UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-K/A (Amendment No. 1)  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the fiscal year ended December 31, 2005 Commission File Number 000-22787  FOUR OAKS FINCORP, INC. (Exact name of registrant as specified in its charter)  North Carolina56-2028446(State or other jurisdiction of
incorporation or organization)(IRS Employer Identification Number)  6114 U.S. 301 South
Four Oaks, North Carolina27524(Address of principal executive offices)(Zip Code)  (919) 963-2177Registrants telephone number, including area code:  Securities registered under Section 12(b) of the Act: NONE Securities registered under Section 12(g) of the Act:  Common Stock, par value $1.00 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  ̈ No x  Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  ̈ No x  Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for 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:  SYES   £NO  Indicate by check mark whether 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 the registrant'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. S  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act: Large accelerated filer  £ Accelerated filer £ Non-accelerated filer  S  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): £YES   SNO 72,548,403 (Aggregate value of voting and non-voting common equity held by non-affiliates of the registrant based on the price at which the registrants Common Stock, par value $1.00 per share was sold on June 30, 2005)  4,408,027 (Number of shares of Common Stock, par value $1.00 per share, outstanding as of March 15, 2006) Documents Incorporated by Reference
(1)  Proxy Statement for the 2006 Annual  Meeting of Shareholders to be held April 24, 2006Where Incorporated
Part III   1     Explanatory Note  Four Oaks Fincorp, Inc. (the company) is filing this Amendment No. 1 to Form 10-K for the year ended December 31, 2005 and will file an amendment to Form 10-Q for the period ended March 31, 2006, to amend and restate financial statements and other financial information filed with the Securities and Exchange Commission (SEC). These amendments are being filed to correct errors in the originally filed Form 10-K and Form 10-Q related to the companys derivative accounting under Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities(SFAS No. 133).  Since late in 2003, the company has entered into interest rate swap agreements to hedge the interest rate risk inherent in certain of its brokered certificates of deposit.  From inception, the company has applied a method of fair value hedge accounting under SFAS No. 133 (the "short-cut method) that is appropriate if the hedging transactions are perfectly effective.  However, after further examination in light of recent developments and discussions with its independent registered public accounting firm, Dixon Hughes PLLC, the company and its Audit Committee concluded that the swap transactions did not qualify for the short-cut method and documentation regarding these transactions did not meet the technical requirements of SFAS No. 133.  Therefore, any fluctuations in the market value of these interest rate risk management derivatives should have been recorded through the companys income statement.  There is no effect on the companys cash flows from these revisions.  Although these swaps have performed as expected, by providing an economic hedge against interest rate risk, the company determined that it did not have adequate documentation at the inception of the interest rate swap agreements to qualify for hedge accounting treatment under SFAS No. 133.  Except as otherwise specifically noted, all information contained herein is as of December 31, 2005 and does not reflect any events or changes that have occurred subsequent to that date. We are not required to update and we have not updated any forward-looking statements previously included in the Form 10-K filed on March 30, 2006.   The impact of this non-cash restatement (in thousands) on net income is summarized below.  Year 
Ended December 31, 2005Three Months Ended 
March 31, 
2005Three Months Ended 
June 30, 
2005Three Months Ended September 30, 2005Three Months Ended December 31, 2005Interest Expense$166$92$72$28$(26)Net interest income(166)(92)(72)(28)26Net interest income after provision for loan losses(166)(92)(72)(28)26Gain (loss) on hedges, net(397)(289)433(379)(162)Total non-interest income(397)(289)433(379)(162)Income before income taxes(563)(381)361(407)(136)Provision for income taxes(217)(147)139(157)(52)Net Income$(346)$(234)$222$(250)$(84)Net income per sharesBasic$(0.08)$(0.05)$0.05$(0.06)$(0.02)Diluted$(0.08)$(0.05)$0.05$(0.06)$(0.02)    This Amendment No. 1 on Form 10/K-A to the Annual Report for the fiscal year end December 31, 2005 amends Items 1 and 1A of Part I, and Items 6, 7, 7A and 8 of Part II.  For additional information on the restatement see Note A  Restatement of Previously Issued Financial Statements, in the Notes to Consolidated Financial Statements.  The remaining Items contained within this Amendment No. 1 to Annual Report on Form 10-K/A consist of all other Items originally contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2005, filed with the Securities and Exchange Commission on March 30, 2006.  This Form 10-K/A does not reflect events occurring after the filing of the original Form 10-K, nor modify or update those disclosures in any way other than as required to reflect the effects of the restatement.  2     The company has not amended its Quarterly Reports on Form 10-Q for the periods affected by the restatement adjustments prior to December 31, 2005, and accordingly the financial statements and related financial information contained in such reports should not be relied upon.   Forward Looking Information  Information set forth in this Annual Report on Form 10-K under the caption Business and Managements Discussion and Analysis of Financial Condition and Results of Operations contains various forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which statements represent our judgment concerning the future and are subject to risks and uncertainties that could cause our actual operating results and financial position to differ materially. Such forward looking statements can be identified by the use of forward looking terminology, such as may, will, expect, anticipate, estimate, or continue or the negative thereof or other variations thereof or comparable terminology.  We caution that any such forward looking statements are further qualified by important factors that could cause our actual operating results to differ materially from those in the forward looking statements, including, without limitation, the effects of future economic conditions, governmental fiscal and monetary policies, legislative and regulatory changes, the risks of changes in interest rates on the level and composition of deposits, the effects of competition from other financial institutions, the failure of assumptions underlying the establishment of the allowance for possible loan losses and  the low trading volume of our common stock and the risks discussed in Item 1A. Risk Factors below.  PART I  Item 1 - Business.  Four Oaks Bank & Trust Company (referred to herein as the bank) was incorporated under the laws of the State of North Carolina in 1912. On February 5, 1997, the bank formed Four Oaks Fincorp, Inc. (referred to herein as the company; references herein to we, us and our refer to the company and its consolidated subsidiaries, unless the context otherwise requires) for the purpose of serving as a holding company for the bank. The company has no significant assets other than cash, the capital stock of the bank and its membership interest in Four Oaks Mortgage Services, L.L.C., as well as, $668,000 in securities available for sale.  Our corporate offices and banking offices are located in eastern North Carolina in the counties of Johnston (our corporate headquarters), Wake, Sampson, Lee and Duplin counties.  As of December 31, 2005, we had assets of $522.9 million, net loans outstanding of $392.1 million and deposits of $398.3 million.  We have enjoyed considerable growth over the past five (5) years as evidenced by a 102.4% increase in assets, a 104.5% increase in net loans outstanding, and an 83.8% increase in deposits since December 31, 2000.   We had net income of $5.0 million and $4.4 million and basic earnings per share of $1.15 and $1.03 for the years ended December 31, 2005 and 2004, respectively.   Net income of $2.9 million and basic earnings per share of $.70 were recorded for the year ended December 31, 2003.  The bank continues to remain a community-focused bank engaging in general commercial banking business to the communities we serve in Johnston, Wake, Sampson, Lee and Duplin counties of North Carolina. The bank provides a full range of banking services, including such services as checking accounts; savings accounts; individual retirement accounts; NOW accounts; money market accounts; certificates of deposit; a student checking and savings program; loans for businesses, agriculture, real estate, personal uses, home improvement and automobiles; mortgage loans; equity lines of credit; credit cards; safe deposit boxes; electronic funds transfer services, including wire transfers; internet banking and bill pay services; telephone banking; cashiers checks; travelers checks; and free notary services to all bank customers. The bank also provides financial services, offering a complete line of insurance and investment services, including financial strategies, mutual funds, annuities, insurance, stock brokerage, IRAs, discount brokerage services, employee benefit plans, 401(k)s and simplified employee pension plans.  In addition, the bank provides its customers access to automated teller machines (ATMs) through its own ATMs throughout its communities served as well as access to worldwide ATMs for cash withdrawals through the services of the Star, Cirrus, or Visa networks by using ATM or Visa check cards.  The Visa check cards may also be used at merchant locations worldwide through the Star, Cirrus, or Visa networks.  In 2003, the bank began issuing stored value cards which are marketed by independent sales organizations and provide access to funds through the Visa, Plus, Interlink, Mastercard, Maestro, Cirrus, and Star networks.  At present, the bank does not provide the services of a trust department.  The bank maintains a website at www.fouroaksbank.comwhere our periodic reports on Form 10-Q and 10-K and our current reports on Form 8-K are available under Investor Relations.   The company is registered as a bank holding company with the Federal Reserve System.  The bank is a state-chartered member of the Federal Reserve System and the Federal Deposit Insurance Corporation (the FDIC) insures its deposits up to applicable limits.  Our corporate offices are located at 6114 US  3     301 South, Four Oaks, North Carolina, 27524.  Our common stock is traded on the OTC Bulletin Board under the symbol FOFN.  Our market area is concentrated in the eastern North Carolina counties of Johnston, Wake, Sampson, Lee and Duplin.  Johnston County is contiguous to Wake, Wayne, Wilson, Harnett, Sampson and Nash counties. Wake County is contiguous to Johnston, Durham, Harnett, Nash, Franklin, Granville and Chatham counties.  Sampson County is contiguous to Duplin, Pender, Bladen, Harnett, Cumberland, Johnston, and Wayne counties. Lee County is contiguous to Chatham, Moore and Harnett counties. Duplin County is contiguous to Pender, Sampson, Wayne, Lenoir, Jones and Onslow counties.  From its headquarters located in Four Oaks and its twelve locations in Four Oaks, Clayton, Smithfield, Garner, Benson, Fuquay-Varina, Wallace,  Holly Springs, Harrells and a loan production office in Sanford, the bank serves a major portion of Johnston County, part of Wake, Harnett, Duplin, Sampson and Lee counties.  In addition, in January 2006, the bank opened a loan production office in Zebulon, located in Wake County.  Johnston County has a diverse economy and is not dependent on any one particular industry.  The leading industries in the area include retail trade, manufacturing, pharmaceuticals, government, services, construction, wholesale trade and agriculture. The population for Johnston County in 2004 was estimated in excess of 141,000.  As of June 2005, the bank ranked second in deposit market share for Johnston County at 25%.  The bank is a community bank engaged in general commercial banking business.  In Four Oaks, the main office is located at 6144 US 301 South and an additional branch is located at 111 North Main Street. The bank also operates North Carolina branch offices in Clayton at 102 East Main Street, two in Smithfield at 128 North Second Street, and 403 South Brightleaf Boulevard, one in Garner at 200 Glen Road, one in Benson at 200 East Church Street, one in Fuquay-Varina at 325 North Judd Parkway Northeast, one in Wallace at 406 East Main Street, one in Holly Springs at 101 Avent Ferry Road, and one in Harrells at 590 Tomahawk Highway.  In addition, the bank has a loan production office at 1100 South Horner Boulevard, Sanford, North Carolina.  The bank plans to transition the Sanford loan production office to a full service banking office by mid-year 2006.  In January 2006, the bank opened a loan production office in Zebulon, North Carolina which it plans to expand to a full service office in March 2006.  The majority of the banks customers are individuals and small to medium-size businesses located in Johnston, Wake, Sampson, Lee and Duplin counties and surrounding areas. The deposits and loans are well diversified with no material concentration in a single industry or group of related industries. There are no seasonal factors that would have any material adverse effect on the banks business, and the bank does not rely on foreign sources of funds or income.  In an effort to offer a more diversified and competitive product line to better serve our customers and community, in 2003 we discontinued our provision of secondary market-type mortgages through the bank and, through a joint venture with Centex Corporation, formed Four Oaks Mortgage Company, L.P.  Since 2003, Four Oaks Mortgage Company, L.P. has provided secondary market-type mortgages and has been the vehicle through which all of our mortgage business is run.  Four Oaks Mortgage Company, L.P. is owned 49.99% by our wholly-owned subsidiary, Four Oaks Mortgage Services, L.L.C., and 50.01% by its general partner, CTX Mortgage Ventures, LLC, a wholly-owned indirect subsidiary of Centex Corporation.  Amounts spent on research activities relating to the development or improvement of services have been immaterial over the past two years. At December 31, 2005, the bank employed 135full time equivalent employees.   Our employees are extremely important to our continued success and the bank considers its relationship with its employees to be good.  Management continually seeks ways to improve upon their benefits and well being.   The following table sets forth certain of our financial data and ratios for the years ended December 31, 2005, 2004 and 2003. This information should be read in conjunction with and is qualified in its entirety by reference to the more detailed audited financial statements and notes thereto included in this report:  200520042003(As Restated)(See Note A)(In thousands, except ratios)Net income$5,003$4,375$2,918Average equity capital accounts$39,613$35,135$32,341Ratio of net income to average equity capital accounts12.63 %12.45 %9.02 %Average daily total deposits$355,214$295,524$255,038Ratio of net income to average daily total deposits1.41 %1.48 %1.14 %  4      Average daily loans (gross)$351,103$298,783$249,240Ratio of average daily loans to average daily total deposits98.84 %101.10 %97.73 %  Competition  Commercial banking in North Carolina is extremely competitive due in large part to statewide branching. As a result, many commercial banks have branches located in several communities. The bank competes in its market area with some of the largest banking organizations in the state and the country and other financial institutions, such as federally and state-chartered savings and loan institutions. At June 2005, we operated branches in Johnston, Wake, Sampson, Duplin, Harnett and Lee counties, North Carolina. At that time in Johnston County, North Carolina, the banks primary market, there were a total of approximately $1.1 billion in deposits and 36 branches represented by the top ten financial institutions in the county based on deposit share, all commercial banks. The bank operated six of the 36 branches with deposits of $270.4million, placing the bank second in the top ten based on deposit share.  Many of the banks competitors have broader geographic markets and higher lending limits than those of the bank and are also able to provide more services and make greater use of media advertising.  Therefore, in our market area, the bank has significant competition for deposits and loans from other depository institutions.  Other financial institutions such as credit unions, as well as consumer finance companies, mortgage companies and other lenders engaged in the business of extending credit with varying degrees of regulatory restrictions also compete in our market area. Additionally, credit unions have been permitted to expand their membership criteria and expand their loan services to include traditional bank services such as commercial lending creating a greater competitive disadvantage to tax-paying financial institutions.  The enactment of legislation authorizing interstate banking has caused great increases in the size and financial resources of some of the banks competitors. See Holding Company Regulation below for a description of this legislation.  In addition, as a result of interstate banking, out-of-state commercial banks may acquire North Carolina banks and heighten the competition among banks in North Carolina.  Although the competition in its market areas is expected to continue to be significant, the bank believes that it has certain competitive advantages that distinguish it from its competition. The bank believes that its primary competitive advantages are its strong local identity, its affiliation with the community and its emphasis on providing specialized services to small and medium-sized business enterprises, as well as professional and upper-income individuals. The bank offers customers modern, high-tech banking without forsaking community values such as prompt, personal service and friendliness. The bank offers many personalized services and attracts and retains customers by being responsive and sensitive to their individualized needs.  The bank also relies on goodwill and referrals from our shareholders and the banks satisfied customers, as well as traditional media, to attract new customers.  To enhance a positive image in the community, the bank supports and participates in local events and its officers and directors serve on boards of local civic and charitable organizations.  5     Governmental Regulation  Holding companies, banks and many of their non-bank affiliates are extensively regulated under both federal and state law. The following is a brief summary of certain statutes, rules and regulations affecting us and the bank.  This summary is qualified in its entirety by reference to the particular statutory and regulatory provisions referred to below and is not intended to be an exhaustive description of the statutes or regulations applicable to the business of the company or bank. Supervision, regulation and examination of the company and the bank by bank regulatory agencies is intended primarily for the protection of the banks depositors rather than the companys shareholders.  Holding Company Regulation  General.  Four Oaks Fincorp, Inc. is a holding company registered with the Board of Governors of the Federal Reserve System under the Bank Holding Company Act of 1956 (the BHCA). As such, we are subject to the supervision, examination and reporting requirements contained in the BHCA and the regulation of the Federal Reserve. The bank is also subject to the BHCA. The BHCA requires that a bank holding company obtain the prior approval of the Federal Reserve before (i) acquiring direct or indirect ownership or control of more than five percent of the voting shares of any bank, (ii) taking any action that causes a bank to become a subsidiary of the bank holding company, (iii) acquiring all or substantially all of the assets of any bank or (iv) merging or consolidating with any other bank holding company.  The BHCA generally prohibits a bank holding company, with certain exceptions, from engaging in activities other than banking, or managing or controlling banks or other permissible subsidiaries, and from acquiring or retaining direct or indirect control of any company engaged in any activities other than those activities determined by the Federal Reserve to be closely related to banking, or managing or controlling banks, as to be a proper incident thereto. In determining whether a particular activity is permissible, the Federal Reserve must consider whether the performance of such an activity can reasonably be expected to produce benefits to the public, such as greater convenience, increased competition or gains in efficiency, that outweigh possible adverse effects, such as undue concentration of resources, decreased or unfair competition, conflicts of interest or unsound banking practices. For example, banking, operating a thrift institution, extending credit or servicing loans, leasing real or personal property, providing securities brokerage services, providing certain data processing services, acting as agent or broker in selling credit life insurance and certain other types of insurance underwriting activities have all been determined by regulations of the Federal Reserve to be permissible activities.  Pursuant to delegated authority, the Federal Reserve Bank of Richmond has authority to approve certain activities of holding companies within its district, including us, provided the nature of the activity has been approved by the Federal Reserve. Despite prior approval, the Federal Reserve has the power to order a holding company or its subsidiaries to terminate any activity or to terminate its ownership or control of any subsidiary when it believes that continuation of such activity or such ownership or control constitutes a serious risk to the financial safety, soundness or stability of any bank subsidiary of that bank holding company.  Financial Holding Companies.  The Gramm-Leach-Bliley Modernization Act of 1999 (the GLB), which was enacted on November 12, 1999, allows bank holding companies that meet certain new regulatory standards regarding management, capital and the Community Reinvestment Act, to engage in a broader range of non-banking activities than previously permissible, including insurance underwriting and making merchant banking investments in commercial and financial companies; allows insurers and other financial services companies to acquire banks; removes various restrictions that applied to bank holding company ownership of securities firms and mutual fund advisory companies; and establishes the overall regulatory structure applicable to bank holding companies that also engage in insurance and securities operations.  At the present time, we have elected to remain a bank holding company, and therefore we remain subject to the same regulatory framework as before the enactment of the GLB. However, the financial holding company structure created by the GLB permits insurance companies or securities firms operating under the financial holding company structure to acquire us, and, if we elect to become a financial holding company in the future, we could acquire insurance companies or securities firms.  In addition to creating the more flexible financial holding company structure, the GLB introduced several additional customer privacy protections that will apply to us and the bank. The GLBs privacy provisions require financial institutions to, among other things, (i) establish and annually disclose a privacy policy, (ii) give consumers the right to opt out of disclosures to nonaffiliated third parties, with certain exceptions, (iii) refuse to disclose consumer account information to third-party marketers and (iv) follow regulatory standards to protect the security and confidentiality of consumer information.  Pursuant to the GLBs rulemaking provisions, the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation and the Office of Thrift Supervision adopted regulations, establishing standards for safeguarding customer information. Such regulations provide financial institutions guidance in  6     establishing and implementing administrative, technical and physical safeguards to protect the security, confidentiality and integrity of customer information.  Mergers and Acquisitions.  The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the IBBEA) permits interstate acquisitions of banks and bank holding companies without geographic limitation, subject to any state requirement that the bank has been organized for a minimum period of time, not to exceed five (5) years, and the requirement that the bank holding company, prior to or following the proposed acquisition, controls no more than ten percent (10%) of the total amount of deposits of insured depository institutions in the U.S. and no more than thirty percent (30%) of such deposits in any state (or such lesser or greater amount set by state law).  In addition, the IBBEA permits a bank to merge with a bank in another state as long as neither of the states has opted out of the IBBEA prior to May 31, 1997.  In 1995, the state of North Carolina opted in to such legislation. In addition, a bank may establish and operate a de novo branch in a state in which the bank does not maintain a branch if that state expressly permits de novo interstate branching. As a result of North Carolina having opted-in, unrestricted interstate de novo branching is permitted in North Carolina.  Additional Restrictions and Oversight.  Subsidiary banks of a bank holding company are subject to certain restrictions imposed by the Federal Reserve on any extensions of credit to the bank holding company or any of its subsidiaries, investments in the stock or securities thereof and the acceptance of such stock or securities as collateral for loans to any borrower. A bank holding company and its subsidiaries are also prevented from engaging in certain tie-in arrangements in connection with any extension of credit, lease or sale of property or furnishing of services. An example of a prohibited tie-in would be any arrangement that would condition the provision or cost of services on a customer obtaining additional services from the bank holding company or any of its other subsidiaries.  