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UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




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FORM 10-K/A

|   |  |                                                                                             
|-- |  | --------------------------------------------------------------------------------------------
|þ  |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR
    15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|   |  | For the Fiscal Year Ended December 31,
    2005                                             
|  
|  
|  
|  
|OR
|  
|o  |  | TRANSITION REPORT PURSUANT TO SECTION 13
    OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number

UNITED HERITAGE BANKSHARES OF FLORIDA,
INC.

(Name of Small Business Issuer in its
charter)


|                                                                                                  |  |                                         
|------------------------------------------------------------------------------------------------- |  | ----------------------------------------
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|Florida                                                                                           |  | 04-3691059                              
|(State or other jurisdiction
    of incorporation or organization)                                |  | (I.R.S. Employer
    Identification No.)
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|                                                                                                 
|1411 Edgewater Drive, Suite 100,
    Orlando, Florida(Address of principal executive
    offices) |  | 32804(Zip Code)                         

Issuers telephone number, including area
code:

(407) 712-6151


Securities registered pursuant to
Section 12(b) of the Act:

None


Securities registered pursuant to
Section 12(g) of the Act:

Common Stock, par value $0.01 per
share

(Title of Class)


Indicate by check mark if the Registrant is a
well-known seasoned issuer, as defined in Rule 405 of the
Securities
Act:    YES o        NO þ

Indicate by check mark if the Registrant is not
required to file reports pursuant to Section 13 or 15(d) of
the Exchange
Act:    o

Check whether the issuer has (1) filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the past 12 months
(or for such shorter period that the issuer was required to file
such reports), and (2) has been subject to such filing
requirements for the past
90 days:    YES þ        NO o

Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be
contained, to the best of issuers knowledge, in definitive
proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this
Form 10-K:    þ

Indicate by check mark whether the Registrant is
a large accelerated filer, an accelerated filer, or a
non-accelerated filer (as defined in Rule 12b-2 of the
Exchange Act):    Large Accelerated
Filer o        Accelerated
Filer o        Non-accelerated
Filer þ

Indicate by check mark whether the Registrant is
a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes o        No þ

The aggregate market value of the Common Stock of
the issuer held by non-affiliates of the issuer
(3,374,306 shares) on June 30, 2005, was approximately
$47,240,284. As of such date, no organized trading market
existed for the Common Stock of the issuer. The aggregate market
value was computed by reference to the $14 per share amount
at which shares were sold during a private placement offering in
March 2005. For the purposes of this response, directors,
executive officers and holders of 5% or more of the
issuers Common Stock are considered the affiliates of the
issuer at that date.

As of February 28, 2006, there were issued
and outstanding 4,871,908 shares of the issuers
Common Stock.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for the Annual
Meeting of Shareholders to be held on April 5, 2006 to be
filed with the Securities and Exchange Commission pursuant to
Regulation 14A within 120 days of the issuers
fiscal year end are incorporated by reference into Part II
and Part III of this Annual Report on Form 10-K.



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Explanatory Note:

This Amendment No. 1 on Form 10K/A to the United
Heritage Bankshares of Florida, Inc. Annual Report on Form 10K
for the fiscal year ending December 31, 2005 filed with the
Securities and Exchange Commission on March 7, 2006 is being
filed solely to include the Independent Auditors Report (Page
F-1) which was inadvertently omitted from the initial Form 10-K.
There are no other changes from the initial Form 10-K filing.



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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Shareholders

United Heritage Bankshares of Florida, Inc.


Orlando, Florida


We have audited the accompanying consolidated
balance sheets of United Heritage Bankshares of Florida, Inc.
and Subsidiary as of December 31, 2005 and 2004, and the
related consolidated statements of income, shareholders
equity, and cash flows for each of the three years in the period
ended December 31, 2005. These financial statements are the
responsibility of the Companys management. Our
responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the consolidated financial
statements referred to above present fairly, in all material
respects, the financial position of United Heritage Bankshares
of Florida, Inc. and its Subsidiary as of December 31, 2005
and 2004, and the results of their operations and their cash
flows for each of the three years ended December 31, 2005,
in conformity with U.S. generally accepted accounting principles.



| |                            
| | ---------------------------
| | OSBURN, HENNING AND COMPANY

Orlando, Florida

March 7, 2006


F-1



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SIGNATURES

Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the Registrant has
caused this Amendment No. 1 to Form 10-K report to be duly
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Orlando, State of Florida, on the 8th
day of March, 2006.



| |                                       
| | --------------------------------------
| | UNITED HERITAGE BANKSHARES OF         
| | FLORIDA, INC.                         
|
| | /s/David G.
    Powers                
| |                                       
| | President and Chief Executive Officer 
|
| | /s/ Shirley L. Tyler                  
| |                                       
| | Executive Vice President and Treasurer





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Pursuant to the requirements of the Securities
Exchange Act of 1934, this Amendment No. 1 to Form 10-K report
has been signed below by the following persons on behalf of the
Registrant and in the capacities and on March  8, 2006.

|                                           |  |          |  | 
|------------------------------------------ |  | -------- |  | 
|                                           |  |         
|Signature                                  |  | Title   
|                                           |  |          | 
|                                          
|/s/ James L. HewittJames L. Hewitt         |  | Director
|                                          
|/s/ David G. PowersDavid G. Powers         |  | Director
|                                          
|/s/ J. Michael HattawayJ. Michael Hattaway |  | Director
|                                          
|/s/ Vincent S. HughesVincent S. Hughes     |  | Director
|                                          
|/s/ Randy O. BurdenRandy O. Burden         |  | Director





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United Heritage Bankshares of Florida, Inc.

Form 10-K


For Fiscal Year Ending December 31, 2005


EXHIBIT INDEX

|        |      |         |  |                                                                                                         
|------- | ---- | ------- |  | --------------------------------------------------------------------------------------------------------
|Exhibit |      |        
|No.     |      | Exhibit
|       
|       
|        | 13.1 |         |  | Financial Statements of United Heritage
    Bankshares of Florida, Inc. and Subsidiary                  
|        | 21.1 |         |  | Subsidiaries of the Registrant                                                                          
|        | 23.1 |         |  | Consent of Osburn, Henning and Company                                                                  
|        | 31.1 |         |  | Certification of President and Chief Executive
    Officer under §302 of the Sarbanes-Oxley Act of 2002 
|        | 31.2 |         |  | Certification of Executive Vice President and
    Treasurer under §302 of the Sarbanes-Oxley Act of 2002
|        | 32.1 |         |  | Certification of President and Chief Executive
    Officer under §906 of the Sarbanes-Oxley Act of 2002 
|        | 32.2 |         |  | Certification of Executive Vice President and
    Treasurer under §906 of the Sarbanes-Oxley Act of 2002