EXHIBIT 31.2

                     CERTIFICATE OF CHIEF FINANCIAL OFFICER


I, Rhonda C. Massengill, the Chief Financial Officer, of North Georgia Community
Financial  Partners,  Inc.,  (the  small  business  issuer)  certify  that:

1.   I  have  reviewed  this  quarterly  report  on form 10-QSB of North Georgia
     Community  Financial  Partners,  Inc.;

2.   Based on my knowledge, this 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
     report;

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included  in  this  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
     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  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 subsidiaries,
               is made known to us by others within those entities, particularly
               during  the  period  in  which  this  report  is  being prepared;

          (b)  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

          (c)  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  control  over  financial  reporting.

     Dated this 13th day of August 2004.

                              /s/  Rhonda  C.  Massengill
                              ---------------------------
                              Rhonda  C.  Massengill
                              Chief  Financial  Officer


                                      -17-
<PAGE>