The Federal Reserve may issue cease and desist orders against bank holding companies and non-bank subsidiaries to stop actions believed to present a serious threat to a subsidiary bank. The Federal Reserve also regulates certain debt obligations, changes in control of bank holding companies and capital requirements.  Under the provisions of the North Carolina law, we are registered with and subject to supervision by the North Carolina Commissioner of Banks.  Capital Requirements.  The Federal Reserve has established risk-based capital guidelines for bank holding companies and state member banks. The minimum standard for the ratio of capital to risk-weighted assets (including certain off balance sheet obligations, such as standby letters of credit) is eight percent (8%). At least half of this capital must consist of common equity, retained earnings and a limited amount of perpetual preferred stock and minority interests in the equity accounts of consolidated subsidiaries, less goodwill items and certain other items (Tier 1 capital). The remainder (Tier 2 capital) may consist of mandatory convertible debt securities and a limited amount of other preferred stock, subordinated debt and loan loss reserves.  In addition, the Federal Reserve has established minimum leverage ratio guidelines for bank holding companies. These guidelines provide for a minimum leverage ratio of Tier 1 capital to adjusted average quarterly assets less certain amounts (Leverage Ratio) equal to three percent for bank holding companies that meet certain specified criteria, including having the highest regulatory rating. All other bank holding companies will generally be required to maintain a Leverage Ratio of between four percent and five percent.  The guidelines also provide that bank holding companies experiencing significant growth, whether through internal expansion or acquisitions, will be expected to maintain strong capital ratios substantially above the minimum supervisory levels without significant reliance on intangible assets. The same heightened requirements apply to bank holding companies with supervisory, financial, operational or managerial weaknesses, as well as to other banking institutions if warranted by particular circumstances or the institution's risk profile. Furthermore, the guidelines indicate that the Federal Reserve will continue to consider a tangible Tier 1 Leverage Ratio (deducting all intangibles) in evaluating proposals for expansion or new activity. The Federal Reserve has not advised us of any specific minimum Leverage Ratio or tangible Tier 1 Leverage Ratio applicable to us.  As of December 31, 2005, we had Tier 1 risk-adjusted, total regulatory capital and leverage capital of approximately 10.31%, 11.52% and 8.59%, respectively, all in excess of the minimum requirements to be considered well-capitalized under prompt corrective action provisions.  7      Dividends.  During 2005, we paid cash dividends of $.30per share of our common stock,a15.4%increase over 2004.  North Carolina banking law requires that dividends be paid out of retained earnings as determined pursuant to North Carolina General Statues Section 53-87. At present, the company has sufficient cash from its operations to pay cash dividends on its common stock.  In the past, we have received cash dividends from our bank and may continue to do so from time to time in the future as necessary for cash flow purposes.  Also, applicable banking law contains additional limitations and restrictions on the payment of dividends by a bank holding company.  Accordingly, shareholders receive dividends from us only to the extent that funds are available from our operations or the bank.  In addition, the Federal Reserve generally prohibits bank holding companies from paying dividends except out of operating earnings, and the prospective rate of earnings retention appears consistent with the bank holding companys capital needs, asset quality and overall financial condition.  USA Patriot Act of 2001.  Title III of the USA Patriot Act of 2001 contains the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001 (the IMLAFA).  The anti-money laundering provisions of IMLAFA impose affirmative obligations on a broad range of financial institutions, including banks, brokers, and dealers.  Among other requirements, IMLAFA requires all financial institutions to establish anti-money laundering programs that include, at minimum, internal policies, procedures, and controls; specific designation of an anti-money laundering compliance officer; ongoing employee training programs; and an independent audit function to test the anti-money laundering program. IMLAFA requires financial institutions that establish, maintain, administer, or manage private banking accounts for non-United States persons or their representatives to establish appropriate, specific, and, where necessary, enhanced due diligence policies, procedures, and controls designed to detect and report money laundering. Additionally, IMLAFA provides for the Department of Treasury to issue minimum standards with respect to customer identification at the time new accounts are opened.  As of the date of this filing, we believe that IMLAFA has not had a material impact on the banks operations. The bank has established policies and procedures to ensure compliance with the IMLAFA, which are overseen by an Anti-Money Laundering Officer who was appointed by our Board of Directors. Bank Regulation  The bank is subject to numerous state and federal statutes and regulations that affect its business, activities, and operations, and is supervised and examined by the North Carolina Commissioner of Banks and the Federal Reserve. The Federal Reserve and the North Carolina Commissioner of Banks regularly examine the operations of banks over which they exercise jurisdiction. They have the authority to approve or disapprove the establishment of branches, mergers, consolidations, and other similar corporate actions, and to prevent the continuance or development of unsafe or unsound banking practices and other violations of law. The Federal Reserve and the North Carolina Commissioner of Banks regulate and monitor all areas of the operations of banks and their subsidiaries, including loans, mortgages, issuances of securities, capital adequacy, loss reserves, and compliance with the Community Reinvestment Act of 1977 (the CRA) as well as other laws and regulations. Interest and certain other charges collected and contracted for by banks are also subject to state usury laws and certain federal laws concerning interest rates.  The deposit accounts of the bank are insured by the Bank Insurance Fund (the BIF) of the Federal Deposit Insurance Corporation (the FDIC) up to a maximum of one hundred thousand dollars ($100,000) per insured depositor.  Any insured bank that is not operated in accordance with or does not conform to FDIC regulations, policies, and directives may be sanctioned for noncompliance. Civil and criminal proceedings may be instituted against any insured bank or any director, officer or employee of such bank for the violation of applicable laws and regulations, breaches of fiduciary duties or engaging in any unsafe or unsound practice. The FDIC has the authority to terminate insurance of accounts pursuant to procedures established for that purpose.  Under the North Carolina Business Corporation Act, we may not pay a dividend or distribution, if after giving it effect we would not be able to pay our debts as they become due in the usual course of business or our total assets would be less than our liabilities. All dividends paid by the bank are paid to us, the sole shareholder of the bank.  In general, our ability to pay cash dividends is dependent in part upon the amount of dividends paid to us by the bank. The ability of the bank to pay dividends to us is subject to statutory and regulatory restrictions on the payment of cash dividends, including the requirement under the North Carolina banking laws that cash dividends be paid only out of undivided profits and only if the bank has surplus of a specified level. The Federal Reserve also imposes limits on the bank's payment of dividends. The amount of future dividends paid to us by the bank will in general be a function of the profitability of the bank, which cannot be accurately estimated or assured. We expect the bank will continue to pay us dividends in the foreseeable future from time to time as needed to pay cash dividends to our shareholders.  8      Like us, the bank is required by federal regulations to maintain certain minimum capital levels. The levels required of the bank are the same as those required of us. At December 31, 2005, the bank had Tier 1 risk-adjusted, total regulatory capital and leverage capital of approximately 9.19%, 10.40% and 7.66%, respectively, in excess of the minimum requirements to be considered well-capitalized under prompt corrective action provisions.  The bank is subject to insurance assessments imposed by the FDIC, including a risk-based assessment schedule providing for annual assessment rates ranging from 0% to .27% of an institution's average assessment base, applicable to institutions insured by both the BIF and the Savings Association Insurance Fund (SAIF). The actual assessment to be paid by each insured institution is based on the institution's assessment risk classification, which focuses on whether the institution is considered well capitalized, adequately capitalized or under capitalized, as such terms are defined in the applicable federal regulations. Within each of these three risk classifications, each institution will be assigned to one of three subgroups based on supervisory risk factors. In particular, regulators will assess supervisory risk based on whether the institution is financially sound with only a few minor weaknesses (Subgroup A), whether it has weaknesses which, if not corrected, could result in an increased risk of loss to the BIF (Subgroup B) or whether such weaknesses pose a substantial probability of loss to the BIF unless effective corrective action is taken (Subgroup C). The FDIC also is authorized to impose one or more special assessments in an amount deemed necessary to enable repayment of amounts borrowed by the FDIC from the United States Treasury Department and, beginning in 1997, all banks are required to pay additional annual assessments as set by the Financing Corporation, which was established by the Competitive Equality Banking Act of 1987.  The Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA) provides for, among other things, (i) publicly available annual financial condition and management reports for certain financial institutions, including audits by independent accountants, (ii) the establishment of uniform accounting standards by federal banking agencies, (iii) the establishment of a prompt corrective action system of regulatory supervision and intervention, based on capitalization levels, with greater scrutiny and restrictions placed on depository institutions with lower levels of capital, (iv) additional grounds for the appointment of a conservator or receiver and (v) restrictions or prohibitions on accepting brokered deposits, except for institutions which significantly exceed minimum capital requirements. FDICIA also provides for increased funding of the FDIC insurance funds and the implementation of risk-based premiums.  A central feature of FDICIA is the requirement that the federal banking agencies take prompt corrective action with respect to depository institutions that do not meet minimum capital requirements. Pursuant to FDICIA, the federal bank regulatory authorities have adopted regulations setting forth a five-tiered system for measuring the capital adequacy of the depository institutions that they supervise. Under these regulations, a depository institution is classified in one of the following capital categories: well capitalized, adequately capitalized, under capitalized, significantly undercapitalized, and critically undercapitalized. An institution may be deemed by the regulators to be in a capitalization category that is lower than is indicated by its actual capital position if, among other things, it receives an unsatisfactory examination rating with respect to asset quality, management, earnings or liquidity. FDICIA provides the federal banking agencies with significantly expanded powers to take enforcement action against institutions which fail to comply with capital or other standards. Such action may include the termination of deposit insurance by the FDIC or the appointment of a receiver or conservator for the institution.  Banks are also subject to the CRA, which requires the appropriate federal bank regulatory agency, in connection with its examination of a bank, to assess such bank's record in meeting the credit needs of the community served by that bank, including low and moderate-income neighborhoods. Each institution is assigned one of the following four ratings of its record in meeting community credit needs:  outstanding, satisfactory, needs to improve or substantial noncompliance. The regulatory agency's assessment of the bank's record is made available to the public. Further, such assessment is required of any bank which has applied to (i) charter a national bank, (ii) obtain deposit insurance coverage for a newly chartered institution, (iii) establish a new branch office that will accept deposits, (iv) relocate an office or (v) merge or consolidate with, or acquire the assets or assume the liabilities of, a federally regulated financial institution. In the case of a bank holding company applying for approval to acquire a bank or other bank holding company, the Federal Reserve will assess the record of each subsidiary bank of the applicant bank holding company, and such records may be the basis for denying the application.  In addition, the GLBs CRA Sunshine Requirements call for financial institutions to disclose publicly certain written agreements made in fulfillment of the CRA. Banks that are parties to such agreements also must report to federal regulators the amount and use of any funds expended under such agreements on an annual basis, along with such other information as regulators may require. This annual reporting requirement is effective for any agreements made after May 12, 2000.   9     Monetary Policy and Economic Controls  Both the company and the bank are directly affected by governmental policies and regulatory measures affecting the banking industry in general. Of primary importance is the Federal Reserve Board, whose actions directly affect the money supply which, in turn, affects banks lending abilities by increasing or decreasing the cost and availability of funds to banks. The Federal Reserve Board regulates the availability of bank credit in order to combat recession and curb inflationary pressures in the economy by open market operations in United States government securities, changes in the discount rate on member bank borrowings, changes in reserve requirements against bank deposits, and limitations on interest rates that banks may pay on time and savings deposits.  Deregulation of interest rates paid by banks on deposits and the types of deposits that may be offered by banks have eliminated minimum balance requirements and rate ceilings on various types of time deposit accounts. The effect of these specific actions and, in general, the deregulation of deposit interest rates has generally increased banks cost of funds and made them more sensitive to fluctuations in money market rates. In view of the changing conditions in the national economy and money markets, as well as the effect of actions by monetary and fiscal authorities, no prediction can be made as to possible future changes in interest rates, deposit levels, or loan demand on our business and earnings or those of the bank. As a result, banks, including the bank, face a significant challenge to maintain acceptable net interest margins.  Our Executive Officers  The following table sets forth certain information with respect to our executive officers: NameAgeYear first employedPositions and offices with Four Oaks Fincorp, Inc. and Four Oaks Bank & Trust  Company and business experience during past five (5) yearsAyden R. Lee, Jr.571980Chief Executive Officer, President and Director of Four Oaks Fincorp, Inc. and Four Oaks Bank & Trust CompanyClifton L. Painter561986Senior Executive Vice President, Chief Operating Officer of Four Oaks Fincorp, Inc. and Four Oaks Bank & Trust CompanyNancy S. Wise501991Executive Vice President, Chief Financial Officer of Four Oaks Fincorp, Inc. and Four Oaks Bank & Trust Company.  Previously, Senior Vice President, Chief Financial Officer of Four Oaks Fincorp, Inc. and Four Oaks Bank & Trust CompanyW. Leon Hiatt, III381994Executive Vice President of Four Oaks Fincorp, Inc. and Four Oaks Bank & Trust Company, Chief Administrative Officer of Four Oaks Bank & Trust Company.  Previously,  Senior Vice President Four Oaks Fincorp, Inc. and Four Oaks Bank & Trust Company,  Loan Administrator of Four Oaks Bank & Trust Company.Jeff D. Pope491991Executive Vice President of Four Oaks Fincorp, Inc. and Four Oaks Bank & Trust Company, Branch Administrator of Four Oaks Bank & Trust Company.  Previously, Senior Vice President, Loan Officer and Regional/Branch Administrator Four Oaks Bank and Trust Company    10     Item 1A. Risk Factors  The Companys Recently Announced Restatement of Financial Statements for the Quarter Ended March 31, 2006 is Not Complete and Subject to a Final Review by Management and Its Audit Committee and Review by Its Independent Registered Public Accountants  As described above, on August 1, 2006, we announced our intention to restate our audited financial statements for the fiscal year ended December 31, 2005 and for the quarter ended March 31, 2006 to amend the accounting for certain derivative transactions relating to interest rate swap agreements on our brokered certificates of deposit under Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities.  Although this Annual Report on Form 10-K/A (Amendment No. 1) contains a completed restatement of our financial statements for the year ended December 31, 2005, the restatement for the quarter ended March 31, 2006 is not yet complete.  Therefore, the expected overall impact of the restatement is preliminary and subject to a final review by the Companys management and its Audit Committee and the review by its independent registered public accountants. There can be no assurance that these final reviews will not result in any significant change to the preliminary impact of the restatement. Our Results Are Impacted by the Economic Conditions of Our Principal Operating Regions  The majority of our customers are individuals and small to medium-size businesses located in North Carolinas Johnston, Wake, Duplin, Sampson and Lee Counties and surrounding areas.  As a result of this geographic concentration, our results may correlate to the economic conditions in these areas.  Declines in these markets economic conditions may adversely affect the quality of our loan portfolio and the demand for our products and services, and accordingly, our results of operations.  We Are Exposed to Risks in Connection with the Loans We Make  A significant source of risk for us arises from the possibility that loan losses will be sustained because borrowers, guarantors and related parties may fail to perform in accordance with the terms of their loans.  Our policy dictates that we maintain an allowance for loan losses.  The amount of the allowance is based on managements evaluation of our loan portfolio, the financial condition of the borrowers, current economic conditions, past and expected loan loss experience, and other factors management deems appropriate.  Such policies and procedures, however, may not prevent unexpected losses that could adversely affect our results of operations.  We Compete with Larger Companies for Business  Commercial banking in North Carolina is extremely competitive due in large part to statewide branching.  The bank competes in the North Carolina market area with some of the largest banking organizations in the state and the country and other financial institutions, such as federally and state-chartered savings and loan institutions and credit unions, as well as consumer finance companies, mortgage companies and other lenders engaged in the business of extending credit.  Many of these competitors have broader geographic markets, higher lending limits, more services, and more media advertising.  We may not be able to compete effectively in our markets, and our results of operations could be adversely affected by the nature or pace of change in competition.  We Are Exposed to Certain Market Risks  Like most financial institutions, our most significant market risk exposure is the risk of economic loss resulting from adverse changes in market price and interest rates.  Our market risk stems primarily from interest rate risk inherent in our lending and deposit-taking activities.  Our policy dictates that we maintain derivative financial instruments, such as interest rate swap agreements, to manage such risk.  To manage the risk of potentially decreasing interest rates for our variable rate loan portfolio, we use an interest rate swap agreement whereby we contract to receive fixed rate payments and in turn, we agree to make variable interest payments for a defined time period.  In addition, we used fixed rate time deposits, such as certificates of deposits, for use in our lending and investment activities.  If the interest rates decline, we face the risk of being committed to pay a fixed rated that is higher than the fair value rate of such deposits.  To manage this risk, we use interest rate swaps whereby we contract to make a series of floating rate payments in exchange for receiving a series of fixed rate payments.  11      Because the value of derivative contracts is tied to an independent instrument, index or reference rate, the contracts are written in abstract amounts that only provide the basis for calculating payments between counterparties, i.e., notional amounts.  Credit risk arises when amounts receivable from the counterparty exceed amounts payable, or when the counterparty fails to pay.  The counterparties to these contracts are primarily large commercial banks and investment banks.  We control our risk of loss on derivative contracts by subjecting each contracting counterparty to credit reviews and approvals similar to those used in making loans and other extensions of credit, and we continuously monitor these agreements.  Other risks include the effect on fixed rate positions during periods of changing interest rates, e.g., when interest rates fall, the notional amounts decrease more rapidly, whereas when interest rates rise, the notional amounts decrease more slowly.  Technological Advances  The banking industry is undergoing technological changes with frequent introductions of new technology-driven products and services.  In addition to improving customer services, the effective use of technology increases efficiency and enables financial institutions to reduce costs.  Our future success will depend, in part, on our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer demands for convenience as well as to create additional efficiencies in our operations.  Many of our competitors, however, have substantially greater resources to invest in technological improvements.  Compliance with Changing Laws, Regulations and Standards May Result in Additional Risks and Expenses  We are subject to changing laws, regulations and standards, including the Bank Holding Company Act of 1956, the Gramm-Leach-Bliley Modernization Act of 1999, the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994, the USA Patriot Act of 2001, the Federal Deposit Insurance Corporation Improvement Act of 1991, the Community Reinvestment Act of 1977, the North Carolina Business Corporation Act, the Sarbanes-Oxley Act of 2002 and new SEC regulations to name a few.  The Sarbanes-Oxley Act and new SEC regulations, in particular, are creating uncertainty for companies such as ours because they are subject to varying interpretations in many cases.  As a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies, which could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.  We are committed to maintaining high standards of corporate governance and public disclosure.  As a result, our efforts to comply with evolving laws, regulations and standards have resulted in, and are likely to continue to result in, increased expenses and a diversion of management time and attention.  Specifically, our efforts to comply with Section 404 of the Sarbanes-Oxley Act of 2002 and the related regulations regarding managements required assessment of our internal control over financial reporting and our external auditors audit of that assessment has required the commitment of significant financial and managerial resources.  We expect these efforts to require the continued commitment of significant resources.  Further, the members of our Board of Directors, members of the Audit or Compensation committees, our Chief Executive Officer, our Chief Financial Officer and certain other of our executive officers could face an increased risk of personal liability in connection with the performance of their duties.  In addition, it may become more difficult and more expensive to obtain director and officer liability insurance.  As a result, our ability to attract and retain executive officers and qualified Board and committee members could be more difficult.  Government Regulations May Prevent or Impair Our Ability to Pay Dividends, Engage in Acquisitions or Operate in Other Ways  Current and future legislation and the policies established by federal and state regulatory authorities will affect our operations.  We are subject to supervision and a periodic examination by the Federal Reserve Bank and the North Carolina State Banking Commission.  Banking regulations, designed primarily for the protection of depositors, may limit our growth and the return to you, our investors, by restricting certain of our activities, such as:  · The payment of dividends to our shareholders; · Possible mergers with or acquisitions of or by other institutions; · Our desired investments; · Loans and interest rates on loans; · Interest rates paid on deposits; · The possible expansion of branch offices; and/or · Our ability to provide securities or trust services.   12     We also are subject to capitalization guidelines set forth in federal legislation, and could be subject to enforcement actions to the extent that we are found by regulatory examiners to be undercapitalized.  We cannot predict what changes, if any, will be made to existing federal and state legislation and regulators or the effect that such changes may have on our future business and earnings prospects.  The cost of compliance with regulatory requirements including those imposed by the SEC may adversely affect our ability to operate profitably. We Depend Heavily on our Key Management Personnel  Our success depends in part on our ability to retain key executives and to attract and retain additional qualified management personnel who have experience both in sophisticated banking matters and in operating a small to mid-size bank.  Competition for such personnel is strong in the banking industry and we may not be successful in attracting or retaining the personnel we require.  We expect to effectively compete in this area by offering competitive financial packages that include incentive-based compensation.   Item 1B  Unresolved Staff Comments.  Not applicable.  Item 2 - Properties.  The bank owns its main office, which is located at 6144 US 301 South, Four Oaks, North Carolina.  The main office, which was constructed by the bank in 1985, is a 12,000 square foot facility on 1.64 acres of land.  The bank leases a limited-service facility in downtown Four Oaks located at 111 North Main Street from M.S. Canaday, who is one of our directors as well as a director of the bank.  Under the terms of the lease, which the bank believes to be arms-length, the bank paid $938 per month in rent in 2005.  The lease is month-to-month and we review its terms on an annual basis.  The bank also leases a branch office located at 101 Avent Ferry Road, Holly Springs, North Carolina.  Under the terms of the lease, the bank will pay $2,508 per month for a period of five years ending April 1, 2008.   The banks Harrells office located at 590 Tomahawk Highway, Harrells, North Carolina is under a lease with terms specifying the bank will pay $600 each month for the period beginning January 1, 2006 and ending December 31, 2009.  In addition, the bank has entered into a yearly lease with an annual option to renew on its Sanford office located at 1100 South Horner Boulevard, Sanford, North Carolina.  Under the terms of the lease, the bank will pay $1,300 each month.  Late in December 2005, the bank signed a yearly lease with an annual option to renew for its new Zebulon office located at 130 North Arendell Avenue, Zebulon, North Carolina for $1,000 per month beginning January 1, 2006.  The bank owns a 5,000 square foot facility renovated in 1992 on 1.15 acres of land located at 5987 US 301 South, Four Oaks, North Carolina which houses its training center.  The bank also owns a 15,000 square foot facility built in 2000 located at 6114 US 301 South, Four Oaks, North Carolina, which houses its administrative offices, data operations, loan operations and wide area network central link.  In addition, the bank owns the following:  LocationYear BuiltPresent FunctionSquare Feet102 East Main Street
