense was immaterial. The full expense will be recognized over the
next three quarters.

Prior to the adoption of SFAS No. 123(R), the Company accounted for stock-based compensation to employees and non-employee
members of the Board under the recognition and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to Employees,and related interpretations. No stock-based employee compensation cost was reflected in net earnings,
as all stock options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of the grant.

The following table illustrates the effect of net earnings and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123 to stock-based compensation for the quarter ended March 31, 2005:



|                                                                                                                            |  |               |          |  
|--------------------------------------------------------------------------------------------------------------------------- |  | ------------- | -------- | -
|                                                                                                                            |  | March 31,2005 |         
|Net earnings as reported                                                                                                    |  | $             | 795,391  |  
|Deduct: Total stock-based employee compensation expense determined under fair-value based method for all awards, net of tax |  |               | (168,475 | )
|                                                                                                                            |  |               |          |  
|Pro forma net earnings                                                                                                      |  | $             | 626,916  |  
|                                                                                                                            |  |               |          |  
|Basic earnings per share:                                                                                                   |  |               |          |  
|As reported                                                                                                                 |  | $             | 0.35     |  
|                                                                                                                            |  |               |          |  
|Pro forma                                                                                                                   |  | $             | 0.28     |  
|                                                                                                                            |  |               |          |  
|Diluted earnings per share:                                                                                                 |  |               |          |  
|As reported                                                                                                                 |  | $             | 0.33     |  
|                                                                                                                            |  |               |          |  
|Pro forma                                                                                                                   |  | $             | 0.26     |  
|                                                                                                                            |  |               |          |  



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The difference between the net earnings as reported and pro forma is the expense associated with the option grants, which
would have been earned in the period. This expense was calculated based on the number of options vested during the period multiplied by the fair value of the respective option at the time of grant, net of tax effect.

During the first three months of 2006 and 2005, the fair value of each option was estimated on the date of grant using the Black-Scholes options-pricing model with the
following weighted average assumptions:



|                                       |  |                             |         |   |      |   |         |  
|-------------------------------------- |  | --------------------------- | ------- | - | ---- | - | ------- | -
|                                       |  | Three Months EndedMarch 31, |        
|                                       |  | 2006                        |         |   | 2005 |  
|Weighted average grant date fair value |  | $                           | 5.27    |   |      | $ | 3.29    |  
|Risk-free interest rate                |  |                             | 4.21    | % |      |   | 4.27    | %
|Expected dividend yield                |  |                             | 1.58    | % |      |   | 1.30    | %
|Expected stock price volatility        |  |                             | 0.1520  |   |      |   | 0.2181  |  
|Expected life                          |  |                             | 7 years |   |      |   | 7 years |  

3. Accounting Policies

Reference is made to the accounting policies of the Company described in the notes to the consolidated financial statements contained in the Companys Annual Report
on Form 10-KSB for the fiscal year ended December 31, 2005, filed with the Securities and Exchange Commission.

4.
Reclassification

Certain amounts in the prior period financial statements have been reclassified to conform to the presentation used in the current
period unaudited consolidated financial statements.

5. Earnings per share

Basic earnings per share are based on the weighted average number of common shares outstanding during the period while the effects of potential shares outstanding during
the period are included in diluted earnings per share. The reconciliation of the amounts used in the computation of both basic earnings per share and diluted earnings per share for each period is presented as follows:

For the three-months ended March 31, 2006



|                                           |  |             |           |              |           |                 |   |       |  
|------------------------------------------ |  | ----------- | --------- | ------------ | --------- | --------------- | - | ----- | -
|                                           |  | NetEarnings |           | CommonShares |           | Per ShareAmount |  
|Basic earnings per share                   |  | $           | 1,063,614 |              | 2,407,496 |                 | $ | 0.44  |  
|Effect of dilutive common stock issuances: |  |             |           |              |           |                 |   |       |  
|Stock options                              |  |             |          |              | 72,861    |                 |   | (0.01 | )
|                                           |  |             |           |              |           |                 |   |       |  
|Diluted earnings per share                 |  | $           | 1,063,614 |              | 2,480,357 |                 | $ | 0.43  |  
|                                           |  |             |           |              |           |                 |   |       |  



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For the three-months ended March 31, 2005



|                                           |  |             |         |              |           |                 |   |       |  
|------------------------------------------ |  | ----------- | ------- | ------------ | --------- | --------------- | - | ----- | -
|                                           |  | NetEarnings |         | CommonShares |           | Per ShareAmount |  
|Basic earnings per share                   |  | $           | 795,391 |              | 2,264,927 |                 | $ | 0.35  |  
|Effect of dilutive common stock issuances: |  |             |         |              |           |                 |   |       |  
|Stock options                              |  |             |        |              | 159,650   |                 |   | (0.02 | )
|                                           |  |             |         |              |           |                 |   |       |  
|Diluted earnings per share                 |  | $           | 795,391 |              | 2,424,577 |                 | $ | 0.33  |  
|                                           |  |             |         |              |           |                 |   |       |  

6. Dividends Payable

On March 15, 2006, the Company declared a $0.085 dividend per share to shareholders of record on April 3, 2006, with a payment date of April 17, 2006.

