U. S. SECURITIES AND EXCHANGE
                        COMMISSION Washington, D.C. 20549
                                    FORM 10-Q


  X     QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934
               For the quarterly period ended September 30, 2005

        TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934
               For the transition period from _________ to _________

                        Commission file number 000-23847

                           SHORE FINANCIAL CORPORATION

             (Exact name of registrant as specified in its charter)

                 Virginia                                 54-1873994
      ---------------------------------             -----------------------
       (State or other jurisdiction                     (I.R.S. Employer
      of incorporation or organization)               Identification Number)
         25253 Lankford Highway
           Onley, Virginia                                  23418
      ---------------------------------             -----------------------
           (Address of Principal                         (Zip Code)
             Executive Offices)

                    Issuer's telephone number: (757) 787-1335


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.
Yes   X    No

Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes ___ No _X_

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the  registrant  has filed all documents and
reports  required  to be  filed by  Section  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court. Yes ___ No ___

Number of shares of Common Stock outstanding as of November 14, 2005:  2,074,207






<PAGE>


                  SHORE FINANCIAL CORPORATION AND SUBSIDIARIES
                                Index - Form 10-Q

                         PART I - FINANCIAL INFORMATION

         Item 1 - Consolidated Financial Statements (Unaudited)

                           Consolidated Statements of Financial Condition as of
                           September 30, 2005 and December 31, 2004

                           Consolidated Statements of Income for the Three and
                           Nine Months Ended September 30, 2005 and 2004

                           Consolidated Statements of Cash Flows for the Nine
                           Months Ended September 30, 2005 and 2004

                           Consolidated Statements of Stockholders' Equity for
                           the Nine Months Ended September 30, 2005 and 2004

                           Notes to Unaudited Consolidated Financial Statements

         Item 2 - Management's Discussion and Analysis of Financial Condition
                           and Results of Operations

                           Results of Operations

                           Interest Sensitivity

                           Financial Condition

                           Asset Quality

                           Liquidity and Capital Resources

         Item 3 - Quantitative and Qualitative Disclosures about Market Risk

         Item 4 - Controls and Procedures


                           PART II - OTHER INFORMATION
         Item 1 - Legal Proceedings
         Item 2 - Changes in Securities
         Item 3 - Defaults Upon Senior Securities
         Item 4 - Submission of Matters to Vote of Security Holders
         Item 5 - Other Information
         Item 6 - Exhibits and Reports on Form 8-K

                                   SIGNATURES



<PAGE>

<TABLE>


                                  Consolidated Statements of Financial Condition


                                                                           September 30,          December 31,
                                                                               2005                   2004
-------------------------------------------------------------------------------------------------------------------
<S> <C>

                                                                            (Unaudited)
                               ASSETS


Cash (including interest - earning deposits of
     approximately $3,124,900 and $3,149,300, respectively)           $         10,671,900     $         9,415,000
Investment securities:
     Held-to-maturity (fair value of $0 and
         $0, respectively)                                                               -                       -
     Available-for-sale (amortized cost of $35,151,200 and
         $36,437,500, respectively)                                             35,184,200              37,386,500
     Other investments, at cost                                                  2,234,800               1,584,600
Loans receivable, net                                                          188,946,600             175,995,200
Premises and equipment, net                                                      7,712,300               8,024,900
Other assets                                                                     5,637,200               5,282,300
                                                                      ---------------------------------------------

                                                                      $        250,387,000     $       237,688,500
                                                                      =============================================

                LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits:
         Interest-bearing                                             $        164,973,700     $       168,242,100
         Noninterest-bearing                                                    30,612,600              24,495,000
                                                                      ---------------------   ---------------------
            Total deposits                                                     195,586,300             192,737,100

Advances from Federal Home Loan Bank                                            31,266,700              21,966,700
Other liabilities                                                                  556,600               1,025,700
                                                                      ---------------------------------------------
            Total liabilities                                                  227,409,600             215,729,500
                                                                      ---------------------------------------------

Stockholders' equity
     Preferred stock, par value $1 per share, 500,000
         shares authorized; none issued and
         outstanding                                                                     -                       -
     Common stock, par value $.33 per share, 5,000,000
         shares authorized; 2,071,567 and 2,063,284 shares
         issued and outstanding, respectively                                      683,600                 680,900
     Additional capital                                                          8,241,400               8,199,000
     Retained earnings                                                          14,046,200              12,494,400
     Accumulated other comprehensive income                                          6,200                 584,700
                                                                      ---------------------------------------------
            Total stockholders' equity                                          22,977,400              21,959,000
                                                                      ---------------------------------------------

                                                                      $        250,387,000     $       237,688,500
                                                                      =============================================


                    The accompanying notes are an integral part of these financial statements.