Clayton, North Carolina1986Branch Office4,700200 East Church Street
Benson, North Carolina1987Branch Office2,000128 North Second Street
Smithfield, North Carolina1991Branch Office5,000403 South Brightleaf Boulevard
Smithfield, North Carolina1995Limited-Service Facility720200 Glen Road
Garner, North Carolina1996Branch Office3,600325 North Judd Parkway Northeast
Fuquay-Varina, North Carolina2002Branch Office8,900406 East Main Street
Wallace, North Carolina2003Branch Office (modular)2,800  13       Management believes each of the properties referenced above is adequately covered by insurance.  In addition to the above locations, we have 14 ATMs located inside Food Lion grocery stores in the cities and towns of Clayton, Benson, Sanford, Wallace, Fuquay-Varina, Holly Springs, Garner, Zebulon and Wendell, North Carolina.  The net book value for our properties, including land, buildings, and furniture and equipment was $9.7 million at December 31, 2005.  Additional information disclosed in Note E Bank Premises and Equipment to our consolidated financial statements presented under Item 8 of Part III of this Form 10-K. Item 3 - Legal Proceedings.  We are not involved in any material legal proceedings at the present time. Item 4 - Submission of Matters to a Vote of Security Holders.  None.  PART II Item 5 - Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.  Our common stock trades on the OTC Bulletin Board under the symbol FOFN.  The range of high and low bid prices of our common stock for each quarter during the two most recent fiscal years, as published by the OTC Bulletin Board, is as follows (prices reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not necessarily represent actual transactions):  Fiscal Year Ended December 31,20042005HighLowHighLowFirst quarter$ 16.64$ 13.44$ 19.20$ 17.60Second quarter15.6814.0823.2018.64Third quarter14.7214.0824.0019.80Fourth quarter20.0014.8825.0019.80   As of March 15, 2006, the approximate number of holders of record of our common stock was 1,400. We have no other class of equity securities. The banks ability to declare a dividend to us and the companys ability to pay dividends are subject to the restrictions of the North Carolina Business Corporation Act.  There also are state banking laws that require a surplus of at least 50% of paid-in capital stock be maintained in order for the bank to declare a dividend to the company.  Subject to the legal availability of funds to pay dividends, cash dividends paid by us in 2005 and 2004, after giving effect to the 5-for-4 stock splits during 2005 and 2004, were $.30 and $.26 per share, respectively.  We did not sell any securities in 2005 that were not registered under the Securities Act of 1933 as amended.  We did not make any purchases of our equity securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended during the fourth quarter of 2005.   Item 6-Selected Financial Data   The following table sets forth our historical consolidated financial data for the periods indicated.  The selected historical annual consolidated statement of operations and balance sheet data as of and for each of the five fiscal years presented are derived from, and are qualified in their entirety by, our consolidated financial statements.  Historical results are not necessarily indicative of the results to be expected in the future.  The selected financial data in the following tables have been restated to reflect adjustments to the companys consolidated financial statements and other information contained in the Annual Report on Form 10-K for the year ended December 31, 2005 originally filed with the SEC on March 30, 2006.  You should read the following data together with Item 1. Business, Item 7.  Managements Discussion and Analysis of Financial Condition and Results of Operations, and our consolidated financial statements and the related notes appearing in Item 8. Financial Statements.  (Dollars in thousands, except per share data).  14      As of and for the Year Ended December 31,20052004200320022001(As Restated,
(See Note A)Operating Data:Total interest income$          29,404$          21,748$          18,943$          19,785$          21,462Total interest expense9,9835,8115,9227,64010,167Net interest income19,42115,93713,02112,14511,295Provision for loan losses1,4031,5961,3731,248834Net interest income after provision for loan losses18,01814,34111,64810,89710,461Noninterest income3,0773,8493,4702,8102,284Noninterest expense13,35411,50710,5889,4858,834Income before income taxes7,7416,6834,5304,2223,911Provision for income taxes2,7382,3081,6121,3061,255Net income$            5,003$            4,375$            2,918$            2,916$            2,656Per Share Data:Earnings per share - basic$              1.15$              1.03$              0.70$              0.70$              0.65Earnings per share - diluted1.141.020.690.700.65Cash dividends declared0.300.260.230.210.18Market priceHigh25.0020.0016.6412.0312.80Low17.6013.4411.2610.509.22Close22.6117.6013.4412.0310.45Book value9.588.687.867.456.81Weighted average shares outstandingBasic4,343,3264,246,6814,195,0884,157,4504,083,146Diluted4,375,5054,270,8504,210,0524,171,0834,104,604Selected Year-End Balance Sheet Data:Total assets$        522,872$        398,500$        341,721$        318,289$        299,970Loans397,094312,815272,623229,570209,822Allowance for loan losses4,9654,0553,4302,8602,650Deposits398,341315,307272,918250,573235,604Borrowings74,14043,16033,16033,16033,173Shareholders' equity41,61237,29532,88031,19328,025Selected Average Balances:Total assets$        449,462$        376,422$        324,222$        308,334$        274,054Loans351,103298,783249,240216,620202,500Total interest-earning assets419,307349,596300,672290,294256,476Deposits355,214295,524255,038242,878226,476Total interest-bearing liabilities340,798282,743244,024236,661208,381Shareholders' Equity39,61335,13532,34129,93127,306Selected Performance Ratios:Return on average assets1.11%1.16%0.90%0.95%0.97%Return on average equity12.63%12.45%9.02%9.74%9.73%Net interest spread4.08%4.16%3.87%3.59%3.49%Net interest margin4.63%4.56%4.33%4.18%4.40%Non-interest income to total revenue13.68%19.45%21.04%18.79%16.82%Non-interest income to average assets0.68%1.02%1.07%0.91%0.83%Non-interest expense to average assets2.97%3.06%3.27%3.08%3.22%Efficiency ratio55.31%58.58%66.15%64.14%64.68%Dividend payout ratio24.39%24.81%33.33%29.55%31.50%Asset Quality Ratios:Nonperforming loans to period-end loans0.25%0.30%0.39%0.67%0.97%Allowance for loan losses to period-end loans1.25%1.30%1.26%1.25%1.26%Allowance for loan losses to nonperforming loans497.99%429.56%323.89%186.08%129.65%Nonperforming assets to total assets0.25%0.39%0.52%0.65%0.78%Net loan charge-offs to average loans0.14%0.32%0.32%0.48%0.47%  15      As of and for the Year Ended December 31,20052004200320022001(As Restated,See Note A)Capital Ratios:Total risk-based capital - Bank10.40%11.80%12.30%14.00%14.10%Tier 1 risk-based capital - Bank9.19%10.60%11.10%12.80%13.90%Leverage ratio - Bank7.66%8.60%9.00%9.70%9.50%Equity to assets ratio7.96%9.36%9.62%9.80%9.34%Equity to assets ratio (averages)8.81%9.33%9.97%9.71%9.96%Average interest-earning assets to average total assets93.29%92.87%92.74%94.15%93.59%Average  loans to average total deposits98.84%101.10%97.73%89.19%89.41%Average interest-bearing liabilities to average  interest - earning assets81.28%80.88%81.16%81.52%81.25%Other Data:Number of banking offices12101098Number of full time equivalent employees135131126122112   Item 7  Managements Discussion and Analysis of Financial Condition and Results of Operations.  On August 1, 2006, management and the Audit Committee of the Board of Directors of the company concluded that the companys financial statements for the quarter ended March 31, 2006 and the year ended December 31, 2005 and the related quarterly periods must be restated, and that previously issued financial statements should no longer be relied upon, as a result of accounting treatment related to its interest rate swaps associated with brokered certificates of deposit.  Since late in 2003, the company has entered into interest rate swap agreements to hedge the interest rate risk inherent in certain of its brokered certificates of deposit.  From inception, the company has applied a method of fair value hedge accounting under SFAS No. 133 (the "short-cut method) that is appropriate if the hedging transactions are perfectly effective.  However, after further examination in light of recent developments and discussions with its independent registered public accounting firm, Dixon Hughes PLLC, the company and its Audit Committee concluded that the swap transactions did not qualify for the short-cut method and documentation regarding these transactions did not meet the technical requirements of SFAS No. 133.  Therefore, any fluctuations in the market value of these interest rate risk management derivatives should have been recorded through the companys income statement.  There is no effect on the companys cash flows from these revisions.  Although these swaps have performed as expected, by providing an economic hedge against interest rate risk, the company determined that it did not have adequate documentation at the inception of the interest rate swap agreements to qualify for hedge accounting treatment under SFAS No. 133.  As a result, the financial statements for all affected periods through December 31, 2005 reflect a cumulative charge of approximately $346,000 to account for the interest rate derivative agreements as if hedge accounting was never applied.  The primary effect of this change in accounting treatment is the inclusion in net income of any increases or decreases in the fair value of interest rate swap agreements previously designated as hedges under SFAS No. 133. This is because fair value hedge accounting under SFAS No. 133 allows a company to record the change in fair value of the hedged item (in this case, brokered certificates of deposit) as an adjustment to income as an offset to the fair value adjustment on the related interest rate swap. Eliminating the application of fair value hedge accounting reverses the fair value adjustments that have been made to the brokered certificates of deposit. Additionally, the net cash settlement payments received during each of the above periods for these interest rate swaps were reclassified from interest expense on brokered certificates of deposit to non-interest income. The broker fee has been recognized as a deferred financing cost and is amortized to interest expense over the life of the related certificates of deposit.   16     The following is a restated summary of the results of operations for each quarter of 2005.  2005First QuarterSecond QuarterThird QuarterFourth QuarterAs Previously ReportedAs RestatedAs Previously ReportedAs RestatedAs Previously ReportedAs RestatedAs Previously ReportedAs RestatedInterest and dividend income6,2236,2236,9086,9087,7667,7668,5078,507Interest expense1,8051,8972,1532,2252,6962,7243,1633,137Net interest income4,4184,3264,7554,6835,0705,0425,3445,370Provision for loan losses187187191191498498527527Net interest income after provision for loan losses4,2314,1394,5644,4924,5724,5444,8174,843Non-interest income:Service charges on deposit accounts428428476476488488483383Other service charges, commission and fees264264286286385385300300Gains (losses) on sale of investment securities(54)(54)(59)(59)(66)(66)(207)(207)Gains (losses) on sale of loans(2)(2)52523388Merchant Fees838386861301309090Gains (losses) on hedges, net-(289)-433-(379)-(162)Income from bank-owned life insurance434341411701704646Total non-interest income7624738821,3151,110731720558Non-interest expenses:Salaries1,4261,4261,5051,5051,5601,5601,5421,542Employee benefits314314310310354354328328Occupancy expenses142142131131134134142142Equipment expenses334334329329328328322322Professional and consulting fees222222305305230230208208Other taxes and licenses6363717163635151Merchant processing expenses7575868699998181Other operating expenses619619671671590590719719Total-non-interest taxes3,1953,1953,4083,4083,3583,3583,3933,393Income before income taxes1,7981,4172,0382,3992,3241,9172,1442,008Provision for income taxes622475721860857700755703Net income$   1,176$   942$   1,317$   1,539$   1,467$   1,217$   1,389$   1,305Basic net income per common share$   0.27$   0.22$   0.30$   0.35$   0.34$   0.28$   0.32$   0.30Diluted net income per common share$   0.27$   0.22$   0.30$   0.35$   0.33$   0.28$   0.32$   0.30  The following discussion and analysis provides information about the major components of our results of operations and financial condition, liquidity and capital resources and should be read in conjunction with our Consolidated Financial Statements and Notes thereto which are contained in this report.  Additional discussion and analysis related to fiscal 2005 is contained in our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2005, June 30, 2005 and September 30, 2005, respectively.   17     Overview  As a community focused commercial bank our primary business consists of providing a full range of banking services to our customers with an emphasis on quality personal service. Our core products consist of loans secured by real estate and commercial and consumer loans as well as various deposit products to meet our customers needs.  Our primary source of income is generated from net interest income, the difference between interest income received on our loans and securities and interest expense paid on deposits and borrowings.  Our income is also affected by our ability to price our products competitively and maximize the interest rate spread between the interest yield on loans and securities and the interest rate paid on deposits and borrowings.  Our products also generate other income through product related fees and commissions.  We incur operating expenses consisting primarily of salaries and benefits, occupancy and equipment and other professional and miscellaneous expenses.  Our assets have increased from $300.0 million at December 31, 2001 to $522.9 million at December 31, 2005, primarily through loan demand, while our total deposits have increased from $235.6 million to $398.3 million over that same period.  In addition, for 70 consecutive years, we have paid dividends (prior to 1997 when we reorganized into a holding company, it was our wholly owned subsidiary, Four Oaks Bank & Trust Company, which paid dividends). For the past five years, dividends have averaged 26.4% of our average net income. Return on average equity and return on average assets for 2005 were 12.63% and 1.11%, respectively; return on average equity was up from 12.45% in 2004; however return on average assets was down slightly from 1.16% in 2004.  We set interest rates on deposits and loans at competitive rates while maintaining spreads of 4.08% and 4.16% in 2005 and 2004, respectively, between interest earned on average loans and investments and interest paid on average interest-bearing deposits and borrowings.  Our gross loans have increased from $209.8 million at December 31, 2001 to $397.1 million at December 31, 2005; while our average net annual charge-offs over the same period were approximately $852,000.  The sustained growth provided by operations resulted in increases in total assets of 31.2%, 16.6% and 7.4% for 2005, 2004 and 2003, respectively.  Our gross loans grew 26.9% and 14.7% in 2005 and 2004, respectively.  Our total investments (including interest-earning deposits and FHLB stock) increased 59.7% and 29.0% in 2005 and 2004, respectively, due to the decision to build the portfolio as yields have continued to improve throughout 2004 and 2005. We closely monitor changes in the financial markets in order to maximize the yield on our assets.  The growth in loans for 2005 and 2004 was funded respectively by deposit growth of 26.3% and 15.6%, increased borrowings of $31.0 million and $10.0 million, and net income of $5.0million and $4.4 million, respectively, for 2005 and 2004.  Improved earnings trends continued during 2005, ending the year with earnings of $5.0 million, an increase of 14.4% over 2004s net income of $4.4 million.  This increase was primarily due to an increase in net interest income.   Strategic pricing of both loans and deposits and improved yields in our investment portfolio provided improvement in our net interest margin for 2005.  During 2005 and 2004, Four Oaks Mortgage Company, L.P. provided secondary market-type mortgages which contributed $106,000 and $76,000 in income for the years 2005 and 2004, respectively.  Four Oaks Mortgage Company, L.P. is owned 49.99% by our wholly owned subsidiary, Four Oaks Mortgage Services, L.L.C., and 50.01% by its general partner, CTX Mortgage Ventures, LLC, a wholly owned indirect subsidiary of Centex Corporation.  In December 2004, we added the Retail Real Estate Lending division, which works with individuals, developers and contractors involved in real estate acquisition and development.  Management historically has monitored and controlled increases in overhead expenses while being committed to developing the skills and enhancing the professionalism of our employees.  Employee turnover has been minimal, while the number of full-time equivalent employees has increased from 112 at December 31, 2001 to 135 at December 31, 2005.   18     Results of Operations Comparison of Financial Condition at December 31, 2005 and 2004  During 2005, our total assets increased by $124.4 million, or 31.2%, from $398.5 million at December 31, 2004 to $522.9 million at December 31, 2005. This increase in our total assets resulted primarily from growth in our net loans, which increased from $308.8 million at December 31, 2004 to $392.1 million at December 31, 2005, an increase of $83.4 million, or 26.9%.  The substantial growth in our loan portfolio continues to reflect a trend towards growth in commercial real estate lending primarily in real estate construction as a result of a continued shift in our markets from an agricultural focus to a suburban focus.  Loans secured by real estate at December 31, 2005, grew $67.1 million over the prior year of which $51.9 million was related to construction and land development loans.   In addition to loan growth, our securities portfolio increased $27.9 million to $80.2 million at December 31, 2005 and other earning assets (interest-earning deposits and FHLB stock) increased $7.1 million over the prior year.  Our loan growth, increases in our securities portfolio and other earning assets was primarily funded by deposit growth of $83.0 million, or 26.3%, during 2005 to $398.3 million at December 31, 2005 compared with $315.3 million at December 31, 2004.  Our local market customers continue to be our primary source for deposit growth, funding deposit growth predominantly in savings and time deposits.  Deposits from our local market customers provided $60.4 million of the December 31, 2005 increase in deposits over December 31, 2004 while deposits outside our local customer base provided the remaining $22.6 million.  The growth in deposits was encouraged by increased deposit rates as the national prime increased from 5.25% at January 1, 2005 to 7.25% at December 31, 2005 and successful deposit campaigns and branch calling efforts within our competitive market.  Shareholders equity increased by $4.3 million during 2005. This increase resulted from our net income of $5.0 million, dividend reinvestment plan proceeds of $671,000,proceeds from the exercise of stock options of $536,000 and employee stock purchase plan proceeds of $124,000, net of dividends paid of $1.3 million and other comprehensive loss of $738,000 comprised of unrealized losses on securities available for sale of $565,000, net of tax and unrealized losses on cash flow hedging activities of $173,000 net of tax.   Comparison of Operating Results for the Years Ended December 31, 2005 and 2004  Net Income  We earned net income of $5.0 million, or $1.15 basic net income per share for 2005, which was a 14.4% increase over net income of $4.4 million or $1.03 basic net income per share for 2004. We believe strategic pricing of both our loans and deposits improved our net interest margin by managing our overall cost of funds and allowing us to attract the higher balance, higher quality loans in our markets.  The resulting $3.5 million, or 21.9%, increase in net interest income absorbed a 16.1% increase in non-interest expense for 2005 over the prior year.  A full year of operating two new offices contributed to increased salaries and benefits, occupancy and equipment and other operating costs.  In addition to the new offices, rising costs in employee benefits also contributed to increased personnel expense.  Compliance costs related to the Sarbanes-Oxley Act of 2002 also increased costs for outside professional services.  Net Interest Income  Like most financial institutions, the primary component of earnings for the bank is net interest income.  Net interest income is the difference between interest income, principally from loan and investment securities, and interest expense, principally on customer deposits and borrowings.  Changes in net interest income result from changes in volume, spread and margin.  For this purpose, volume refers to the average dollar level of interest-earning assets and interest-bearing liabilities, spread refers to the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities, and margin refers to net interest income divided by average interest-earning assets.  Margin is influenced by the level and relative mix of interest-earning assets and interest-bearing liabilities, as well as by levels of non-interest-bearing liabilities and capital.  Net interest income increased to $19.4 million in 2005, with a net yield of 4.63%, compared to $15.9 million and a net yield of 4.56% in 2004, which was an increase of $3.5 million, or 7 basis points, from 2004.  The increase in net interest income primarily was generated by an increased volume of $12.5 million in average net interest-earning assets, which produced $3.0 million in net interest income.  The additional interest income over interest expense was driven by strong loan demand in a rising rate environment, acquisition of higher yielding investments as well as an increase of $10.0 million in average non-interest-bearing demand deposits.  Also contributing to the increase in net interest income was the positive results of repricing our interest-earning assets faster than our interest-bearing funds in a rising rate environment, producing an additional $630,000 in net interest income.  The rates earned on a substantial portion of our loans reprice to correspond with each prime rate increase.  Most of our interest-bearing liabilities, however, have fixed interest rates until maturity and as a result do not reprice as quickly or in the same increments as our loan portfolio.  The national prime increased 200 basis points during 2005 to 7.25% at December 31, 2005 from 5.25% at January 1, 2005.  19      On average, interest-earning assets grew $69.7 million during 2005 over the prior year period.  A substantial portion of the increase in interest-earning assets was achieved through increased loan demand.  Average loans increased $52.3 million during 2005 over the prior year to $351.1 million, generating additional interest income of $3.7 million. Rising interest rates generated additional interest income of $2.9 million on the banks loan portfolio. An increase in volume of interest-bearing liabilities of $58.0 million resulted in additional interest expense of $1.3 million while repricing due to rising interest rates increased interest expense by $2.9 million.  