7. Recent Accounting Pronouncements

Other accounting standards that have been issued or proposed by the FASB and other standard setting entities that do not require adoption until a future date are not expected to have a material impact on the
Companys consolidated financial statements upon adoption.

Item 2. Managements Discussion and Analysis or Plan of Operations

CCF Holding Company (the Company) may from
time to time make written or oral forward-looking statements, including statements contained in the Companys filings with the Securities and Exchange Commission (including this report on Form 10-QSB), in its reports to stockholders
and in other communications by the Company, which are made in good faith by the Company pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

These forward-looking statements involve risks and uncertainties, such as statements of the Companys plans, objectives, expectations, estimates and intentions,
that are subject to change based on various important factors, some of which are beyond the Companys control. The following factors, among others, could cause the Companys financial performance to differ materially from the plans,
objectives, expectations, estimates and intentions expressed in such forward-looking statements: the strength of the United States economy in general and the strength of the local economies in which the Company conducts operations; the effects of,
and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System; inflation; interest rate, market and monetary fluctuations; the timely development of and
acceptance of new products and services of the Company and the perceived overall value of these products and services by users, including the features, pricing and quality compared to competitors products and services; the willingness of users
to substitute competitors products and services for the Companys products and services; the success of the Company in gaining regulatory approval of its products and services, when required; the impact of changes in financial
services laws and regulations, including laws concerning taxes, banking, securities and insurance; technological changes and acquisitions; managing credit risk; changes in consumer spending and saving habits; the impact of the war on
terrorism; and the success of the Company at managing the risks involved in the foregoing.

The Company cautions that these important factors are not
exclusive. The Company does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of the Company.

Comparison of Financial Condition at March 31, 2006 and December 31, 2005

Assets - The Companys total assets increased $44.3 million between December 31, 2005, and March 31, 2006. Net loans receivable increased $22.8 million to
$302.8 million at March 31, 2006, from $280.0 million at



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##### Table of Contents

December 31, 2005. The Companys loan growth includes approximately $13.1 million in commercial and commercial
real estate loans, $7.0 million in construction real estate loans, and $3.0 million in acquisition and development loans. A decrease in the outstanding balances of indirect and other consumer loans of $261,000 offset a portion of the growth in the
portfolio. Loan demand remains strong in our market.

Cash and cash equivalents increased $20.0 million during the quarter, including an increase in
federal funds sold of $15.6 million. This was a result of increased deposit account balances, discussed below.

Premises and equipment increased $250,000
due to the renovation of the existing operations center. This was done to increase capacity at the facility.

Liabilities - Total deposits during the three
months ended March 31, 2006, grew to $341.9 million, an increase of $29.6 million from $312.3 million at December 31, 2005. Deposit growth in transaction accounts, which include non-interest bearing demand deposit accounts, NOW accounts
and money market accounts, increased to $189.1 million, an increase of $12.1 million from $177.0 million at December 31, 2005. Heritage Bank, a commercial bank chartered by the State of Georgia and a wholly owned subsidiary of the Company (the
Bank), continues to stress transaction account growth in its marketing strategy which is directed primarily toward small business customers. Average balances of non-interest bearing accounts increased from $38 million in 2005 to $43
million in 2006. Repurchase accounts, used by small businesses as a cash management tool, increased during the period by $3.5 million from $3.9 million at December 31, 2005, to $7.4 million at March 31, 2006.

Time deposits increased during the three-month period from $129.3 million at December 31, 2005, to $146.9 million at March 31, 2006, an increase of $17.6
million. This increase was needed to fund loan growth and improve the Banks liquidity position. Certificates of deposit totaling $14.2 million were generated nationally through the internet from financial institutions. These certificates are
of one year or less in maturity and provide funding at 5.00%, which is comparable to local certificate campaigns.

Shareholders Equity -
Shareholders equity increased $1.1 million, from $24.2 million at December 31, 2005, to $25.3 million at March 31, 2006. This increase was the result of net earnings of $1,064,000 in the first quarter of 2006 and cash received for
the exercise of stock options totaling $357,000 and is partially offset by the declaration of a $0.085 per share dividend totaling $206,000. The remainder of the offset is a reflection of the change in the fair value of the Banks
available-for-sale investment securities portfolio, which affects accumulated other comprehensive income. The ratio of shareholders equity as a percentage of total assets was 6.2% at March 31, 2006, and 6.6% at December 31, 2005.
Book value per share increased from $10.20 at December 31, 2005, to $10.49 at March 31, 2006.