The increase in interest expense primarily resulted from a $29.9 million increase in higher costing jumbo time deposits at an average rate paid on these deposits of 3.27%.  However, an increase of $12.9 million in lower costing savings deposits at an average rate paid of 2.23% and an increase of $10.0 million in interest free demand deposits partially offset the increased cost of the jumbo time deposits.  Provision for Loan Losses and Asset Quality  Our provision for loan losses was $1.4 million during 2005 and $1.6 million during 2004.  Net charge-offs in 2005 declined to $493,000 compared to $971,000 in 2004. As a percent of average loans, net charge-offs were 0.14%, the lowest level in the past five years.  The lower level of net-charge-offs and nonperforming assets is attributable to continued efforts to improve asset quality, including improved underwriting.  The provision for loan losses is charged to bring the allowance for loan losses to the level deemed appropriate by management after adjusting for recoveries of amounts previously charged off. Loans are charged against the allowance for loan losses when management believes that the uncollectibility of a loan balance is confirmed. The allowance for loan losses is maintained at a level deemed adequate to absorb probable losses inherent in the loan portfolio and results from managements consideration of such factors as the financial condition of borrowers, past and expected loss experience, current economic conditions, and other factors management feels deserve recognition in establishing an appropriate reserve.  Although management attempts to maintain the allowance at a level deemed adequate, future additions to the allowance may be necessary based upon changes in market conditions or the status of the loans included in the loan portfolio.  In addition, various regulatory agencies periodically review our allowance for loan losses.  These agencies may require us to make adjustments based upon their judgments about information available to them at the time of their examination.  See Allowance for Loan Losses and Summary of Loan Loss Experience below.  The Company evaluates its loan portfolio in accordance with Statement of Financial Accounting Standards (SFAS) No. 114, Accounting by Creditors for Impairment of a Loan, as amended by SFAS No. 118, Accounting by Creditors for Impairment of a Loan - Income Recognition and Disclosure. Under these standards, a loan is considered impaired, based on current information and events, if it is probable that the Company will be unable to collect the scheduled payments of principal and interest when due according to the contractual terms of the loan agreement. Uncollateralized loans are measured for impairment based on the present value of expected future cash flows discounted at the historical effective interest rate or the loans observable market price, while all collateral-dependent loans are measured for impairment based on the fair value of the collateral. If the recorded investment in the loan exceeds the measure of fair value, a valuation allowance is established as a component of the allowance for loan losses.   This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant change.  Our non-performing assets, which consist of loans past due 90 days or more, real estate acquired in the settlement of loans, and loans in nonaccrual status, decreased from $1.6 million at December 31, 2004 to $1.3 million at December 31, 2005.  Our allowance for loan losses, expressed as a percentage of gross loans, was 1.25% and 1.30% at December 31, 2005 and 2004, respectively.  At December 31, 2005, the allowance for loan losses amounted to $5.0 million, which management believes is adequate to absorb losses inherent in its loan portfolio.  Non-interest Income  Non-interest income before gains and losses on sales of securities, loans and loss on hedges increased $93,000, or 2.5%, from $3.7 million during 2004 to $3.8 million in 2005. Our non-interest income is comprised primarily of service charges on deposit accounts, financial services commissions, merchant fees, bank-owned life insurance income and various other sources of miscellaneous operating income.  Fees charged on deposit accounts, our largest component of non-interest income, declined $66,000 for 2005 compared to 2004.  These fees have been trending downward as competition for deposits by offering lower fees on deposit accounts continues among banking institutions in our market areas.  Merchant fees increased $42,000 from $347,000 during 2004 to $389,000 in 2005. During the same period, other service charges, commissions and fees increased $211,000, of which $31,000 was attributable to increased profits from our investment in Four Oaks Mortgage Company, L.P., $39,000 was attributable to increased commissions from our financial services department and $81,000 was attributable to increased credit card interchange and stored value card fees.  Income from bank-owned life insurance decreased $94,000. Net losses of $386,000 on sales of investment securities were recognized in 2005 in efforts to position our investment portfolio for higher yielding securities in a rising interest rate environment.  A loss of $397,000 for 2005 was recognized due to the elimination of the fair value hedge accounting adjustments in net income for 2005.  Net gains of $71,000 from sales of investment securities were recognized during 2004. Our net gains on sales of loans continued to trend downward during 2005 with net gains of $61,000 recorded compared to $72,000 during 2004 and $212,000 during 2003.  The decline in loan sales was attributable to a slow down in funding of government-backed loans.  20      Non-interest Expense  Our non-interest expense increased from $11.5 million in 2004 to $13.4 million in 2005, an increase of $1.8 million. Although non-interest expense continues to increase, our non-interest expense as a percent of our average assets has declined over the last five years, down to below 3.0% for 2005, our lowest level in the last five years.  Approximately 51.3% of the $1.8 million increase in non-interest expense over 2004 was due to increases in salaries and benefits.  Salaries increased 12.7% while employee benefits increased 25.9%, primarily due to increased employee insurance costs.  In addition to normal salary increases and increased costs for employee benefits overall, personnel costs grew due to additional staffing needs throughout the bank.  In total, our number of full time equivalent employees grew from 126 for the year 2003, to 131 employees for the year 2004, up to 135 employees for the year 2005. The increased personnel costs reflect the costs of a full year of staffing two new offices which opened in January 2005.  In addition to personnel costs, additional costs during the year were incurred in occupancy and equipment due to the additional staff, the opening of the new offices, as well as general upgrades in technology throughout the bank. For 2005, occupancy and equipment expense increased $41,000 and $90,000, respectively, over the prior year. Additional testing and documentation required for compliance with the Sarbanes-Oxley Act of 2002 continued to increase our fees paid for outside professional services in 2005, contributing to an increase of $218,000 in professional and consulting fees over 2004.  Other operating expenses were up due to general asset growth and the increased costs due to additional staffing and new offices opened. The primary increases in other non-interest expense for 2005 over the prior year period included materials, training and seminars, up $40,000, advertising expense, up $62,000, printing and office supplies, up $39,000, postage and freight up $62,000, telephone expense up $13,000, checks, forgery and other losses up $46,000, auto expense up $35,000, waived charges up $73,000 and directors fees up $52,000. There were no other significant increases in the remaining other non-interest expense categories.   Comparison of Operating Results for the Years Ended December 31, 2004 and 2003  Net Income  We earned net income of $4.4 million or $1.03 basic net income per share for 2004, which was a 49.9% increase over net income of $2.9 million or $.70 basic net income per share for 2003. We believe strategic pricing of both our loans and deposits improved our net interest margin by lowering our overall cost of funds and allowing us to attract the higher balance, higher quality loans in our markets.  Cost containment initiatives that began in prior years continue to positively impact our overhead levels.  We incurred only a moderate increase in non-interest expense of 8.7% in 2004 over the prior year despite expenses incurred in preparation of the opening of two new offices in January 2005.  Non-interest expense increased 11.6% for the year 2003 over the prior year when one new branch was opened and one branch was permanently relocated from temporary quarters.  Net Interest Income  Net interest income increased to $15.9 million in 2004, with a net yield of 4.56%, compared to $13.0 million and a net yield of 4.33% in 2003, which was an increase of $2.9 million, or 23 basis points, from 2003.  Our level of average interest-earning assets increased from $300.7 million for 2003 to $349.6 million for 2004.  Although the average rate we earned on these assets dropped 8 basis points from 6.30% in 2003 to 6.22% in 2004, the average growth in volume of earning assets, primarily loans, provided additional interest income of $3.4 million offsetting the $546,000 decrease due to decline in yields.  Interest paid on interest-bearing liabilities declined $111,000 for 2004 due to declines in rates paid on interest-bearing funds.  Our average interest-bearing liabilities, primarily time deposits, grew 15.9% to $282.7 million for 2004 resulting in an increase in interest expense of $828,000.  However, declines in rates paid on interest-bearing funds provided a decrease in interest expense of $939,000, primarily in time deposits where the average rates paid for time deposits greater than $100,000 declined 56 basis points and other time deposits declined 32 basis points.  The growth in our non-interest-bearing demand deposits of 22.9% also contributed to our increase in net interest income. Provision for Loan Losses and Asset Quality  Our provision for loan losses was $1.6 million during 2004 and $1.4 million during 2003.  Net charge-offs in 2004 were $971,000 compared to $803,000 in 2003.  This increase resulted primarily from the growth in our loan portfolio during the year.  21      Our non-performing assets, which consist of loans past due 90 days or more, real estate acquired in the settlement of loans, and loans in nonaccrual status, decreased from $1.8 million at December 31, 2003 to $1.6 million at December 31, 2004.  Our allowance for loan losses, expressed as a percentage of gross loans, was 1.30% and 1.26% at December 31, 2004 and 2003, respectively.  At December 31, 2004, the allowance for loan losses amounted to $4.1 million, which management believes is adequate to absorb losses inherent in its loan portfolio.  Non-interest Income  Non-interest income increased 10.9% from $3.5 million during 2003 to $3.8 million during 2004.  The $379,000 increase in non-interest income from 2003 to 2004 primarily resulted from increases in service charges on deposits accounts of $74,000, merchant fees of $23,000,   other service charges of $389,000, as well as increases in income from bank-owned life insurance of $235,000, all of which were in part offset by declines in net gains from sales of securities and loans.  Our net gains on sales of loans declined $140,000 in 2004 compared to the previous year primarily due to a slow down in funding of government-backed loans, which generated net gains of $212,000 during 2003.  Non-interest Expense  Our non-interest expense increased from $10.6 million in 2003 to $11.5 million in 2004, an increase of $919,000. Approximately 48.9% of this increase was due to increases in salaries and benefits.  In addition to normal salary increases and increased benefits costs, we opened two new offices in January 2005, incurring additional expense during the fourth quarter of 2004 in preparation for these two new locations.  Professional fees increased due to our preparation for compliance with the Sarbanes-Oxley Act of 2002.  Liquidity and Capital Resources  Our liquidity position is primarily dependent upon the banks need to respond to loan demand, the short-term demand for funds caused by withdrawals from deposit accounts (other than time deposits) and the liquidity of its assets.  The banks primary liquidity sources include cash and amounts due from other banks, federal funds sold, and U.S. Government Agency and other short-term investment securities.  In addition, the bank has the ability to borrow funds from the Federal Reserve Bank and the Federal Home Loan Bank of Atlanta (FHLB), to purchase federal funds from other financial institutions and to obtain wholesale deposits. At December 31, 2005, the bank had available lines of credit totaling $104.5 million with the FHLB and $32.7 million lines of credit from various financial institutions to purchase federal funds.  Our management believes that our liquidity sources are adequate to meet our operating needs and the operating needs of the bank for the next eighteen months. Total shareholders equity was $41.6 million, or 8.03% of total assets at December 31, 2005, and $37.3 million or 9.36% of total assets at December 31, 2004.  Off-Balance Sheet Arrangements  As part of its normal course of business to meet the financing needs of its customers, the bank is at times a party to financial instruments with off-balance sheet credit risk.  Such instruments include commitments to extend credit and standby letters of credit. At December 31, 2005, the banks outstanding commitments to extend credit consisted of undisbursed lines of credit, other commitments to extend, undisbursed portion of construction loans and stand-by letters of credit of $102.0 million.  Additional detail regarding the banks off-balance sheet risk exposure is presented in Note K to the accompanying consolidated financial statements and the discussion below under Derivative Financial Instruments.  Interest Rate Sensitivity Analysis  As a part of our interest rate risk management policy, we periodically perform an interest rate sensitivity analysis. Interest rate sensitivity analysis is a common, though imperfect, measure of interest rate risk, which measures the relative dollar amounts of interest-earning assets and interest-bearing liabilities that reprice within a specific time period, either through maturity or rate adjustment. Any resulting interest rate gap is the difference between the amounts of such assets and liabilities that are subject to repricing. A positive gap for a given period means that the amount of interest-earning assets maturing or otherwise repricing within that period exceeds the amount of interest-bearing liabilities maturing or otherwise repricing within the same period. Accordingly, in a declining interest rate environment, an institution with a positive gap would generally be expected, absent the effects of other factors, to experience a decrease in the yield on its assets greater than the decrease in the cost of its liabilities, and its net interest income should be negatively affected. Conversely, the yield on its assets for an institution with a positive gap would generally be expected to increase more quickly than the cost of funds in a rising interest rate environment, and such institutions net interest income generally would be expected to be positively affected by rising interest rates. Changes in interest rates generally have the opposite effect on an institution with a negative gap.  22      The table below sets forth the amounts of our interest-earning assets and interest-bearing liabilities outstanding as of December 31, 2005 that are projected to reprice or mature in each of the future time periods shown. Except as stated below, the amounts of assets and liabilities shown that reprice or mature within a particular period were determined in accordance with the contractual terms of the assets or liabilities. Loans with adjustable rates are shown as being due at the end of the next upcoming adjustment period. Money market deposit accounts and negotiable order of withdrawal or other transaction accounts are assumed to be subject to immediate repricing and depositor availability and have been placed in the shortest period. In making the gap computations, none of the traditional assumptions regarding prepayment rates and deposit decay rates have been used for any interest-earning assets or interest-bearing liabilities. In addition, the table does not reflect scheduled principal payments that will be received throughout the lives of the loans or investments. The interest rate sensitivity of our assets and liabilities illustrated in the following table would vary substantially if different assumptions were used or if actual experience differs from that indicated by such assumptions. (Dollars in thousands).  Interest Rate Sensitivity as of December 31, 20053 MonthsOver 3 MonthsTotal WithinOver 12or Lessto 12 Months12 MonthsMonthsTotalInterest-earning assets:Loans$224,889$16,950$241,839$155,255$397,094Securities available for sale22,0112,01378,19680,209Other earning assets9,704-9,7043,65513,359Total interest-earning assets$234,595$18,961$253,556$237,106$490,662Percent of total interest-earning assets47.81%3.86%51.68%48.32%100.00%Cumulative percent of total interest-earning assets47.81%51.68%51.68%100.00%100.00%Interest-bearing liabilities:Fixed maturity deposits$58,836$90,524$149,360$76,837$226,197All other deposits103,151-103,151-103,151Borrowings20,98016021,14053,00074,140Total interest-bearing liabilities$182,967$90,684$273,651$129,837$403,488Percent of total interest-bearing liabilities45.35%22.48%67.83%32.18%100.00%Cumulative percent of total interest-bearing liabilities45.35%67.83%67.83%100.00%100.00%Interest sensitivity gap$51,628$(71,723)$(20,095)$107,269$87,174Cumulative interest sensitivity gap51,628(20,095)(20,095)87,17487,174Cumulative interest sensitivity gap as apercent of total interest-earning assets10.52%(4.10%)(4.10%)17.77%17.77%Cumulative ratio of interest-sensitive assets to interest-sensitive liabilities128.22%92.66%92.66%121.61%121.61%   23     Contractual Obligations and Commitments  In the normal course of business there are various outstanding contractual obligations that require future cash outflows.  The following table shows our expected contractual obligations and future operating lease commitments as of December 31, 2005 (in thousands):  Payments Due by PeriodTotalLess than  1 year2-3 years4-5 yearsMore than
5 yearsBorrowings$74,140$21,140$-$10,000$43,000Operating leases12262537-Building obligation1,0321,032---Deposits226,197(1)149,36049,10813,72914,000Purchase obligations500500---Total$302,041(1)$172,094$49,161$23,736$57,000(1)As Restated, See Note A.   The following table shows our undisbursed lines of credit, other commitments to extend, undisbursed portion of construction loans and stand-by letters of credit as of December 31, 2005 (in thousands):  Amount of Commitment Expiration Per PeriodTotalLess than 
1 year2-3 years4-5 yearsMore than
5 yearsUndisbursed lines of credit$25,299$187$7,736$365$17,011Other commitments to extend30,22721,0287,3304811,388Undisbursed portion of construction loans41,65737,8703,77512-Stand-by letters of credit4,7962,2252,53437-Total$101,979$61,310$21,375$895$18,399   Inflation  The effect of inflation on financial institutions differs somewhat from the effect it has on other businesses.  The performances of banks, with assets and liabilities that are primarily monetary in nature, are affected more by changes in interest rates than by inflation.  Interest rates generally increase as the rate of inflation increases, but the magnitude of the change in rates may not be the same.  During periods of high inflation, there are normally corresponding increases in the money supply, and banks will normally experience above average growth in assets, loans and deposits.  Also, general increases in the price of goods and services will generally result in increased operating expenses.  Income Taxes  Income taxes, as a percentage of income before income taxes, for 2005 and 2004 were 35.37% and 34.54%, respectively.  The increase was the result of managements redirection of funds between loans and different types of taxable and tax exempt interest-bearing assets in response to economic conditions and the banks liquidity requirements.   24





Distribution of Assets, Liabilities and Shareholders Equity; Interest Rates and Interest Differential  The following schedule presents average balance sheet information for the years 2005, 2004 and 2003, along with related interest earned and average yields for interest-earning assets and the interest paid and average rates for interest-bearing liabilities.  Non-accrual notes are included in loan amounts.  Average Daily Balances, Interest Income/Expense, Average Yield/RateFor the Years Ended December 31,200520042003(As Restated, See Note A)AverageAverageAverageAverageAverageAveragebalanceInterestratebalanceInterestRatebalanceInterestRate(Dollars in thousands)Interest-earning assets:Loans$351,103$26,6127.58%$298,783$19,9686.68%$249,240$17,3186.95%Investment securities - taxable57,2422,3894.17%40,7291,4703.61%40,6911,2723.13%Investment securities - tax-exempt3,1751183.72%4,2781623.79%4,9682124.27%Other7,7872853.66%5,8061482.55%5,7731412.44%Total interest-earning assets419,30729,4047.01%349,59621,7486.22%300,67218,9436.30%Other assets30,15526,82623,550$449,462$376,422$324,222Total assetsInterest-bearing liabilities:Deposits:NOW and money market$57,9288081.39%$52,6773610.69%$39,3132380.61%Savings26,8585992.23%13,967590.42%12,659630.50%Time deposits greaterthan $100,000124,2484,0663.27%94,3131,9782.10%70,5671,8782.66%Other time deposits80,6102,3492.91%78,9871,7252.18%87,2852,1862.50%Borrowings51,1542,1604.22%42,7991,6883.94%34,2001,5574.55%Total interest-bearingliabilities340,7989,9822.93%282,7435,8112.06%244,0245,9222.43%Non-interest-bearing deposits65,57055,58045,214Other liabilities3,4812,9642,643Shareholders equity39,61335,13532,341Total liabilities andshareholders equity$449,462$376,422$324,222Net interest income andinterest rate spread$19,4224.08%$15,9374.16%$13,0213.87%Net yield on average interest-earning assets4.63%4.56%4.33%Ratio of average interest-earningassets to average interest-bearingliabilities123.04%123.64%123.21%


25


The following table shows changes in interest income and expense by category and rate/volume variances for the years ended December 31, 2005 and 2004. The changes due to rate and volume were allocated on their absolute values:  Year Ended
 December 31, 2005 vs. 2004Year Ended 
December 31, 2004 vs. 2003(As Restated, See Note A)
Increase (Decrease) Due toIncrease (Decrease) Due toVolumeRateTotalVolumeRateTotal(In thousands)Interest income:Loans$3,730$2,914$6,644$3,377$(727)$2,650Investment securities - taxable6432769191197198Investment securities - tax-exempt(41)(3)(44)(28)(22)(50)Other6275137167Total interest income4,3943,2627,6563,351(546)2,805Interest expense:Deposits:NOW and money market553924478637123Savings1713695406(10)(4)Time deposits greater than $100,0008041,2842,088566(466)100Other time deposits41583624(195)(266)(461)Borrowings341131472365(234)131Total interest expense1,4122,7594,171828(939)(111)Net interest income increase$2,982$503$3,485$2,523$393$2,916    Market Risk  Like most financial institutions, our most significant market risk exposure is the risk of economic loss resulting from adverse changes in market price and interest rates.  This risk of loss can be reflected in diminished current market values and/or reduced potential net interest income in future periods.  Our market risk arises primarily from interest rate risk inherent in our lending and deposit-taking activities.  The structure of our loan and deposit portfolios is such that a significant decline in interest rates may adversely impact net market values and net interest income.  We do not maintain a trading account nor are we subject to currency exchange risk or commodity price risk.  Interest rate risk is monitored as part of the banks asset/liability management function. The following table presents information about the contractual maturities, average interest rates and estimated fair values of our financial instruments we considered market risk sensitive as of December 31, 2005. Loans include non-accrual loans but not the allowance for loan losses. (Dollars in thousands).  26      20062007200820092010Five YearsTotalInterest RateFair ValueFinancial assets:Loans:Fixed rate$  29,699$  29,986$  39,866$ 44,138$ 31,443$  9,540$ 184,6727.19%$  182,991Variable Rate212,422-----212,4227.80%210,489Securities available for sale2,0133,9585,92110,09029,45328,77480,2094.50%80,209Other earning assets9,704-----9,7044.09%9,704Total$  253,838$  33,944$  45,787$ 54,228$  60,896$  38,314$ 487,0076.95%$  483,393Financial liabilities:Money market, NOW and savings deposits$ 103,151-----$ 103,1511.32%$   90,850Time deposits149,360$  23,220$    6,830$ 19,421$   27,366-226,1973.66%226,455Borrowings21,140---10,00043,00074,1404.43%73,651Total$ 273,651$  23,220$     6,830$ 19,421$   37,366$   43,000$  403,4883.20%$    390,956   Derivative Financial Instruments  A derivative is a financial instrument that derives its cash flows, and therefore its value, by reference to an underlying instrument, index or reference rate.  These instruments primarily consist of interest rate swaps, caps, floors, financial forward and futures contracts and options written or purchased.  Derivative contracts are written in amounts referred to as notional amounts.  Notional amounts only provide the basis for calculating payments between counterparties and do not represent amounts to be exchanged between parties and are not a measure of financial risk.  Credit risk arises when amounts receivable from counterparty exceed amounts payable.  We control our risk of loss on derivative contracts by subjecting counterparties to credit reviews and approvals similar to those used in making loans and other extensions of credit.  We have used interest rate swaps in the management of interest rate risk.  Interest rate swaps are contractual agreements between two parties to exchange a series of cash flows representing interest payments.  A swap allows both parties to alter the repricing characteristics of assets or liabilities without affecting the underlying principal positions.  Through the use of a swap, assets and liabilities may be transformed from fixed to floating rates, from floating rates to fixed rates, or from one type of floating rate to another.  At December 31, 2005, swap derivatives with a total notional value of $63.7 million, with terms ranging up to five years, were outstanding.  Although off-balance sheet derivative financial instruments do not expose us to credit risk equal to the notional amount, such agreements generate credit risk to the extent of the fair value gain in an off-balance sheet derivative financial instrument if the counterparty fails to perform.  We minimize such risk by evaluating the creditworthiness of the counterparties and consistently monitoring these agreements.  The counterparties to these arrangements are primarily large commercial banks and investment banks.  Where appropriate, master netting agreements are arranged or collateral is obtained in the form of rights to securities.  At December 31, 2005, our interest rate swaps reflected a net unrealized loss of $1.0 million.  Other risks associated with interest-sensitive derivatives include the effect on fixed rate positions during periods of changing interest rates.  Indexed amortizing swaps notional amounts and maturities change based on certain interest rate indices.  Generally, as rates fall the notional amounts decline more rapidly, and as rates increase notional amounts decline more slowly.  As of December 31, 2005, we had no indexed amortizing swaps outstanding. Under unusual circumstances, financial derivatives also increase liquidity risk, which could result from an environment of rising interest rates in which derivatives produce negative cash flows while being offset by increased cash flows from variable rate loans.  We consider such risk to be insignificant due to the relatively small derivative positions we hold.  A discussion of derivatives is presented in Note J to our consolidated financial statements, which are presented under Item 8 of Part III in this Form 10-K.   27     Quarterly Financial Information The following table sets forth, for the periods indicated, certain of our consolidated quarterly financial information.  This information is derived from our unaudited financial statements, which include, in the opinion of management, all normal recurring adjustments that management considers necessary for a fair presentation of the results for such periods.  This information should be read in conjunction with our consolidated financial statements included under Item 8 of Part II in this Form 10-K.  The results for any quarter are not necessarily indicative of results for any future period. (Dollars in thousands, except per share data).  Year Ended December 31, 2005Year Ended December 31, 2004FourthThirdSecondFirstFourthThirdSecondFirstQuarterQuarterQuarterQuarterQuarterQuarterQuarterQuarterOperating Data:Total interest income$        8,507$        7,766$        6,908$        6,223$        5,856$        5,609$        5,215$        5,068Total interest expense3,1372,7242,2251,8971,5671,5051,4011,338Net interest income5,3705,0424,6834,3264,2894,1043,8143,730Provision for loan losses527498191187205401422568Net interest income after provision4,8434,5444,4924,1394,0843,7033,3923,162Non-interest income5587311,3154739381,071982858Non-interest expense3,3933,3583,4083,1953,0682,7892,8602,790Income before income taxes2,0081,9172,3991,4171,9541,9851,5141,230Provision for income taxes703700860475691654532431Net income$        1,305$        1,217$        1,539$           942$        1,263$        1,331$           982$           799Per Share Data:Net income:Basic$          0.30$          0.28$          0.35$          0.22$          0.30$          0.31$          0.23$          0.19Diluted0.300.280.350.22$          0.30$          0.31$          0.23$          0.19Cash dividends declared0.080.070.070.070.060.060.060.06Common stock price:High$        25.00$        24.00$        23.20$        19.20$        20.00$        14.72$        15.68$        16.64Low19.8019.8018.6417.6014.8814.0814.0813.44   28      Investment Portfolio  The valuations of investment securities at December 31, 2005, 2004 and 2003, respectively, were as follows (in thousands):  Available for Sale200520042003Amortized CostEstimated fair valueAmortized costEstimated fair valueAmortized codeEstimated fair valueU.S. Government and agency Securities$ 69,108$ 68,431$ 34,991$ 34,958$ 15,866$ 15,914State and municipal securities3,9633,9103,5733,6324,6644,955Mortgage-backed securities7,0036,90412,75912,77516,53516,502Other685964628977567832Total securities$ 80,759$ 80,209$ 51,951$ 52,342$ 37,632$ 38,203Pledged securities$ 65,159$ 33,408$ 12,329   The following table sets forth the carrying value of our available for sale investment portfolio at December 31, 2005 (in thousands):   Carry Value1 YearAfter 1 Year through 5 YearsAfter 5 Years through 10 YearsAfter 10 YearsTotalU.S. Government and agency  securities$1,000$47,810$19,621$-$68,431State and municipal securities$-$339$1,436$2,135$3,910Mortgage-backed securities$-$1,546$9044,454$6,904Other---964964Total$1,000$49,695$21,961$7,553$80,209   The following table sets forth the weighted average yield by maturity of our available for sale investment portfolio at December 31, 2005 amortized cost:   Weighted Average Yields1 YearAfter 1 Year through 5 YearsAfter 5 Years through 10 YearsAfter 10 YearsTotalU.S. Government and agency
securities5.50%4.57%4.40%-4.54%State and municipal securities-5.29%3.32%3.63%3.65%Mortgage-backed securities-4.12%5.24%4.91%4.77%Other---4.53%4.53%Total weighted average yields5.50%4.57%4.36%4.49%4.52%   29     Loan Portfolio  Loans consisted of the following, as extracted from the Call Reports of December 31, 2005, 2004, 2003, 2002 and 2001 (in thousands):  20052004200320022001Loans receivable:Loans secured by real estate:Construction and land development$142,592$90,742$66,242$56,780$44,770Secured by farmland11,65015,20313,3848,2907,171Secured by 1-4 family residential properties:Revolving open-end loans & lines of credit23,58123,29518,87916,56914,603All other66,14058,15855,11343,82148,190Secured by multifamily residential properties4,0855,0883,6343,2652,621Secured by nonfarm nonresidential
properties84,18972,61163,37242,94138,446Loans to finance agricultural production and other loans to farmers3,7294,0205,0846,2776,329Commercial and industrial loans34,16626,00527,87229,90826,420Loans to individuals for household,
family and other personal expenditures:Credit cards and related plans3,9333,8073,5743,5272,917Other22,43813,40014,45817,17717,169Obligations of states and political subdivisions in the U.S.:Tax exempt obligations113225332-202All other loans787628836921953Lease financing receivables912131420Deferred cost (unearned income) on loans318379170(80)(11)Total loans397,094312,815272,623229,570209,822Allowance for loan losses(4,965)(4,055)(3,430)(2,860)(2,650)Net loans$392,129$308,760$269,193$226,710$207,172Commitments and contingencies:Commitments to make loans$97,183$89,377$68,731$44,525$45,510Standby letters of credit$4,796$1,726$1,003$2,408$653   30     Certain Loan Maturities  The maturities and carrying amounts of certain loans as of December 31, 2005 are summarized as follows (in thousands):  Commercial Financial 
and AgriculturalReal Estate Construction and Land DevelopmentTotalDue within one year$40,213$84,519$124,732Due after one year to five years:Fixed rate47,64539,93787,582Variable rate36,48613,34149,827Due after five years:Fixed rate3,6111,6015,212Variable rate5,4953,1948,689Total$133,450$142,592$276,042  Risk Elements  Past due and non-accrual loans, as extracted from the Call Reports of December 31, 2005, 2004, 2003, 2002 and 2001 were as follows (in thousands): 20052004200320022001Non-accrual loans:Real estate loans$535$614$739$1,059$1,651Installment loans114809619162Commercial and all other loans348250224287331Total$997$944$1,059$1,537$2,044Agricultural loans included above$252$197$110$163$82Past due 90 days or more and still accruing:Real estate loans$64$188$597$-$24Installment loans-153619Credit cards and related plans101118179Commercial and all other loans-26153065Total$74$226$635$83$117Agricultural loans included above$-$26$-$17$65   Foreclosed assets (included in other assets) were $247,000, $404,000, $75,000, $442,000, and $170,000, at December 31, 2005, 2004, 2003, 2002, and 2001, respectively.    31     Allowance for Loan Losses and Summary of Loan Loss Experience  As a matter of policy, the bank maintains an allowance for loan losses.  The allowance for loan losses is created by direct charges to income and by recoveries of amounts previously charged off.  The allowance is reduced as losses on loans are charged against the allowance when realized.   We evaluate our loan portfolio in accordance with Statement of Financial Accounting Standards (SFAS) No. 114, Accounting by Creditors for Impairment of a Loan, as amended by SFAS No. 118, Accounting by Creditors for Impairment of a Loan - Income Recognition and Disclosure. Under these standards, a loan is considered impaired, based on current information and events, if it is probable that the company will be unable to collect the scheduled payments of principal and interest when due according to the contractual terms of the loan agreement. Uncollateralized loans are measured for impairment based on the present value of expected future cash flows discounted at the historical effective interest rate or the loans observable market price, while all collateral-dependent loans are measured for impairment based on the fair value of the collateral. If the recorded investment in the loan exceeds the measure of fair value, a valuation allowance is established as a component of the allowance for loan losses.   This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant change.  The loan portfolio and the adequacy of the allowance is evaluated by management at least quarterly. In addition, our Loan Committee reviews our loan portfolio and credit quality quarterly.  The amount of the allowance is based on managements evaluation of the loan portfolio including trends in composition, growth and terms, historical and expected loan loss experience, economic conditions and conditions that may affect the borrowers ability to pay, and other factors management deems appropriate.  In addition, regulatory examiners may require the bank to recognize changes to the allowance for loan losses based on their judgments about information available to them at the time of their examination. The banks management believes its allowance for loan losses is adequate under existing economic conditions to absorb loan losses inherent in its loan portfolio. Although management attempts to maintain the allowance at a level deemed adequate, future additions to the allowance may be necessary based upon changes in market conditions or the status of the loans included in the loan portfolio.  The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loans are charged against the allowance for loan losses when management believes that the uncollectibility of a loan balance is confirmed. In addition to the review of loans considered impaired as discussed above, the allowance for loan losses is also based upon such factors as changes in the trends in volumes and terms of loans, levels and trends of charge-offs and recoveries, national and local economic trends and conditions that may affect the borrowers ability to pay, effects of changes in risk selection and underwriting standards as well as overall portfolio quality.  If conditions change substantially from the assumptions used to evaluate the allowance for loan losses, it is possible that management's assessment of the allowance may change.  32      The following table summarizes the banks loan loss experience for the years ending December 31, 2005, 2004, 2003, 2002 and 2001 (in thousands, except ratios): 20052004200320022001Balance at beginning of period$4,055$3,430$2,860$2,650$2,770Charge-offs:Commercial and other245417311604668Real estate158395342240174Installment loans to individuals198237396283176Credit cards and related plans952978872606961,3461,1371,1991,078Recoveries:Commercial and other49206317438Real estate19271341324Installment loans69561596253Credit cards and related plans668610129203375334161124Net charge-offs4939718031,038954Additions charged to operations1,4031,5961,3731,248834Balance at end of year$4,965$4,055$3,430$2,860$2,650Ratio of net charge-offs during the year to average gross loans outstanding during the year.14%.32%.32%.48%.47%   The following table summarizes the banks allocation of allowance for loan losses at December 31, 2005, 2004, 2003, 2002 and 2001 (in thousands, except ratios): At December 31,200520042003Amount% of Total
 Loans (1)Amount% of Total 
Loans (1)Amount% of Total 
Loans (1)Real estate loans$4,15084%$3,43284%$2,77381%Commercial and industrial loans47410%38910%41512%Installment loans3306%2236%2277%Unallocated11-%11-%15-%Total$4,965100%$4,055100%$3,430100%      33      At December 31,20022001Amount% of Total
 Loans (1)Amount% of Total 
Loans (1)Real estate loans$2,13975%$1,96774%Commercial and industrial loans45116%41416%Installment loans2589%25410%Unallocated12-%15-%Total$2,860100%$2,650100%  ________________________________________
(1) Represents total of all outstanding loans in each category as a percentage of total loans outstanding. Deposits  Time certificates in amounts of $100,000 or more outstanding at December 31, 2005 by maturity were as follows (in thousands): At December 31, 2005(As Restated, See Note A)AmountThree months or less$               31,072Over three months through twelve months51,946Over twelve months through three years33,102Over three years25,877Total$ 141,997 Borrowings  The bank borrows funds principally from the Federal Home Loan Bank of Atlanta.  Information regarding such borrowings is as follows (in thousands, except rates):  200520042003Balance outstanding at December 31$63,000$43,000$33,000Weighted average rate at December 314.44%3.86%4.58%Maximum borrowings during the year$63,000$43,000$35,760Average amounts outstanding during year$48,945$42,799$34,200Weighted average rate during year4.23%3.94%4.55% In addition, short-term advances of $480,000 were outstanding from the Federal Home Loan Bank at December 31, 2005. For 2005 and 2004, average outstanding short-term balances were $148,000 and $638,000, respectively.  At December 31, 2004, there were no short-term Federal Home Loan Bank advances outstanding.  In addition, the bank may purchase federal funds through unsecured federal funds lines of credit with various banks aggregating $32.7 million.  These lines are intended for short-term borrowings and are payable on demand and bear interest based upon the daily federal funds rate.  For 2005 and 2004, average federal funds purchased were $1.9 million and $1.1 million, respectively. At December 31, 2005 the bank had $10.5 million of federal funds borrowings outstanding under these lines. At December 31, 2004, there were no federal funds borrowings outstanding.  Also included with the banks borrowings at December 31, 2005 and 2004, is an outstanding promissory note for $160,000 for the purchase of property.  The note matures June 2006 and bears interest at 7.50%.   34     Critical Accounting Estimates and Policies  We prepare our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.  Critical accounting estimates and policies are those we believe are both most important to the portrayal of our financial condition and results, and require our most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Judgments and uncertainties affecting the application of those policies may result in materially different amounts being reported under different conditions or using different assumptions. We believe that the allowance for loan losses represents a particularly sensitive accounting estimate.  The amount of the allowance is based on managements evaluation of the collectibility of the loan portfolio, including the maturity of the loan portfolio, credit concentration, trends in historical loss experience, specific impaired loans and general economic conditions.  See Note B to the consolidated financial statements for a comprehensive discussion of our accounting policy for the allowance for loan losses.  New Accounting Standards  In December 2004, the FASB issued SFAS 123 (revised 2004), Share-Based Payment, (SFAS No. 123(R)), which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation.  SFAS No. 123(R) supersedes Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees (APB 25), and amends SFAS No. 95 Statement of Cash Flows.  SFAS No. 123(R) establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services.  This Statement focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions.  SFAS No. 123(R) requires that the fair value of such equity instruments be recognized as an expense in the historical financial statements as services are performed.  Prior to SFAS No. 123(R), only certain proforma disclosures of fair value were required.  The provisions of this Statement are effective for the first annual reporting period that begins after June 15, 2005. Accordingly, we will adopt SFAS No. 123(R) commencing with the quarter ending March 31, 2006.   If we had included the cost of employee stock option compensation in our consolidated financial statements, our net income for the fiscal years ended December 31, 2005, 2004, and 2003 would have decreased by approximately $88,000, $64,000, and $68,000, respectively.  Accordingly, the adoption of SFAS No. 123(R) is not expected to have a material effect on our consolidated financial statements.    Item 7A  Quantitative and Qualitative Disclosures About Market Risk.  This information is included under Item 7 of this report under the captions Interest Rate Sensitivity, Market Risk, and Derivative Financial Instruments.  Item 8 - Financial Statements.  35        REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM    The Board of Directors and Shareholders Four Oaks Fincorp, Inc. Four Oaks, North Carolina   We have audited the accompanying consolidated balance sheets of Four Oaks Fincorp, Inc. and Subsidiaries as of December 31, 2005 and 2004 and the related consolidated statements of operations, comprehensive income, shareholders equity and cash flows for each of the years in the three-year period ended December 31, 2005. These consolidated financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these consolidated 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.  We were not engaged to perform an audit of the Companys internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and 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 Four Oaks Fincorp, Inc. and Subsidiaries as of December 31, 2005 and 2004, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2005 in conformity with accounting principles generally accepted in the United States of America.  As discussed in Note A to the consolidated financial statements, the Company has restated it 2005 consolidated financial statements.  /s/ Dixon Hughes PLLC. Sanford, North Carolina March 15, 2006, except as to the restatement discussed in Note A to the consolidated financial statements which is as of September 11, 2006.   36     Four Oaks Fincorp, Inc. Consolidated Statements of Operations December 31, 2005 and 2004  20052004(As Restated, See Note A)(Amounts in thousands except share data)ASSETSCash and due from banks$13,211$10,634Interest-earning deposits9,7043,615Investment securities available for sale, at fair value80,20952,342Loans397,094312,815Allowance for loan losses(4,965)(4,055)Net loans392,129308,760Accrued interest receivable2,9502,210Bank premises and equipment, net9,68310,149FHLB stock3,6552,621Investment in life insurance7,8756,054Other assets3,4562,115Total assets$522,872$398,500LIABILITIES AND SHAREHOLDERS' EQUITYDeposits:Non-interest-bearing demand$68,993$59,528Money market and NOW accounts59,25155,467Savings43,90014,900Time deposits, $100,000 and over141,997108,655Other time deposits84,20076,757Total deposits398,341315,307Borrowings74,14043,160Accrued interest payable2,2551,201Other liabilities6,5241,537Total liabilities481,260361,205Commitments and Contingencies (Notes I, J and M)Shareholders equity:Common stock; $1.00 par value, 10,000,000shares authorized; 4,379,258 and 3,438,107 shares issuedand outstanding at December 31, 2005 and 2004, respectively4,3793,438Additional paid-in capital9,1788,788Retained earnings28,81525,091Accumulated other comprehensive loss(760)(22)Total shareholders equity41,61237,295Total liabilities and shareholders equity$522,872$398,500   The accompanying notes are an integral part of these consolidated financial statements.
37     Four Oaks Fincorp, Inc. Consolidated Statements of Operations For the Years Ended December 31, 2005, 2004 and 2003  200520042003(As Restated, 
See Note A)(Amounts in thousands, except per share data)Interest and dividend income:Loans, including fees$26,612$19,968$17,318Investment securities:Taxable2,3891,4701,272Tax-exempt118162212Dividends15510988Interest-earning deposits1303953Total interest and dividend income29,40421,74818,943Interest expense:Deposits7,8234,1234,365Borrowings2,1601,6881,557Total interest expense9,9835,8115,922Net interest income19,42115,93713,021Provision for loan losses1,4031,5961,373Net interest income after provision for loan losses18,01814,34111,648Non-interest income:Service charges on deposit accounts1,8751,9411,867Other service charges, commissions and fees1,2351,024635Gains (losses) on sale of investment securities(386)71273Losses on hedges(397)--Gains on sale of loans6172212Merchant fees389347324Income from investment in bank-owned life insurance300394159Total non-interest income3,0773,8493,470Non-interest expenses:Salaries6,0335,3544,934Employee benefits1,3061,0371,008Occupancy expenses549508493Equipment expenses1,3131,2231,124Professional and consulting fees965747664Other taxes and licenses248251251Merchant processing expenses341304277Other operating expenses2,5992,0831,837Total non-interest expenses13,35411,50710,588Income before income taxes7,7416,6834,530Provision for income taxes2,7382,3081,612Net income$5,003$4,375$2,918Basic net income per common share$1.15$1.03$0.70Diluted net income per common share$1.14$1.02$0.69   The accompanying notes are an integral part of these consolidated financial statements.
38     Four Oaks Fincorp, Inc. Consolidated Statements of Comprehensive Income For the Years Ended December 31, 2005, 2004 and 2003  200520042003(As Restated, 
See Note A)(Amounts in thousands)Net income$5,003$4,375$2,918Other comprehensive income:Securities available for sale:Unrealized holding gains (losses) onavailable for sale securities(1,326)(109)40Tax effect52944(17)Reclassification of (gains) losses recognized innet income386(71)(273)Tax effect(154)28109Net of tax amount(565)(108)(141)Cash flow hedging activities:Unrealized holding losses on cash flowhedging activities(290)(370)(56)Tax effect11714822Net of tax amount(173)(222)(34)Total other comprehensive loss(738)(330)(175)Comprehensive income$4,265$4,045$2,743   The accompanying notes are an integral part of these consolidated financial statements.
39     Four Oaks Fincorp, Inc. Consolidated Statements of Shareholders Equity For the Years Ended December 31, 2005, 2004 and 2003    AccumulatedAdditionalotherTotalCommon stockpaid-inRetainedcomprehensiveshareholdersSharesAmountcapitalearningsincome (loss)equity(Amounts in thousands, except share data)BALANCE, DECEMBER 31, 20022,144,211$2,144$7,716$20,850$483$31,193Net income---2,918-2,918Other comprehensive loss----(175)(175)Effect of 5-for-4 stock split533,706534(542)--(8)Issuance of common stock42,01442837--879Current income tax benefit--18--18Purchases and retirementof common stock(43,668)(44)-(949)-(993)Cash dividends of $.23 per share---(952)-(952)BALANCE, DECEMBER 31, 20032,676,2632,6768,02921,86730832,880Net income---4,375-4,375Other comprehensive loss----(330)(330)Effect of 5-for-4 stock split682,474683(683)---Issuance of common stock82,170821,348--1,430Current income tax benefit--94--94Purchases and retirementof common stock(2,800)(3)-(62)-(65)Cash dividends of $.26 per share---(1,089)-(1,089)BALANCE, DECEMBER 31, 20043,438,1073,4388,78825,091(22)37,295Net income(1)---5,003-5,003Other comprehensive loss----(738)(738)Effect of 5-for-4 stock split872,060872(872)---Issuance of common stock69,091691,161--1,230Current income tax benefit--101--101Cash dividends of $.30 per share---(1,279)-(1,279)BALANCE, DECEMBER 31, 2005(1)4,379,258$4,379$9,178$28,815$(760)$41,612  (1) As Restated, See Note A  The accompanying notes are an integral part of these consolidated financial statements.
40     Four Oaks Fincorp, Inc. Consolidated Statements of Cash Flows For the Years Ended December 31, 2005, 2004 and 2003  200520042003(As Restated,See Note A)(Amounts in thousands)Cash flows from operating activities:Net income$5,003$4,375$2,918Adjustments to reconcile net income to net cashprovided by operations:Provision for loan losses1,4031,5961,373Provision for depreciation and amortization1,0381,008946Deferred income tax benefit(672)(188)(129)Net amortization of bond premiums and discounts18109595Gain on sale of loans(61)(72)(212)(Gain) loss on sale of investment securities386(71)(273)Loss on sale of foreclosed assets-2515(Gain) loss on disposition of premises and equipment-7-Increase in cash surrender value of life insurance(300)(394)(159)Net change in hedge activity(397)00Changes in assets and liabilities:Other assets50545(130)Interest receivable(740)(317)(122)Other liabilities4,79752(155)Interest payable1,054(83)(501)Net cash provided by operating activities11,5796,5924,166Cash flows from investing activities:Proceeds from sales and calls of investmentsecurities available for sale36,78341,42244,835Proceeds from maturities of investmentsecurities available for sale--10,516Purchase of investment securities available for sale(65,994)(55,779)(37,320)Purchase of FHLB stock(1,034)(698)(273)Net increase in loans(85,142)(42,305)(43,811)Additions to premises and equipment(558)(568)(848)Purchases of bank-owned life insurance(1,521)(3,552)(2,896)Proceeds from sale of foreclosed assets589860521Expenditures on foreclosed assets(1)-(2)Net cash used by investing activities(116,878)(60,620)(29,278)Cash flows from financing activities:Net proceeds from borrowings30,98010,000-Net increase in deposit accounts83,03442,17622,345Proceeds from issuance of common stock1,2301,430879Purchases and retirement of common stock-(65)(993)Cash dividends paid(1,279)(1,089)(960)Net cash provided by financing activities113,96552,45221,271Net increase (decrease) in cash and cash equivalents8,666(1,576)(3,841)Cash and cash equivalents at beginning of year14,24915,82519,666Cash and cash equivalents at end of year$22,915$14,249$15,825  The accompanying notes are an integral part of these consolidated financial statements.