Comparison of
Operating Results for the Three months Ended March 31, 2006 and March 31, 2005

Net Earnings - The Company had net earnings of $1,064,000 for the
three-month period ended March 31, 2006, compared to net earnings of $795,000 in the same three-month period in 2005. This represents an increase in net earnings of $269,000, or 33.7%. Included in the period ending March 31, 2005, is a
pre-tax gain on sale of SBA loans of $320,000. This type of income distorts quarterly earnings because the gains may be booked in different periods from year to year. Gains on sales of SBA loans are a part of the normal course of business for the
Bank, and as such, should be compared as a part of annual earnings. The first quarter of 2006 had a loss on a write-down of other real estate owned of $201,500. The write-down was performed in order to reduce the carrying value of the property to
its contracted sales price.

Net Interest Income - Net interest income for the three-month period ended March 31, 2006, increased from $3.3 million in
2005, to $4.4 million.

Interest income increased for the period $1.7 million, from $5.0 million at March 31, 2005, to $6.7 million at March 31,
2006. This increase is primarily due to the increase in interest rates during the period.

Interest expense increased $639,000 from $1.7 million in the
period ending March 31, 2005, to $2.3 million for the three-month period ended March 31, 2006. The increase is due to the repricing at higher rates of deposit accounts coinciding with the increases in federal funds rates. The average rate
paid for these deposits increased from 2.85% for the period ending March 31, 2005, to 3.66% for the period ending March 31, 2006.



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During the first quarter, the increase in the yield on earning assets outpaced the increase in the cost of funds for the
Bank. With a positive gap, the Bank experiences an increase in net interest income during a rising rate environment, in the short term.

Provision for Loan
Losses - The Banks provision for loan losses for the three-month period ended March 31, 2006, was $185,000 as compared to a provision of $135,000 in the period ending March 31, 2005. The loan loss reserve balance at March 31,
2006, was $3.6 million, or 1.17% of loans outstanding. For the period ending March 31, 2005, the loan loss reserve was $3.3 million, or 1.22% of loans outstanding. Based on the Banks internal calculation the allowance for loan losses is
adequate. Management will continue to monitor and adjust the allowance provision as necessary during the year based on growth in the loan portfolio, loss experience, workout of non-performing loans, financial condition of borrowers, and continued
monitoring of local economic conditions, as well as any other external factors.

Non-performing loans totaled $828,000 at March 31, 2006, which
equaled 0.27% of loans outstanding. This compares to $632,000, or 0.24%, at March 31, 2005. At March 31, 2006, nonperforming loans included two loans secured by commercial real estate totaling $770,000. Since quarter end, the property
securing these loans was sold and the buyer assumed the debt, resulting in recovery of all interest due and returning the loans to accrual status.

Non-performing assets were at $2.8 million on March 31, 2006. This balance includes real estate owned valued at $2.0 million secured by commercial real estate. The remaining balance, $828,000, is discussed above in non-performing
loans.

Other Income  Other income for the period ending March 31, 2006, $529,000, is less than other income for the same period in 2005. Other
income for the three-month period ending March 31, 2005, included a net gain pre-tax of $320,000 on the sale of SBA loans. This type of income distorts quarterly earnings because the gains may be booked in different periods from year to year.
Gains on sales of SBA loans are a part of the normal course of business for the Bank, and as such, should be compared as a part of annual earnings.

Service charges on deposit accounts increased for the period ending March 31, 2006 by $79,000, or 29.7%, from $267,000 at March 31, 2005 to $347,000 at March 31, 2006. The increase is attributed to an 18.7% increase in the
number of non-interest bearing demand deposit accounts. In addition, the Bank implemented an overdraft protection program during the second quarter of 2005, which has increased service charge income.

Other Expenses - Other expenses for the three-month period ended March 31, 2006, increased $413,000, or 15.0%, from $2.7 million for the three-month period ended
March 31, 2005, to $3.2 million for the same period in 2006. Of this increase, $201,500 was the write-down on real estate owned discussed earlier. Salaries and employee benefits increased to $1.8 million for the three-month period ended
March 31, 2006, compared to $1.7 million during the same three-month period in 2005, an increase of $135,000, or 7.9%. Annual salary increases and related tax expenses account for the increase.