41   Four Oaks Fincorp, Inc. Notes to Consolidated Financial Statements December 31, 2005 and 2004   NOTE A - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS  On August 1, 2006, the Company announced that it would restate its historical financial statements for the year ended December 31, 2005 and for the first quarter of 2006 to amend the accounting for certain derivative transactions relating to interest rate swap agreements on the Companys brokered certificates of deposit under Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities(SFAS No. 133).  Since late in 2003, the Company has entered into interest rate swap agreements to hedge the interest rate risk inherent in certain of its brokered certificates of deposit.  From inception, the Company has applied a method of fair value hedge accounting under SFAS No. 133 (the "short-cut method) that is appropriate if the hedging transactions are perfectly effective.  However, after further examination in light of recent developments and discussions with its independent registered public accounting firm, Dixon Hughes PLLC, the Company and its Audit Committee concluded that the swap transactions did not qualify for the short-cut method and documentation regarding these transactions did not meet the technical requirements of SFAS No. 133.  Therefore, any fluctuations in the market value of these interest rate risk management derivatives should have been recorded through the Companys income statement.  There is no effect on the Companys cash flows from these revisions.  Although these swaps have performed as expected, by providing an economic hedge against interest rate risk, the Company determined that it did not have adequate documentation at the inception of the interest rate swap agreements to qualify for hedge accounting treatment under SFAS No. 133.  The primary effect of this change in accounting treatment is the inclusion in net income of any increases or decreases in the fair value of interest rate swap agreements previously designated as hedges under SFAS No. 133.  This is because fair value hedge accounting under SFAS No. 133 allows a company to record the change in fair value of the hedged item (in this case, brokered certificates of deposit) as an adjustment to income, which offsets the fair value adjustment on the related interest rate swap. Eliminating the application of fair value hedge accounting reverses the fair value adjustments that have been made to the brokered certificates of deposit. Additionally, the net cash settlement payments received during each of the above periods for these interest rate swaps were reclassified from interest expense on brokered certificates of deposit to non-interest income. The broker fee has been recognized as a deferred financing cost and is amortized to interest expense over the life of the related certificates of deposit.  The following tables below show the previously reported amounts and the restated results by financial statement line item for the consolidated statements of income and consolidated statements of cash flows for the year ended December 31, 2005, and the consolidated balance sheets and statement of shareholders equity as of December 31, 2005. As of December 31, 2005As  Previously ReportedAdjustmentAs Restated(Amounts in thousands)Consolidated Balance Sheet:Other assets$ 2,994$               462$     3,456Total assets522,410462522,872Time deposits, $100,000 and over141,189808141,997Total deposits397,533808398,341Total liabilities480,452808481,260Retained earnings29,161(346)28,815Total shareholders' equity41,958(346)41,612Total liabilities and shareholders' equity522,410462522,872   42   Four Oaks Fincorp, Inc. Notes to Consolidated Financial Statements December 31, 2005 and 2004   NOTE A - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Continued)  Below are the Companys consolidated statements of income, consolidated statement of shareholders equity and consolidated statements of cash flows stating both previously reported and restated amounts for the year ended December 31, 2005:  Year Ended December 31, 2005AsPreviouslyReportedAdjustmentAs RestatedConsolidated Statement of Income:(Amounts in thousands, except per share data)Interest expense on deposits$7,657$166$7,823Total interest expense9,8171669,983Net interest income19,587(166)19,421Net interest income afterprovision for loan losses18,184(166)18,018Loss on hedges, net-(397)(397)Total non-interest income3,474(397)3,077Income before income taxes8,304(563)7,741Provision for income taxes2,955(217)2,738Net income5,349(346)5,003Basic net income per common share$1.23$(0.08)$1.15Diluted net income per common share$1.22$(0.08)$1.14  Year Ended December 31, 2005AsPreviouslyReportedAdjustmentAs RestatedConsolidated Statements of Shareholders Equity:(Amounts in thousands)Total shareholders' equity, January 1, 2005$37,295$-$37,295Net income5,349(346)5,003Total shareholders' equity, December 31, 200541,958(346)41,612  Year Ended  December 31, 2005AsPreviouslyReportedAdjustmentAs RestatedConsolidated Statements of Cash Flows:(Amounts in thousands)Cash Flows from operating activities:Net income$5,349$(346)$5,003Deferred income tax benefit(455)(217)(672)Net change in hedging activity-(397)(397)Increase in other assets(102)15250Net cash provided by operating activities12,387(808)11,579Cash Flows from financing activitiesNet increase in deposit accounts82,22680883,034Net cash provided by financing activities113,157808113,965   43   Four Oaks Fincorp, Inc. Notes to Consolidated Financial Statements December 31, 2005 and 2004   NOTE B - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  Basis of Presentation  The consolidated financial statements include the accounts and transactions of Four Oaks Fincorp, Inc. (the Company), a bank holding company incorporated under the laws of the State of North Carolina, and its wholly owned subsidiaries, Four Oaks Bank & Trust Company, Inc. (the Bank) and Four Oaks Mortgage Services, LLC, the Companys mortgage origination subsidiary. All significant intercompany transactions have been eliminated.  Nature of Operations  The Company was incorporated under the laws of the State of North Carolina on February 5, 1997. The Companys primary function is to serve as the holding company for its wholly owned subsidiary, the Bank. The Bank operates twelve offices in eastern and central North Carolina, and its primary source of revenue is derived from loans to customers and from its securities portfolio. The loan portfolio is comprised mainly of real estate, commercial and consumer loans. These loans are primarily collateralized by residential and commercial properties, commercial equipment, and personal property.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  Use of Estimates  Preparing consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses.  Cash and Cash Equivalents  For the purpose of presentation in the consolidated statements of cash flows, cash and cash equivalents are defined as those amounts included in the balance sheet captions cash and due from banks and interest-earning deposits.  Federal regulations require institutions to set aside specified amounts of cash as reserves against transactions and time deposits.  As of December 31, 2005, the daily average gross reserve requirement was $6.5 million.  Investment Securities  Investment securities are classified into three categories:  (1) Held to Maturity - Debt securities that the Company has the positive intent and the ability to hold to maturity are classified as held to maturity and reported at amortized cost;  (2) Trading - Debt and equity securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities and reported at fair value, with unrealized gains and losses included in earnings; and  44   Four Oaks Fincorp, Inc. Notes to Consolidated Financial Statements December 31, 2005 and 2004   NOTE B - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)  Investment Securities (Continued)  (3) Available for Sale - Debt and equity securities not classified as either securities held to maturity or trading securities are reported at fair value, with unrealized gains and losses excluded from earnings and reported, net of income taxes, as other comprehensive income, a separate component of shareholders' equity.  The Company has historically classified all securities as available for sale. Gains and losses on sales of securities, computed based on specific identification of adjusted cost of each security, are included in income at the time of the sale. Premiums and discounts are amortized into interest income using a method that approximates the interest method over the period to maturity.  Loans and Allowance for Loan Losses  Loans are stated at the amount of unpaid principal, reduced by an allowance for loan losses. Interest on loans is calculated by using the simple interest method on daily balances of the principal amount outstanding.  Loan origination fees are deferred, as well as certain direct loan origination costs. Such costs and fees are recognized as an adjustment to yield over the contractual lives of the related loans utilizing the interest method.  The Company evaluates its loan portfolio in accordance with Statement of Financial Accounting Standards (SFAS) No. 114, Accounting by Creditors for Impairment of a Loan, as amended by SFAS No. 118, Accounting by Creditors for Impairment of a Loan - Income Recognition and Disclosure. Under these standards, a loan is considered impaired, based on current information and events, if it is probable that the Company will be unable to collect the scheduled payments of principal and interest when due according to the contractual terms of the loan agreement. Uncollateralized loans are measured for impairment based on the present value of expected future cash flows discounted at the historical effective interest rate or the loans observable market price, while all collateral-dependent loans are measured for impairment based on the fair value of the collateral. If the recorded investment in the loan exceeds the measure of fair value, a valuation allowance is established as a component of the allowance for loan losses.  The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loans are charged against the allowance for loan losses when management believes that the uncollectibility of a loan balance is confirmed. In addition to the review of loans considered impaired as discussed above, the allowance for loan losses is also based upon such factors as changes in the trends in volumes and terms of loans, levels and trends of charge-offs and recoveries, national and local economic trends and conditions that may affect the borrowers ability to pay, effects of changes in risk selection and underwriting standards as well as overall portfolio quality.  If conditions change substantially from the assumptions used to evaluate the allowance for loan losses, it is possible that management's assessment of the allowance may change. In addition, regulatory examiners may require the Bank to recognize changes to the allowance for loan losses based on their judgments about information available to them at the time of their examination.   45   Four Oaks Fincorp, Inc. Notes to Consolidated Financial Statements December 31, 2005 and 2004   NOTE B - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)  Income Recognition on Impaired and Nonaccrual Loans  Loans, including impaired loans, are generally classified as nonaccrual if they are past due as to maturity or payment of principal or interest for a period of more than 90 days, unless such loans are well-secured and in the process of collection. If a loan or a portion of a loan is classified as doubtful or is partially charged-off, the loan is generally classified as nonaccrual. Loans that are on a current payment status or past due less than 90 days may also be classified as nonaccrual if repayment in full of principal and/or interest is in doubt.  Loans may be returned to accrual status when all principal and interest amounts contractually due (including arrearages) are reasonably assured of repayment within an acceptable period of time and there is a sustained period of repayment performance (generally a minimum of six months) by the borrower, in accordance with the contractual terms.  While a loan is classified as nonaccrual and the future collectibility of the recorded loan balance is doubtful, collections of interest and principal are generally applied as a reduction to the principal outstanding, except in the case of loans with scheduled amortizations where the payment is generally applied to the oldest payment due. When the future collectibility of the recorded loan balance is expected, interest income may be recognized on a cash basis. In the case where a nonaccrual loan had been partially charged-off, recognition of interest on a cash basis is limited to that which would have been recognized on the recorded loan balance at the contractual interest rate. Receipts in excess of that amount are recorded as recoveries to the allowance for loan losses until prior charge-offs have been fully recovered.  Foreclosed Assets  Assets acquired as a result of foreclosure are valued at fair value at the date of foreclosure establishing a new cost basis.  After foreclosure, valuations of the property are periodically performed by management and the assets are carried at the lower of cost or fair value minus estimated costs to sell.  Losses from the acquisition of property in full or partial satisfaction of debt are treated as credit losses. Routine holding costs, subsequent declines in value, and gains or losses on disposition are included in other income and expense.  Bank Premises and Equipment  Land is carried at cost. Bank premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method based on the estimated useful lives of assets. Useful lives range from 5 to 10 years for furniture and equipment and 40 years for premises. Expenditures for repairs and maintenance are charged to expense as incurred.  46   Four Oaks Fincorp, Inc. Notes to Consolidated Financial Statements December 31, 2005 and 2004   NOTE B - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)  Income Taxes  Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax assets are also recognized for operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which the temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that the tax benefits will not be realized.  Stock in Federal Home Loan Bank of Atlanta  As a requirement for membership, the Company invests in stock of the Federal Home Loan Bank of Atlanta (FHLB).  This investment is carried at cost.  Due to the redemptive provisions of the FHLB, the Company estimated that fair value equals cost and that this investment was not impaired as of December 31, 2005.  Comprehensive Income  Comprehensive income is defined as the change in equity during a period for non-owner transactions and is divided into net income and other comprehensive income.  Other comprehensive income includes revenues, expenses, gains, and losses that are excluded from earnings under current accounting standards.  Components of other comprehensive income for the Company consist of the unrealized gains and losses, net of taxes, in the Companys available for sale securities portfolio and unrealized gains and losses, net of taxes, in the Companys cash flow hedge instruments.  Accumulated other comprehensive income at December 31, 2005, 2004 and 2003 consists of the following:  200520042003(As Restated,
See Note A)(Amounts in thousands)Unrealized holding gains (losses) - investment securitiesavailable for sale$(550)$391$571Deferred income taxes219(157)(229)Net unrealized holding gains - investment securitiesavailable for sale(331)234342Unrealized holding losses - cash flow hedge instruments(716)(426)(56)Deferred income taxes28717022Net unrealized holding losses - cash flow hedgeinstruments(429)(256)(34)Total accumulated other comprehensive income (loss)$(760)$(22)$308       47   Four Oaks Fincorp, Inc. Notes to Consolidated Financial Statements December 31, 2005 and 2004    NOTE B - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)  Stock Compensation Plans  SFAS No. 123, Accounting for Stock-Based Compensation, encourages all entities to adopt a fair value based method of accounting for employee stock compensation plans, whereby compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. However, it also allows an entity to continue to measure compensation cost for those plans using the intrinsic value based method of accounting prescribed by Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, whereby compensation cost is the excess, if any, of the quoted market price of the stock at the grant date (or other measurement date) over the amount an employee must pay to acquire the stock. Stock options issued under the Companys stock option plans have no intrinsic value at the grant date and, under APB Opinion No. 25, no compensation cost is recognized for them. The Company has elected to continue with the accounting methodology in APB No. 25 and, as a result, has provided pro forma disclosures of net income and earnings per share and other disclosures as if the fair value based method of accounting had been applied.  200520042003(As Restated,
See Note A)(Amounts in thousands, except per share data)Net income:As reported$5,003$4,375$2,918Deduct:  Total stock-based employee compensationexpense determined under fair value methodfor all awards, net of related tax effects(88)(64)(68)Pro forma$4,915$4,311$2,850Basic earnings per share:As reported$1.15$1.03$0.70Pro forma1.141.020.68Diluted earnings per share:As reported$1.14$1.02$0.69Pro forma1.121.010.68   Net Income Per Common Share and Common Shares Outstanding  Basic earnings per share represents income available to common shareholders divided by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflect additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance. The weighted average number of shares outstanding during each period has been retroactively adjusted for a five for four stock split distributed November 25, 2005, October 29, 2004 and November 10, 2003.  Potential common shares that may be issued by the Company relate solely to outstanding stock options.   48   Four Oaks Fincorp, Inc. Notes to Consolidated Financial Statements December 31, 2005 and 2004    NOTE B - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)  Net Income Per Common Share and Common Shares Outstanding (Continued)  Basic and diluted net income per common share have been computed based upon net income as presented in the accompanying consolidated statements of operations divided by the weighted average number of common shares outstanding or assumed to be outstanding as summarized below:  200520042003Weighted average number of common shares used in computing basic net income per common share4,343,3264,246,6814,195,088Effect of dilutive stock options32,17924,16914,964Weighted average number of common shares and dilutive potential common shares used in computing diluted net income per common share4,375,5054,270,8504,210,052   There were no antidilutive shares outstanding for the years ended December 31, 2005, 2004 and 2003.   Derivative Instruments  The Company utilizes interest rate swaps in the management of interest rate risk.  Interest rate swaps are contractual agreements between two parties to exchange a series of cash flows representing interest payments.  A swap allows both parties to alter the repricing characteristics of assets or liabilities without affecting the underlying principal positions.  Through the use of a swap, assets and liabilities may be transformed from fixed to floating rates, from floating rates to fixed rates, or from one type of floating rate to another.  Swap terms generally range from one year to ten years depending on the need.  The net interest payable or receivable on interest rate swaps that are designated as hedges is accrued and recognized as an adjustment to the interest income or expense of the related asset or liability.  Gains and losses from early terminations of derivatives are deferred and amortized as yield adjustments over the shorter of the remaining term of the hedged asset or liability or the remaining term of the derivative instrument.  Upon disposition or settlement of the asset or liability being hedged, deferral accounting is discontinued and any gains or losses are recognized in income.  Unrealized holding gains and losses on derivatives designated as cash flow hedges are reported, net of applicable income tax effect, in accumulated other comprehensive income.  Derivative financial instruments that fail to qualify as a hedge are carried at fair value with gains and losses recognized in current earnings.   49   Four Oaks Fincorp, Inc. Notes to Consolidated Financial Statements December 31, 2005 and 2004    NOTE B - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)  New Accounting Standards  On March 9, 2004, the SEC Staff issued Staff Accounting Bulletin No. 105, Application of Accounting Principles to Loan Commitments (SAB 105). SAB 105 clarifies existing accounting practices relating to the valuation of issued loan commitments, including interest rate lock commitments (IRLC), subject to SFAS No. 149 and Derivative Implementation Group IssueC13, Scope Exceptions: When a LoanCommitment is included in the Scope of Statement 133. Furthermore, SAB 105 disallows the inclusion of the values of a servicing component and other internally developed intangible assets in the initial and subsequent IRLC valuation. The provisions of SAB 105 were effective for loan commitments entered into after March 31, 2004. The adoption of SAB 105 did not have a material impact on the Companys consolidated financial statements. In March 2004, the Emerging Issues Task Force (EITF) released EITF Issue 03-01, The Meaning of Other-Than-Temporary Impairment and its Application to Certain Investments (Issue 03-01).  Issue 03-01 provides guidance for determining whether an investment is other-than-temporarily impaired and requires certain disclosures with respect to these investments. The recognition and measurement guidance for other-than-temporary impairment has been delayed by the issuance of FASB Staff Position EITF 03-1-1 on September 30, 2004.  The adoption of Issue 03-1 did not result in any other-than-temporary impairment of the Companys investments.  In November 2003, the Emerging Issues Task Force (EITF) issued EITF Issue No. 03-01, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments (EITF 03- 01). EITF 03-01 provided guidance for evaluating whether an investment is other-than-temporarily impaired and requires certain disclosures with respect to these investments. In September 2004, the Financial Accounting Standards Board (FASB) issued a FASB Staff Position (FSP EITF 03-1-b) to delay the requirement to record impairment losses EITF 03-1. The guidance also included accounting considerations subsequent to the recognition of an other-than-temporary impairment and requirements for disclosures about unrealized losses that have not been recognized as other-than-temporary impairments. In November 2005, the FASB issued FSP FAS 115-1 and FAS 124-1, which addresses the determination as to when an investment is considered impaired. This FSP nullifies certain requirements of EITF 03-01 and supersedes EITF Topic No. D-44, Recognition of Other-Than-Temporary Impairment upon the Planned Sale of a Security Whose Cost Exceeds Fair Value. This FSP is to be applied to reporting periods beginning after December 15, 2005. The Company is in process of evaluating the impact of this FSP.     50   Four Oaks Fincorp, Inc. Notes to Consolidated Financial Statements December 31, 2005 and 2004   NOTE B - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)  New Accounting Standards (Continued)  In March 2005, the SEC issued Staff Accounting Bulletin No. 107 (SAB 107), which contains guidance on applying the requirements in SFAS No. 123(r). SAB 107 provides guidance on valuation techniques, development of assumptions used in valuing employee share options and related MD&A disclosures. SAB 107 is effective for the period in which SFAS No. 123(r) is adopted. The Company will adopt SAB 107 on January 1, 2006, and is currently evaluating the effect on its consolidated financial statements.  In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections, which replaces APB Opinion No. 20 Accounting Changes and SFAS No. 3 Reporting Accounting Changes in Interim Financial Statements. SFAS No. 154 changes the requirements for the accounting for and reporting of a change in an accounting principle. SFAS No. 154 requires retrospective application for voluntary changes in an accounting principle unless it is impracticable to do so. SFAS No. 154 is effective for accounting changes made in fiscal years beginning after December 15, 2005. The Company will adopt SFAS No. 154 on January 1, 2006 with no expected material effect on its consolidated financial statements.  From time to time the FASB issues exposure drafts for proposed statements of financial accounting standards. Such exposure drafts are subject to comment from the public, to revisions by the FASB and to final issuance by the FASB as statements of financial accounting standards. Management considers the effect of the proposed statements on the consolidated financial statements of the Company and monitors the status of changes to and proposed effective dates of exposure drafts.  In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS 123 (revised 2004), Share-Based Payment, (SFAS No. 123(R)), which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation.  SFAS No. 123(R) supersedes Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees (APB 25), and amends SFAS No. 95 Statement of Cash Flows.  SFAS No. 123(R) establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services.  This Statement focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions.  SFAS No. 123(R) requires that the fair value of such equity instruments be recognized as an expense in the historical financial statements as services are performed.  Prior to SFAS No. 123(R), only certain pro forma disclosures of fair value were required.  The provisions of this Statement are effective for the first annual reporting period that begins after June 15, 2005. Accordingly, we will adopt SFAS No. 123(R) commencing with the quarter ending March 31, 2006. If we had included the cost of employee stock option compensation in our consolidated financial statements, our net income for the fiscal years ended December 31, 2005, 2004 and 2003 would have decreased by approximately $88,000, $64,000, and $68,000, respectively.  Accordingly, the adoption of SFAS No. 123(R) is not expected to have a material effect on our consolidated financial statements.  51   Four Oaks Fincorp, Inc. Notes to Consolidated Financial Statements December 31, 2005 and 2004   NOTE B - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)  Reclassifications  Certain items included in the 2004 and 2003 consolidated financial statements have been reclassified to conform to the 2005 presentation. These reclassifications have no effect on the net income or shareholders equity previously reported.   NOTE C - INVESTMENT SECURITIES  The amortized cost, gross unrealized gains, gross unrealized losses and fair values of securities available for sale as of December 31, 2005 and 2004 are as follows:   Amortized
CostGross
Unrealized
GainsGross
Unrealized
LossesFair Value(Amounts in thousands)2005:U.S. Government and agency securities$69,108$21$698$68,431State and municipal securities3,96315683,910Mortgage-backed securities7,00331026,904Other685279-964$80,759$318$868$80,209Amortized
CostGross
Unrealized GainsGross
Unrealized LossesFair Value(Amounts in thousands)2004:U.S. Government and agency securities$34,991$57$90$34,958State and municipal securities3,57372133,632Mortgage-backed securities12,759533712,775Other628349-977$51,951$531$140$52,342   52   Four Oaks Fincorp, Inc. Notes to Consolidated Financial Statements December 31, 2005 and 2004   NOTE C - INVESTMENT SECURITIES (Continued)The following table shows gross unrealized losses and fair values of investment securities, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position, at December 31, 2005 and 2004.  As of December 31, 2005, the unrealized losses relate to thirty-five U.S. government agency securities, five mortgage-backed securities and twelve municipal securities. Four of the U.S. government agency securities and three of the municipal securities had continuous unrealized losses for more than twelve months. The unrealized losses relate to debt securities that have incurred fair value reductions due to higher market interest rates since the securities were purchased.  The unrealized losses are not likely to reverse unless and until market interest rates decline to the levels that existed when the securities were purchased. Since none of the unrealized losses relate to the marketability of the securities or the issuers ability to honor redemption obligations, none of the securities are deemed to be other than temporarily impaired.   2005Less Than 12 Months12 Months or MoreTotalFair
valueUnrealized
lossesFair
valueUnrealized
lossesFair
valueUnrealized
losses(Amounts in thousands)Securities available for sale:U.S. government andagency securities$50,622$546$7,840$152$58,462$698State and municipal securities2,81053626153,43668Mortgage-backed securities5,004102--5,004102Total temporarily impairedsecurities$58,436$701$8,466$167$66,902$868  2004Less Than 12 Months12 Months or MoreTotalFair
valueUnrealized
lossesFair
valueUnrealized
lossesFair
valueUnrealized
losses(Amounts in thousands)Securities available for sale:U.S. government andagency securities$18,892$90$-$-$18,892$90State and municipal securities1,96813--1,96813Mortgage-backed securities2,056152,924224,98037Total temporarily impairedsecurities$22,916$118$2,924$22$25,840$140 The amortized cost and fair value of debt securities at December 31, 2005 by contractual maturities are shown below.  Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.  53   Four Oaks Fincorp, Inc. Notes to Consolidated Financial Statements December 31, 2005 and 2004    Amortized CostFair Value(Amounts in thousands)Due within one year$1,000$1,000Due after one year through five years50,17649,695Due after five years through ten years22,20721,961Due after ten years7,3767,553$80,759$80,209   Securities with a carrying value of approximately $65.2 million and $33.4 million at December 31, 2005 and 2004, respectively, were pledged to secure public deposits and for other purposes required or permitted by law.  Sales and calls of securities available for sale during 2005 and 2004 generated gross realized gains of $73,717 and $224,000, respectively. Gross realized losses amounted to $460,142 and $153,000, respectively.  NOTE D - LOANS AND ALLOWANCE FOR LOAN LOSSES  Major classifications of loans as of December 31, 2005 and 2004 are summarized as follows:  20052004(Amounts in thousands)Real estate - residential and other$177,995$159,152Real estate - agricultural11,65015,203Construction and land development142,59290,742Other agricultural3,7294,020Consumer loans26,37117,207Commercial loans34,16626,005Other loans909865397,412313,194Less:Net deferred loan costs(318)(379)Allowance for loan losses(4,965)(4,055)$392,129$308,760  Nonperforming assets at December 31, 2005 and 2004 consist of the following:  20052004(Amounts in thousands)Loans past due ninety days or more$74$226Nonaccrual loans997944Foreclosed assets (included in other assets)247404$1,318$1,574   54   Four Oaks Fincorp, Inc. Notes to Consolidated Financial Statements December 31, 2005 and 2004   NOTE D - LOANS AND ALLOWANCE FOR LOAN LOSSES (Continued) During 2005, the Company revised its SFAS 114 methodology for reporting loans.  At December 31, 2005, the recorded investment in loans considered impaired in accordance with SFAS No. 114 totaled $3.6 million.  This amount consisted of both accrual and nonaccrual loans in the amount of $2.6 million and $1.0 million, respectively.At December 31, 2004, the investment in loans considered impaired amounted to $944,000, which consisted entirely of nonaccrual loans. Impaired loans of $3.6 millionand$944,000had related allowances for loan losses of $1.2 millionand $151,000 at December 31, 2005 and 2004, respectively. For the years ended December 31, 2005 and 2004, the average recorded investment in impaired loans was approximately $3.5 million and $1.5 million, respectively.  The amount of interest recognized on impaired loans during the portion of the year that they were impaired was not material.  A summary of the allowance for loan losses for the years ended December 31, 2005, 2004 and 2003 is as follows: 200520042003(As Restated,
See Note A)(Amounts in thousands)Balance, beginning$4,055$3,430$2,860Provision for loan losses1,4031,5961,373Loans charged-off(696)(1,346)(1,137)Recoveries of loans previously charged-off203375334Balance, ending$4,965$4,055$3,430   The Bank had loan and deposit relationships with most of its directors and executive officers and with companies with which certain directors and executive officers are associated. The following is a reconciliation of loans directly outstanding to executive officers, directors, and their affiliates (amounts in thousands):  Balance at December 31, 2004$ 4,710New loans2,672Principal repayments(3,281)Balance at December 31, 2005$ 4,101  As a matter of policy, these loans and credit lines are approved by the Companys Board of Directors and are made with interest rates, terms, and collateral requirements comparable to those required of other borrowers. In the opinion of management, these loans do not involve more than the normal risk of collectibility. At December 31, 2005, the Company had pre-approved but unused lines of credit totaling $1.6 million to executive officers, directors and their affiliates.   55   Four Oaks Fincorp, Inc. Notes to Consolidated Financial Statements December 31, 2005 and 2004    NOTE E - BANK PREMISES AND EQUIPMENT  Bank premises and equipment at December 31, 2005 and 2004 are as follows:  20052004(Amounts in thousands)Land$2,237$2,237Building7,1837,042Furniture and equipment7,3696,95216,78916,231Less accumulated depreciation(7,106)(6,082)$9,683$10, 149  Depreciation expense for the years ended December 31, 2005 and 2004 amounted to $1.0 million and $994,000, respectively.  NOTE F - DEPOSITS  At December 31, 2005, the scheduled maturities of time deposits are as follows (amounts in thousands):  Less than $100,000$100,000 
or moreTotalWithin one year$66,342$83,018$149,360Over one year through three years16,00633,10249,108Over three years1,85225,87727,729$84,200$141,997$226,197   NOTE G - BORROWINGS  At December 31, 2005 and 2004, borrowed funds consisted of the following FHLB advances (amounts in thousands): MaturityInterest Rate20052004March 20064.52% - Variable$10,000$10,000July 20065.75% - Fixed10,00010,000July 20114.44% - Fixed5,0005,000September 20114.38% - Fixed3,0003,000October 20114.30% - Fixed7,0007,000November 20114.56% - Variable8,0008,000August 20153.77% - Fixed10,000-October 20153.73% - Fixed10,000-$63,000$43,000   56   Four Oaks Fincorp, Inc. Notes to Consolidated Financial Statements December 31, 2005 and 2004    The above advances are secured by a floating lien covering the Companys loan portfolio of qualifying residential (1-4 units) first mortgage loans. At December 31, 2005, the Company has available lines of credit totaling $104.5 million with the FHLB for borrowing dependent on adequate collateralization. The weighted average rates for the above borrowings at December 31, 2005 and 2004 were 4.44% and 3.86%, respectively.  In addition to the above advances, the Company has short-term FHLB advances of $480,000 outstanding as of December 31, 2005.  In addition to the above advances, the Company has lines of credit of $32.7 million from various financial institutions to purchase federal funds on a short-term basis.  The Company has $10.5 million outstanding as of December 31, 2005.  The Company did not have any federal funds as of December 31, 2004.  At December 31, 2005 and 2004, the Company was obligated under an outstanding promissory note for $160,000 for the purchase of property.  The note calls for set monthly interest only payments, with a balloon payment at maturity on June 2006.  The note bears interest at 7.50%. NOTE H - INCOME TAXES  Allocation of income tax expense between current and deferred portions is as follows: Years Ended December 31,200520042003(As Restated, 
See Note A)(Amounts in thousands)Current tax expense:Federal$2,947$2,086$1,470State4634102713,4102,4961,741Deferred tax expense:Federal(559)(161)(106)State(113)(27)(23)(672)(188)(129)$2,738$2,308$1,612   The reconciliation of expected income tax at the statutory federal rate of 34% with income tax expense is as follows:   57   Four Oaks Fincorp, Inc. Notes to Consolidated Financial Statements December 31, 2005 and 2004    Years Ended December 31,200520042003(As Restated,
See Note A)(Amounts in thousands)Expense computed at statutory rate of 34%$2,631$2,272$1,540Effect of state income taxes, net of federal benefit232304164Tax exempt income(36)(101)(123)Bank owned life insurance income(102)(152)(61)Other, net13(15)92$2,738$2,308$1, 612Deferred income taxes consist of the following:Years Ended December 31,200520042003(As Restated,
See Note A)(Amounts in thousands)Deferred tax assets:Allowance for loan losses$1,870$1,518$1,277Unamortized investment premiums54944Net deferred loan fees12314666Derivatives217--Other473831Total deferred tax assets2,2621,7511,418Deferred tax liabilities:Property and equipment718857818Other comprehensive income(506)(13)207Prepaid expense8193-Unaccreted investment discounts313-Total deferred tax liabilities2969501,025Net deferred tax assets$1,966$801$393   58   Four Oaks Fincorp, Inc. Notes to Consolidated Financial Statements December 31, 2005 and 2004   NOTE I - REGULATORY RESTRICTIONS  The Bank, as a North Carolina banking corporation, may pay dividends to the Company only out of undivided profits as determined pursuant to North Carolina General Statutes Section 53-87. However, regulatory authorities may limit payment of dividends by any bank when it is determined that such a limitation is in the public interest and is necessary to ensure the financial soundness of the bank.  Current Federal regulations require that the Bank maintain a minimum ratio of total capital to risk weighted assets of 8%, with at least 4% being in the form of Tier 1 capital, as defined in the regulations. In addition, the Bank must maintain a leverage ratio of 4%. As of December 31, 2005, the Banks capital exceeded the current capital requirements. The Bank currently expects to continue to exceed these minimums without altering current operations or strategy.  The Bank is subject to various regulatory capital requirements administered by the federal and state banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Bank's financial statements. Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios, as set forth in the table below. Management believes, as of December 31, 2005, that the Bank meets all capital adequacy requirements to which it is subject.  As of December 31, 2005, the most recent notification from the FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum amounts and ratios as set forth in the table below. There are no conditions or events since that notification that management believes have changed the Banks category.  The Banks actual capital amounts and ratios are also presented in the table below (amounts in thousands, except ratios):   Minimum To Be WellMinimumCapitalized UnderFor CapitalPrompt CorrectiveActualAdequacy PurposesAction ProvisionsAmountRatioAmountRatioAmountRatioAs of December 31, 2005:(As Restated, See Note A)Total Capital (to Risk Weighted Assets)$42,68210.4%$33,8378.0%$41,04610.0%Tier I Capital (to Risk Weighted Assets)37,7179.2%16,4184.0%24,6286.0%Tier I Capital (to Average Assets)37,7177.7%19,6944.0%24,6175.0%As of December 31, 2004:Total Capital (to Risk Weighted Assets)$37,64211.8%$25,4278.0%$31,78410.0%Tier I Capital (to Risk Weighted Assets)33,66810.6%12,7144.0%19,0716.0%Tier I Capital (to Average Assets)33,6688.6%15,6054.0%19,5065.0%   The Company is also subject to these capital requirements. At December 31, 2005 and 2004, the Companys total capital to risk weighted assets, Tier 1 capital to risk weighted assets and Tier 1 capital to average assets were 11.5% and 13.0%, 10.3% and 11.7%, and 8.6% and 9.5%, respectively.  59   Four Oaks Fincorp, Inc. Notes to Consolidated Financial Statements December 31, 2005 and 2004    NOTE J - DERIVATIVES Derivative Financial Instruments  The Company has stand-alone derivative financial instruments in the form of interest rate swap agreements, which derive their value from underlying interest rates.  These transactions involve both credit and market risk.  The notional amounts are amounts on which calculations, payments, and the value of the derivative are based.  Notional amounts do not represent direct credit exposures.  Direct credit exposure is limited to the net difference between the calculated amounts to be received and paid, if any.  Such difference, which represents the fair value of the derivative instruments, is reflected on the Companys consolidated balance sheets as derivative assets and derivative liabilities.  The Company is exposed to credit-related losses in the event of nonperformance by the counterparties to these agreements.  The Company controls the credit risk of its financial contracts through credit approvals, limits and monitoring procedures, and does not expect any counterparties to fail their obligations.  The Company deals only with primary dealers.  Derivative instruments are generally either negotiated over-the-counter (OTC) contracts or standardized contracts executed on a recognized exchange.  Negotiated OTC derivative contracts are generally entered into between two counterparties that negotiate specific agreements terms, including the underlying instruments, amount, exercise prices and maturity.   Risk Management Policies - Hedging Instruments  The primary focus of the Companys asset/liability management program is to monitor the sensitivity of the Companys net portfolio value and net income under varying interest rate scenarios to take steps to control its risks.  On a quarterly basis, the Company simulates the net portfolio value and net income expected to be earned over a twelve-month period following the date of simulation.  The simulation is based on a projection of market interest rates at varying levels and estimates the impact of such market rates on the levels of interest-earning assets and interest-bearing liabilities during the measurement period.  Based upon the outcome of the simulation analysis, the Company considers the use of derivatives as a means of reducing the volatility of net portfolio value and projected net income within certain ranges of projected changes in interest rates.  The Company evaluates the effectiveness of entering into any derivative instrument agreement by measuring the cost of such an agreement in relation to the reduction in net portfolio value and net income volatility within an assumed range of interest rates.   Interest Rate Risk Management - Cash Flow Hedging Instruments  The Company originates variable rate loans for its loan portfolio.  These loans expose the Company to variability in cash flows, primarily from interest receipts due to changes to interest rates.  If interest rates increase, interest income increases.  Conversely, if interest rates decrease, interest income decreases.  Management believes it is prudent to limit the variability of a portion of its cash flows on variable rate loans therefore, generally hedges a portion of its variable-rate receipts.  To meet this objective, management enters into interest rate swap agreements whereby the Company receives fixed rate payments and makes variable rate payments during the contract period.       60   Four Oaks Fincorp, Inc. Notes to Consolidated Financial Statements December 31, 2005 and 2004   NOTE J  DERIVATIVES (Continued)  At December 31, 2005 and 2004, the information pertaining to an outstanding interest rate swap agreement used to hedge variable rate loans is as follows (amounts in thousands):  20052004Notional amount$25,000$25,000Weighted average pay rate6.09 %4.38 %Weighted average receive rate5.85 %5.85 %Weighted average maturity in years1.72.7Unrealized loss relating to interest rate swaps$(716)$(426)    This agreement requires the Company to make payments at a variable rate determined by a specified index (prime) in exchange for receiving payments at a fixed rate.  At December 31, 2005 and 2004, the Companys interest rate swaps used to hedge variable rate loans reflected an unrealized loss of $716,000 and $426,000, respectively.  The unrealized losses are included in other comprehensive income, net of tax, in the accompanying consolidated balance sheet.  Risk management results for the year ended December 31, 2005 related to the balance sheet hedging of variable rate loans indicate that the hedges were 100% effective and that there was no component of the derivative instruments gain or loss which was excluded from the assessment of hedge effectiveness.  At December 31, 2005, the unrealized loss relating to use of interest rate swaps was recorded in derivative liabilities in accordance with SFAS No. 133.  Changes in the fair value of interest rate swaps designated as hedging instruments of the variability of cash flows associated with variable rate loans are reported in other comprehensive income.  Interest Rate Risk Management - Fair Value Hedging Instruments  The Company uses fixed rate time deposits for use in its lending and investment activities and other general purposes.  These debt obligations expose the Company to variability in their fair value due to changes in the level of interest rates.  Management believes that it is prudent to limit the variability in the fair value of a portion of its fixed-rate funding.  It is the Companys objective to hedge the change in fair value of fixed-rate funding coverage levels that are appropriate, given anticipated or existing interest rate levels and other market considerations, as well as the relationship of change in this liability to other liabilities of the Company.  At December 31, 2005, the Company had interest rate swap agreements related to fixed-rate obligations that provide for the Company to pay floating interest payments and receive fixed interest payments, one of which had been designated as a fair value hedge under SFAS No. 133, others of which were not designated as fair value hedges. The gains (losses) from such interest rate swaps that were not designated as accounting hedges are recognized in non-interest income in the line item losses on hedges.   61   Four Oaks Fincorp, Inc. Notes to Consolidated Financial Statements December 31, 2005 and 2004   NOTE J - DERIVATIVES (Continued) At December 31, 2005 and 2004, the information pertaining to outstanding interest rate swap agreements is as follows (amounts in thousands):  20052004Notional amount$38,711$26,000Weighted average pay rate4.28%2.30%Weighted average receive rate3.73%3.66%Weighted average maturity in years5.45.6Unrealized gain (loss) relating to interest rate swaps$(1,049)$213   These agreements require the Company to make payments at variable-rate determined by a specified index (LIBOR) in exchange for receiving payments at a fixed-rate.  No interest rate swaps were terminated during 2005 or 2004. During 2004, an interest rate swap was called at par, with no corresponding gain or loss recognized.At December 31, 2005, the Companys interest rate swap to hedge fixed rate funding reflected an unrealized loss of $240,000. At December 31, 2005, the Companys interest rate swaps not designated as a fair value hedge reflected a realized loss of $397,000. The above interest rate swaps are recorded in other liabilities in the accompanying balance sheet.  NOTE K - COMMITMENTS AND CONTINGENCIES  The Bank is a party to financial instruments with off-balance sheet credit risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheet. The contract or notional amounts of those instruments reflect the extent of involvement the Bank has in particular classes of financial instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.  Commitments to extend credit are agreements to lend to a customer as long as there is no violation of conditions established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since some of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customers creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank, upon extension of credit is based on managements credit evaluation of the borrower. Collateral obtained varies but may include real estate, stocks, bonds, and certificates of deposit.  Unfunded commitments under lines of credit are commitments for possible future extensions of credit to existing customers.  These lines of credit usually do not contain a specified maturity date and may not be drawn upon to the total extent to which the Bank is committed.  Stand-by letters of credit are conditional lending commitments issued by the Bank to guarantee the performance of a customer to a third party.  Those letters of credit are primarily issued to support public and private borrowing arrangements.  Essentially all letters of credit issued have expiration dates within one year.  The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.  62   Four Oaks Fincorp, Inc. Notes to Consolidated Financial Statements December 31, 2005 and 2004    NOTE K - COMMITMENTS AND CONTINGENCIES (continued) A summary of the contract amount of the Banks exposure to off-balance sheet credit risk as of 
December 31, 2005 is as follows (amounts in thousands):  Financial instruments whose contract amounts represent credit risk:Commitments to extend credit$71,884Undisbursed lines of credit25,299Financial stand-by letters of credit366Performance stand-by letters of credit4,430   NOTE L - STOCK OPTION PLAN  The Company has a non-qualified stock option plan for certain key employees under which it is authorized to issue options for up to 976,563 shares of common stock. Options are granted at the discretion of the Companys Board of Directors at a price approximating market, as determined by a committee of Board members. All options granted subsequent to a 1997 amendment will be 100% vested one year from the grant date and will expire after such a period as is determined by the Board at the time of grant. Options granted prior to the amendment have ten year lives and a five year level vesting provision.  A summary of the status of the Companys stock options, after giving retroactive effect to stock splits, as of December 31, 2005, 2004 and 2003, and changes during the years ending on those dates is presented below: OptionsOption PriceOutstandingPer ShareBalance December 31, 2002166,287$5.91   10.58Granted56,349$11.52Exercised(30,570)$9.90Forfeited--Expired(191)$9.90Balance December 31, 2003191,875$5.91  11.26Granted42,344$14.08Exercised(77,328)$10.49Forfeited(1)$10.24Expired(9)$10.58Balance December 31, 2004156,881$5.91  11.26Granted38,875$18.20Exercised(40,844)$10.69Forfeited(3,321)$12.72Expired(599)$10.24Balance December 31, 2005150,992$13.45   63   Four Oaks Fincorp, Inc. Notes to Consolidated Financial Statements December 31, 2005 and 2004    NOTE L - STOCK OPTION PLAN (Continued) The weighted average exercise price of all exercisable options at December 31, 2005 is $11.81. There were 368,244 shares reserved for future issuance at December 31, 2005.  Additional information concerning the Companys stock options at December 31, 2005 is as follows:  Exercise PriceNumber OutstandingRemaining Contractual LifeNumber Exercisable$  5.926,5921.19 years6,592$10.2423,413.15 years23,413$11.5243,3621.16 years43,362$14.0838,7502.15 years38,750$18.2038,8753.15 years-150,992112,117  The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions used for grants in 2005, 2004 and 2003:  200520042003Dividend yield1.84%2.06%1.69%Expected volatility24.31%21.92%21.65%Risk free interest rate3.75%3.00%2.82%Expected life4 years4 years4 years   The weighted average fair value of options granted during 2005, 2004 and 2003 was $3.79, $2.46, and $2.57, respectively.  NOTE M - OTHER EMPLOYEE BENEFITS  Supplemental Retirement  In 1998, the Companys subsidiary, Four Oaks Bank & Trust Company, adopted a Supplemental Executive Retirement Plan (SERP) for its president. The Company has purchased life insurance policies in order to provide future funding of benefit payments. Plan benefits will accrue and vest during the period of employment and will be paid in annual benefit payments over the officers remaining life commencing with the officers retirement. The liability accrued under the plan amounts to $122,000 and $99,000 at December 31, 2005 and 2004, respectively.  During 2005, 2004 and 2003, the expense attributable to this plan amounted to $23,000, $20,000 and $18,000, respectively.  Employment Agreements  The Company has entered into employment agreements with certain of its executive officers to ensure a stable and competent management base. The agreements provide for benefits as spelled out in the contracts and cannot be terminated by the Companys Board of Directors, except for cause, without prejudicing the officers rights to receive certain vested rights, including compensation. In addition, the Company has entered into severance compensation agreements with certain of its executive officers to provide them with severance pay  64   Four Oaks Fincorp, Inc. Notes to Consolidated Financial Statements December 31, 2005 and 2004   NOTE M - OTHER EMPLOYEE BENEFITS (Continued)  benefits in the event of a change in control of the Company, as outlined in the agreements, the acquirer will be bound to the terms of the contracts.  Defined Contribution Plan  The Company sponsors a contributory profit-sharing plan in effect for substantially all employees.  Participants may make voluntary contributions resulting in salary deferrals in accordance with Section 401(k) of the Internal Revenue Code.  The plans provide for employee contributions up to $14,000 of the participant's annual salary and an employer contribution of 25% matching of the first 6% of pre-tax salary contributed by each participant.  Expenses related to these plans for the years ended December 31, 2005, 2004 and 2003 were $79,000, $47,000 and $56,000, respectively.  Contributions under the plan are made at the discretion of the Companys Board of Directors.   Employee Stock Ownership Plan  The Company sponsors an employee stock ownership plan (ESOP) which makes the employees of a company, owners of stock in the company.  The Four Oaks Bank & Trust Companys Employee Stock Ownership Trust is available to full-time employees at least 21 years of age after six months of service.  Contributions are voluntary by the Company and employees cannot contribute.  Stock issued is purchased on the open market and the Company does not issue new shares in conjunction with this plan.  Voluntary contributions are determined by the Companys Board of Directors annually based on Company performance and are allocated to employees based on annual compensation.  Contribution expenses for this plan for 2005, 2004, and 2003 were $223,000, $180,000, and $189,000, respectively.  Employee Stock Purchase and Bonus Plan  The Employee Stock Purchase and Bonus Plan (the Purchase Plan) is a voluntary plan that enables full-time employees of the Company and its subsidiaries to purchase shares of the Companys common stock.  The Purchase Plan is administered by a committee of the Board of Directors, which has broad discretionary authority to administer the Purchase Plan.  The Companys Board of Directors may amend or terminate the Purchase Plan at any time.  The Purchase Plan is not intended to be qualified as an employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986, as amended.  Once a year, participants in the Purchase Plan purchase the Companys common stock at fair market value. Participants are permitted to purchase shares under the Purchase Plan up to (5%) of their compensation, with a maximum purchase amount of $1,000 per year.  The Company matches, in cash, fifty percent (50%) of the amount of each participants purchase, up to $500.  After withholding for income and employment taxes, participants use the balance of the Companys matching grant to purchase shares of the Companys common stock.  As of December 31, 2005, 195,312 shares of the Companys common stock had been reserved for issuance under the Purchase Plan, and 113,490shares had been purchased.  During 2005, 6,872 shares were purchased under the Purchase Plan.  65   Four Oaks Fincorp, Inc. Notes to Consolidated Financial Statements December 31, 2005 and 2004   NOTE N - LEASES  The Bank has entered into non-cancelable operating leases for three branch facilities.  Future minimum lease payments under the leases for future years are as follows (amounts in thousands): 2006$ 62200737200816200972010-$ 122   In addition, the Bank has leased a building from one of its directors for $938 and $908 per month in 2005 and 2004, respectively under an operating lease on a month-to-month basis.  Total rental expense under operating leases for the years ended December 31, 2005, 2004 and 2003 amounted to $57,000 and $45,000 and $31,000, respectively.   NOTE O - PARENT COMPANY FINANCIAL INFORMATION  Condensed financial information of Four Oaks Fincorp, Inc., the parent company, at December 31, 2005 and 2004 and for the years ended December 31, 2005, 2004 and 2003 is presented below:  20052004(As Restated,