Liquidity - The Banks short-term liquidity was 16.3% on March 31, 2006. The Bank is required to maintain minimum levels of liquid assets as defined by the
State of Georgia and the Federal Deposit Insurance Corporation regulations. The Bank continues to search for deposits and other means of meeting its loan demand. The Bank adjusts its liquidity level as appropriate to meet its asset/liability
objectives. The primary sources of funds are deposits, amortization and prepayments of loans and mortgage-backed securities, maturity of investments, and funds provided from operations. As an alternative to supplement liquidity needs, the Bank has
the ability to borrow from the Federal Home Loan Bank of Atlanta and other correspondent banks. These commitments totaled $51.0 million at March 31, 2006, with $20.0 million drawn. Scheduled loan amortization and maturing investment securities
are a relatively predictable source of funds, however, deposit flow and loan prepayments are greatly influenced by, among other things, market interest rates, economic conditions, and competition. The Banks liquidity, represented by cash, cash
equivalents, and unpledged securities available-for-sale, is a product of its operating, investing, and financing activities.



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Capital Ratios  Quantitative measures established by regulation to ensure capital adequacy require the Company and
the Bank to maintain minimum amounts and ratios of total and Tier 1 capital to risk-weighted assets, and of Tier 1 capital to average assets. As of March 31, 2006, the most recent notification from the Federal Deposit Insurance Corporation
categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the Banks capital category.

As of March 31, 2006, total risk based capital ratios were 10.29% for the Bank and 11.13% for the consolidated company. Tier 1 capital to risk weighted assets was
9.24% for the Bank and 9.42% for the consolidated company. The Tier 1 capital to average asset ratio (leverage ratio) was 8.38% for the Bank and 8.63% for the consolidated company.

Item 3. Controls and Procedures

Within the 90-day period prior to the date of this report, the Company, under the supervision
and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the Companys disclosure controls and procedures as
defined in Exchange Act Rule 13a  15(e). The design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of future events. There can be no assurance that any design will succeed in achieving
its stated goals under all potential future conditions, regardless of how remote. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective as of
March 31, 2006 in ensuring that material information relating to the Company, including our consolidated subsidiaries, is made known to them by others within those entities, particularly during the period in which this quarterly report was
being prepared. There were no significant changes in our internal controls or in other factors during the fiscal quarter ended March 31, 2006 that have materially affected or are reasonable likely to materially affect these controls subsequent
to the date of the evaluation.



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##### Table of Contents

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds



| | (a) | Not applicable.
| | --- | ---------------



| | (b) | Not applicable.
| | --- | ---------------



| | (c) | The following table sets forth the Companys repurchases of its common equity during the first quarter of 2006:
| | --- | ---------------------------------------------------------------------------------------------------------------



|                                     |  |                                   |  |                            |       |                                                                              |   |                                                                                                          |  
|------------------------------------ |  | --------------------------------- |  | -------------------------- | ----- | ---------------------------------------------------------------------------- | - | -------------------------------------------------------------------------------------------------------- | -
|Period                               |  | Total Numberof SharesPurchased(1) |  | AveragePrice Paidper Share |       | Total Number ofShares Purchased asPart of PubliclyAnnounced Plans
orPrograms |   | Maximum Number (orApproximate DollarValue) of Shares that MayYet Be Purchased
Underthe Plans or Programs
|January 1, through January 31, 2006  |  | 6,977                             |  | $                          | 18.13 |                                                                              |  |                                                                                                          | 
|February 1 through February 28, 2006 |  |                                  |  |                            |      |                                                                              |  |                                                                                                          | 
|March 1 through March 31, 2006       |  |                                  |  |                            |      |                                                                              |  |                                                                                                          | 
|Total                                |  | 6,977                             |  | $                          | 18.13 |                                                                              |  |                                                                                                          | 

---

|(1) | The Company repurchased the shares indicated from certain participants in the Companys Stock Option Plan. The purchases were made pursuant to the terms of the Stock Option
Plan and such purchases were not made pursuant to a publicly announced plan or program.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.

Item 6. Exhibits



| | (a) | Exhibits
| | --- | --------



|     |  |                                                                                                                                                   
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|31.1 |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                               
|     | 
|31.2 |  | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                               
|     | 
|32.1 |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|     | 
|32.2 |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



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CCF HOLDING COMPANY AND SUBSIDIARY

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

CCF HOLDING COMPANY



|                   |  |     |  |                        
|------------------ |  | --- |  | -----------------------
|Date: May 12, 2006 |  | BY: |  | /s/ David B. Turner    
|                   |  |     |  | David B. Turner        
|                   |  |     |  | President and          
|                   |  |     |  | Chief Executive Officer
|                   |  |    
|Date: May 12, 2006 |  | BY: |  | /s/ Mary Jo Rogers     
|                   |  |     |  | Mary Jo Rogers         
|                   |  |     |  | Sr. Vice President and 
|                   |  |     |  | Chief Financial Officer



12