See Note A)(Amounts in thousands)Condensed Balance SheetsAssets:Cash and cash equivalents$3,940$3,074Equity investment in subsidiaries37,11633,665Securities available for sale668695Total assets$41,724$37,434Liabilities and Shareholders Equity:Liabilities:Other liabilities$112$139Shareholders' equity41,61237,295Total liabilities and shareholders equity$41,724$37,434   66   Four Oaks Fincorp, Inc. Notes to Consolidated Financial Statements December 31, 2005 and 2004   NOTE O - PARENT COMPANY FINANCIAL INFORMATION (Continued)  200520042003(As Restated,
See Note A)(Amounts in thousands)Condensed Statements of OperationsEquity in earnings of subsidiaries$4,972$4,361$2,897Interest income813022Other investment income171517Miscellaneous expenses(67)(31)(18)Net income$5,003$4,375$2,918200520042003Condensed Statements of Cash Flows(Amounts in thousands)Operating activities:Net income$5,003$4,375$2,918Equity in undistributed earnings of subsidiaries(4,972)(4,361)(2,897)Cash flows provided by operating activities311421Investing activities:Purchase of securities available for sale(53)(14)(16)Upstream dividend received from subsidiary9371,0891,166Cash flows provided by investing activities8841,0751,150Financing activities:Proceeds from issuance of common stock1,2301,430879Purchases and retirements of common stock-(65)(993)Dividends paid(1,279)(1,089)(960)Cash flows used by financing activities(49)276(1,074)Net increase in cash and cash equivalents8661,36597Cash and cash equivalents, beginning of year3,0741,7091,612Cash and cash equivalents, end of year$3,940$3,074$1,709    67   Four Oaks Fincorp, Inc. Notes to Consolidated Financial Statements December 31, 2005 and 2004   NOTE P - FAIR VALUE OF FINANCIAL INSTRUMENTS  SFAS No. 107, Disclosures about Fair Value of Financial Instruments, requires the disclosure of estimated fair values for financial instruments. Quoted market prices, if available, are utilized as an estimate of the fair value of financial instruments. Because no quoted market prices exist for a significant part of the Companys financial instruments, the fair value of such instruments has been derived based on managements assumptions with respect to future economic conditions, the amount and timing of future cash flows and estimated discount rates. Different assumptions could significantly affect these estimates. Accordingly, the net realizable value could be materially different from the estimates presented below. In addition, the estimates are only indicative of individual financial instruments values and should not be considered an indication of the fair value of the Company taken as a whole. The following methods and assumptions were used to estimate the fair value of each class of financial instrument.  Cash and Cash Equivalents  The carrying amounts of cash and cash equivalents are equal to the fair value due to the liquid nature of the financial instruments.  Investment Securities Available for Sale  Fair values of investment securities available for sale are based on quoted market prices. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities.  Loans  Fair values have been estimated by type of loan: residential real estate loans, consumer loans, and commercial and other loans. For variable-rate loans that reprice frequently and with no significant credit risk, fair values are based on carrying values. The fair values of fixed rate loans are estimated by discounting the future cash flows using the current rates at which loans with similar terms would be made to borrowers with similar credit ratings and for the same remaining maturities. The Company has assigned no fair value to off-balance sheet financial instruments since they are either short term in nature or subject to immediate repricing.  FHLB Stock  The carrying amount of FHLB stock approximates fair value.  Investment in Life Insurance  The carrying value of life insurance approximates fair value because this investment is carried at cash surrender value, as determined by the insurer.  Deposits  The fair value of demand deposits, savings accounts and money market deposits is the amount payable on demand at year-end. Fair value of time deposits is estimated by discounting the future cash flows using the current rate offered for similar deposits with the same maturities.  Borrowings  The fair values are based on discounting expected cash flows at the interest rate for debt with the same or similar remaining maturities and collection requirements.  68   Four Oaks Fincorp, Inc. Notes to Consolidated Financial Statements December 31, 2005 and 2004    NOTE P - FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)  Accrued Interest Receivable and Payable  The carrying amounts of accrued interest approximate fair value.  Derivative Financial Instruments  Fair values for interest rate swap agreements are based upon the amounts required to settle the contracts.  The following table presents information for financial assets and liabilities as of December 31, 2005 and 2004 (amounts in thousands): 20052004Carrying ValueEstimated
Fair ValueCarrying ValueEstimated
Fair Value(As Restated, See Note A)Financial assets:Cash and cash equivalents$22,915$22,915$14,249$14,249Securities available for sale80,20980,20952,34252,342Loans, net392,129388,515308,760308,713FHLB stock3,6553,6552,6212,621Investment in life insurance7,8757,8756,0546,054Accrued interest receivable2,9502,9502,2102,210Financial liabilities:Deposits$398,341$375,517$315,307$309,801Borrowings74,14073,65143,16041,651Accrued interest payable2,2552,2551,2011,201Derivative financial instruments:Interest rate swap agreements:Liabilities, net loss$1,765$1,765$213$213   69   Four Oaks Fincorp, Inc. Notes to Consolidated Financial Statements December 31, 2005 and 2004    NOTE Q - CASH FLOW SUPPLEMENTAL DISCLOSURES  The following information is supplemental information regarding the cash flows for the years ended December 31, 2005, 2004 and 2003:   200520042003(Amounts in thousands)Cash paid for:Interest on deposits and borrowings$10,871$5,895$4,365Income taxes3,6842,1921,637Summary of noncash investing and financing activities:Transfer from loans to foreclosed assets4311,214167Loans to facilitate the sale of foreclosed assets-393111Tax benefit from the exercise of non-qualified stock optionsStock option1019418Decrease in fair value of securities
available for sale, net of tax(565)(108)(141)Decrease in fair value of cash flow hedge, net of tax(173)(222)(34)   NOTE R - STOCK PURCHASE PLAN  On December 10, 2001, the Companys Board of Directors approved a Stock Purchase Program authorizing the Company to purchase up to 100,000 shares, or approximately 4.7% of the then outstanding shares of common stock.  During 2004, the Company purchased 2,800 shares at an average cost of $23.25 per share. The 2004 purchase amount does not reflect the five-for-four stock split during 2004 to shareholders of record as of October 15, 2004, payable on or after October 29, 2004 nor the five-for-four stock split to shareholders of record as of November 9, 2005, payable on or after November 25, 2005.  Effective December 31, 2005, the Companys Board of Directors extended this stock purchase plan until December 31, 2006.  70     Item 9 - Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.  Not Applicable.  Item 9A - Controls and Procedures.  As required by paragraph (b) of Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), an evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer  of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective, in that they provide reasonable assurance that the information we are required to disclose  in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods required by the United States Securities and Exchange Commissions rules and forms.  There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of fiscal 2005 that we believe have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.  Item 9B  Other Information. Not Applicable.    71     PART III  This Part incorporates certain information from the definitive proxy statement (the 2006 Proxy Statement) for the Companys 2006 Annual Meeting of Shareholders, to be filed with the SEC within 120 days after the end of the Companys fiscal year.  Item 10  Directors and Executive Officers of the Registrant.  Director information is incorporated by reference from the sections entitled Information about Our Board of Directors, Election of Directors, and under the section entitled Section 16(a) Beneficial Ownership Reporting Compliance, in the 2006 Proxy Statement.  Information on our executive officers is included under the caption Our Executive Officers on Page 9 of this report.  Information about our Code of Ethics is incorporated by reference from the section entitled Code of Ethics, in the 2006 Proxy Statement.   Item 11 - Executive Compensation.  This information is incorporated by reference from the sections entitled Executive Compensation, Board Compensation Committee Report on Executive Compensation, Compensation Committee Interlocks and Insider Participation and Comparison of Cumulative Total Return in the 2006 Proxy Statement.  Item 12 - Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.  This information is incorporated by reference from the section entitled Security Ownership of Management and Certain Beneficial Owners and the sections entitled Equity Compensation Plan Information, Nonqualified Stock Option Plan and Employee Stock Purchase and Bonus Plan in the 2006 Proxy Statement.  Item 13 - Certain Relationships and Related Transactions.  This information is incorporated by reference from the section entitled Certain Transactions in the 2006  Proxy Statement.  Item 14 - Principal Accountant Fees and Services  Information regarding principal accountant fees and services is incorporated by reference from the section entitled Audit Firm Fee Summary in the 2006 Proxy Statement.  72     PART IV   Item 15  Exhibits, Financial Statement Schedules.   (a)(1) Financial Statements.  The following financial statements and supplementary data are included in Item 8 of this Annual Report on Form 10-K/A.  Financial StatementsForm 10-K/A PageReport of Independent Registered Public Accounting Firm, Dixon Hughes PLLC34Consolidated Balance Sheets as of December 31, 2005 and 200435Consolidated Statements of Operations for the years ended
December 31, 2005, 2004 and 200336Consolidated Statements of Comprehensive Income for the years ended
December 31, 2005, 2004 and 200337Consolidated Statements of Shareholders Equity for the years ended
December 31, 2005, 2004 and 200338Consolidated Statements of Cash Flows for the years ended
December 31, 2005, 2004 and 200339Notes to Consolidated Financial Statements40  (a)(2) Financial Statement Schedules.  All applicable financial statement schedules required under Regulation S-X have been included in the Notes to Consolidated Financial Statements.  (a)(3) Exhibits. The following exhibits are filed as part of this Annual Report on Form 10-K/A.  73       Exhibit No.Description of Exhibit3.1Articles of Incorporation of Four Oaks Fincorp, Inc. including Articles of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2004)3.2Bylaws of Four Oaks Fincorp, Inc. (incorporated by reference to Exhibit 3.2 to the Companys Current Report on Form 8-K12G3 filed with the SEC on July 2, 1997)4Specimen of Certificate for Four Oaks Fincorp, Common Stock (incorporated by reference to Exhibit 4 to the Companys Current Report on Form 8-K12G3 filed with the SEC on July 2, 1997)10.1Employment Agreement with Ayden R. Lee, Jr. (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the period ended June 30, 1997) (management contract or compensatory plan, contract or arrangement)10.2Severance Compensation Agreement with Ayden R. Lee, Jr. (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the period ended June 30, 1997) (management contract or compensatory plan, contract or arrangement)10.3Amended and Restated Nonqualified Stock Option Plan (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the period ended June 30, 2004) (management contract or compensatory plan, contract or arrangement)10.4Amended and Restated Employee Stock Purchase and Bonus Plan (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the period ended June 30, 2004) (management contract or compensatory plan, contract or arrangement)10.5Amended and Restated Dividend Reinvestment and Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the SEC on September 29, 2004) (management contract or compensatory plan, contract or arrangement)10.6Four Oaks Bank & Trust Company Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 10.6 to the Companys Annual Report on Form 10-KSB for the fiscal year ended December 31, 1998) (management contract or compensatory plan, contract or arrangement)10.7Employment Agreement with Clifton L. Painter (incorporated by reference to Exhibit 10.7 to the Companys Annual Report on Form 10-KSB for the fiscal year ended December 31, 2001) (management contract or compensatory plan, contract or arrangement)10.8Severance Compensation Agreement with Clifton L. Painter (incorporated by reference to Exhibit 10.8 to the Companys Annual Report on Form 10-KSB for the period ended December 31, 2002) (management contract or compensatory plan, contract or arrangement)10.9Executive Employment Agreement with W. Leon Hiatt, III (incorporated by reference to Exhibit 10.9 to the Companys Annual Report on Form 10-KSB for the period ended December 31, 2003) (management contract or compensatory plan, contract or arrangement)10.10Severance Compensation Agreement with W. Leon Hiatt, III (incorporated by reference to Exhibit 10.10 to the Companys Annual Report on form 10-KSB for the period ended December 31, 2003) (management contract or compensatory plan, contract or arrangement)10.11Executive Employment Agreement with Nancy S. Wise (incorporated by reference to Exhibit 10.11 to the Companys Annual Report on Form 10-KSB for the period ended December 31, 2003) (management contract or compensatory plan, contract or arrangement)10.12Severance Compensation Agreement with Nancy S. Wise (incorporated by reference to Exhibit 10.12 to the Companys Annual Report on Form 10-KSB for the period ended December 31, 2003) (management contract or compensatory plan, contract or arrangement)10.13Form of Stock Option Agreement (Non-Employee Director) (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the SEC on March 1, 2005) (management contract or compensatory plan, contract or arrangement)10.14Form of Stock Option Agreement (Employee) (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed with the SEC on March 1, 2005) (management contract or compensatory plan, contract or arrangement)10.15Executive Employment Agreement with Jeff D. Pope (incorporated by reference to Exhibit 10.15 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2004) (management contract or compensatory plan, contract or arrangement)10.16Severance Compensation Agreement with Jeff D. Pope (incorporated by reference to Exhibit 10.16 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2004) (management contract or compensatory plan, contract or arrangement)10.17Summary of Non-Employee Director Compensation (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the SEC on January 25, 2006) (management contract or compensatory plan, contract or arrangement)   74      21**Subsidiaries of Four Oaks Fincorp, Inc.23**Consent of Dixon Hughes PLLC23.1Consent of Dixon Hughes PLLC31.1**Certification of Chief Executive Officer Pursuant to Rule 13a-14/15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2**Certification of Chief Financial Officer Pursuant to Rule 13a-14/15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.3Certification of Chief Executive Officer Pursuant to Rule 13a-14/15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.4Certification of Chief Financial Officer Pursuant to Rule 13a-14/15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1**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. [This exhibit is being furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by that Act, be deemed to be incorporated by reference into any document or filed herewith for the purposes of liability under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, as the case may be.]32.2**Certification of Chief Financial Officer to Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 [This exhibit is being furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by that Act, be deemed to be incorporated by reference into any document or filed herewith for the purposes of liability under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, as the case may be.]   ** Previously filed with the Annual Report on Form 10-K for the year ended December 31, 2005, filed with the Securities Exchange Commission on March 30, 2006.  32.3Certification 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. [This exhibit is being furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by that Act, be deemed to be incorporated by reference into any document or filed herewith for the purposes of liability under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, as the case may be.]32.4Certification of Chief Financial Officer to Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 [This exhibit is being furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by that Act, be deemed to be incorporated by reference into any document or filed herewith for the purposes of liability under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, as the case may be.]  (b) See (a)(3) above.  (c) See (a)(2) above.    75     SIGNATURES  Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.  FOUR OAKS FINCORP, INC.  Date: September 21, 2006                                                By: /s/ Ayden R. Lee, Jr. Ayden R. Lee, Jr. President and Chief Executive Officer  76      Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.  Date: September 21, 2006 /s/ Ayden R. Lee, Jr. Ayden R. Lee, Jr. President, Chief Executive Officer and Director  Date: September 21, 2006 /s/ Nancy S. Wise Nancy S. Wise Executive Vice President and Chief Financial Officer  Date: September 21, 2006 /s/ Rebekah J. Whaley Rebekah J. Whaley Senior Vice President and Controller  Date: September 21, 2006 /s/ William J Edwards William J. Edwards Director  Date: September 21, 2006 /s/ Warren L. Grimes Warren L. Grimes Director  Date: September 21, 2006 /s/ Dr. R. Max Raynor, Jr. Dr. R. Max Raynor, Jr. Director  Date: September 21, 2006 /s/ Percy Y. Lee Percy Y. Lee Director  Date: September 21, 2006 /s/ Merwin S. Canaday Merwin S. Canaday Director  Date: September 21, 2006 /s/ Paula C. Bowan Paula C. Bowman Director  Date: September 21, 2006 /s/ William Ashley Turner William Ashley Turner Director  Date: September 21, 2006 /s/ Michael A. Weeks Michael A. Weeks Director  77      EXHIBIT INDEX  Exhibit No.Description of Exhibit3.1Articles of Incorporation of Four Oaks Fincorp, Inc. including Articles of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2004)3.2Bylaws of Four Oaks Fincorp, Inc. (incorporated by reference to Exhibit 3.2 to the Companys Current Report on Form 8-K12G3 filed with the SEC on July 2, 1997)4Specimen of Certificate for Four Oaks Fincorp, Common Stock (incorporated by reference to Exhibit 4 to the Companys Current Report on Form 8-K12G3 filed with the SEC on July 2, 1997)10.1Employment Agreement with Ayden R. Lee, Jr. (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the period ended June 30, 1997) (management contract or compensatory plan, contract or arrangement)10.2Severance Compensation Agreement with Ayden R. Lee, Jr. (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the period ended June 30, 1997) (management contract or compensatory plan, contract or arrangement)10.3Amended and Restated Nonqualified Stock Option Plan (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the period ended June 30, 2004) (management contract or compensatory plan, contract or arrangement)10.4Amended and Restated Employee Stock Purchase and Bonus Plan (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the period ended June 30, 2004) (management contract or compensatory plan, contract or arrangement)10.5Amended and Restated Dividend Reinvestment and Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the SEC on September 29, 2004) (management contract or compensatory plan, contract or arrangement)10.6Four Oaks Bank & Trust Company Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 10.6 to the Companys Annual Report on Form 10-KSB for the fiscal year ended December 31, 1998) (management contract or compensatory plan, contract or arrangement)10.7Employment Agreement with Clifton L. Painter (incorporated by reference to Exhibit 10.7 to the Companys Annual Report on Form 10-KSB for the fiscal year ended December 31, 2001) (management contract or compensatory plan, contract or arrangement)10.8Severance Compensation Agreement with Clifton L. Painter (incorporated by reference to Exhibit 10.8 to the Companys Annual Report on Form 10-KSB for the period ended December 31, 2002) (management contract or compensatory plan, contract or arrangement)10.9Executive Employment Agreement with W. Leon Hiatt, III (incorporated by reference to Exhibit 10.9 to the Companys Annual Report on Form 10-KSB for the period ended December 31, 2003) (management contract or compensatory plan, contract or arrangement)10.10Severance Compensation Agreement with W. Leon Hiatt, III (incorporated by reference to Exhibit 10.10 to the Companys Annual Report on form 10-KSB for the period ended December 31, 2003) (management contract or compensatory plan, contract or arrangement)10.11Executive Employment Agreement with Nancy S. Wise (incorporated by reference to Exhibit 10.11 to the Companys Annual Report on Form 10-KSB for the period ended December 31, 2003) (management contract or compensatory plan, contract or arrangement)10.12Severance Compensation Agreement with Nancy S. Wise (incorporated by reference to Exhibit 10.12 to the Companys Annual Report on Form 10-KSB for the period ended December 31, 2003) (management contract or compensatory plan, contract or arrangement)10.13Form of Stock Option Agreement (Non-Employee Director) (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the SEC on March 1, 2005) (management contract or compensatory plan, contract or arrangement)10.14Form of Stock Option Agreement (Employee) (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed with the SEC on March 1, 2005) (management contract or compensatory plan, contract or arrangement)10.15Executive Employment Agreement with Jeff D. Pope (incorporated by reference to Exhibit 10.15 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2004) (management contract or compensatory plan, contract or arrangement)10.16Severance Compensation Agreement with Jeff D. Pope (incorporated by reference to Exhibit 10.16 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2004) (management contract or compensatory plan, contract or arrangement)   78      10.17Summary of Non-Employee Director Compensation (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the SEC on January 25, 2006) (management contract or compensatory plan, contract or arrangement)21Subsidiaries of Four Oaks Fincorp, Inc.23Consent of Dixon Hughes PLLC23.1Consent of Dixon Hughes PLLC31.1Certification of Chief Executive Officer Pursuant to Rule 13a-14/15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2Certification of Chief Financial Officer Pursuant to Rule 13a-14/15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.3Certification of Chief Executive Officer Pursuant to Rule 13a-14/15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.4Certification of Chief Financial Officer Pursuant to Rule 13a-14/15d-14 as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1Certification 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. [This exhibit is being furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by that Act, be deemed to be incorporated by reference into any document or filed herewith for the purposes of liability under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, as the case may be.]32.2Certification of Chief Financial Officer to Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 [This exhibit is being furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by that Act, be deemed to be incorporated by reference into any document or filed herewith for the purposes of liability under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, as the case may be.]32.3Certification 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. [This exhibit is being furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by that Act, be deemed to be incorporated by reference into any document or filed herewith for the purposes of liability under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, as the case may be.]32.4Certification of Chief Financial Officer to Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 [This exhibit is being furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by that Act, be deemed to be incorporated by reference into any document or filed herewith for the purposes of liability under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, as the case may be.]  Previously filed with the Annual Report on Form 10-K for the year ended December 31, 2005, filed with the Securities Exchange Commission on March 30, 2006.   79