</TABLE>

<PAGE>


<TABLE>

                                  Consolidated Statements of Income (Unaudited)

                                            Three Months Ended September 30,      Nine Months Ended September 30,
                                            ---------------------------------   ----------------------------------
                                                  2005              2004               2005              2004
-------------------------------------------------------------------------------------------------------------------
<S> <C>


Interest and dividend income
    Loans                                   $      2,898,400    $   2,373,200      $    8,241,600    $   6,631,100
    Investments
       Taxable interest                              332,800          339,400             976,800          943,900
       Tax-exempt interest                            34,300           33,700             103,700          106,100
       Dividends                                      45,900           20,800             127,400          116,700
                                            ------------------------------------  ---------------------------------
          Total interest and dividend income       3,311,400        2,767,100           9,449,500        7,797,800
                                            ------------------------------------  ---------------------------------

Interest expense
    Deposits                                         854,300          785,900           2,512,800        2,225,400
    FHLB/other advances                              312,000           57,200             671,800          163,700
                                            ------------------------------------  ---------------------------------
          Total interest expense                   1,166,300          843,100           3,184,600        2,389,100
                                            ------------------------------------  ---------------------------------

Net interest income                                2,145,100        1,924,000           6,264,900        5,408,700

Provision for loan losses                             86,200          104,700             246,400          314,100
                                            ------------------------------------  ---------------------------------

Net interest income after
    provision for loan losses                      2,058,900        1,819,300           6,018,500        5,094,600
                                            ------------------------------------  ---------------------------------

Noninterest income
    Deposit account fees                             327,100          331,900             934,600          968,400
    Loan fees                                         28,900           14,400              80,000           66,000
    Mortgage banking fees                             45,200              300             123,100              300
    Commissions on investment brokerage sales         43,500           20,900             107,900           78,500
    Gains (losses) on sales of securities             10,100                -             170,300           93,400
    Gains on sale of real estate                     150,800                -             150,800                -
    Other                                             67,000           68,900             192,000          208,100
                                            ------------------------------------  ---------------------------------
          Total noninterest income                   672,600          436,400           1,758,700        1,414,700
                                            ------------------------------------  ---------------------------------

Noninterest expense
    Compensation and employee
       benefits                                      809,400          604,400           2,330,100        1,806,200
    Occupancy and equipment                          392,300          356,500           1,204,000          993,400
    Data processing                                  196,500          179,500             569,400          499,400
    Professional fees                                 98,000           53,600             222,700          137,900
    Advertising and promotion                         34,000           31,700             119,600           86,000
    Other                                            186,700          167,300             510,700          441,000
                                            ------------------------------------  ---------------------------------
          Total noninterest expense                1,716,900        1,393,000           4,956,500        3,963,900
                                            ------------------------------------  ---------------------------------

Income before income taxes                         1,014,600          862,700           2,820,700        2,545,400

Income taxes                                         314,500          269,500             875,800          795,300
                                            ------------------------------------  ---------------------------------

Net income                                  $        700,100    $     593,200      $    1,944,900    $   1,750,100
                                            ====================================  =================================

Cash Dividends Declared Per Share           $           0.07    $        0.06      $         0.19    $        0.16
                                            ====================================  =================================

Earnings Per Common Share:
       Basic                                $           0.34    $        0.29      $         0.94    $        0.85
                                            ====================================  =================================

       Diluted                              $           0.33    $        0.28      $         0.92    $        0.83
                                            ====================================  =================================



                    The accompanying notes are an integral part of these financial statements.
</TABLE>

<PAGE>

<TABLE>

                                         Consolidated Statements of Stockholders' Equity


----------------------------------------------------------------------------------------------------------------------------------

                                                                                                    Accumulated
                                                                                                       Other
                                         Number of      Common       Additional       Retained       Comprehensive
                                          Shares        Stock          Capital        Earnings       Income (Loss)       Total
                                        ----------  -------------------------------------------------------------------------------
<S> <C>


Balance, December 31, 2003               2,061,724    $   680,400    $  8,164,600    $ 10,595,300    $      760,900   $  20,201,200

Common stock cash dividend
    declared                                     -              -               -        (329,900)                -        (329,900)

Exercise of stock options                      720            200           5,700               -                 -           5,900

Repurchase of common stock                       -              -               -               -                 -               -

Comprehensive income                             -              -               -       1,750,100          (217,700)      1,532,400
                                         -------------------------------------------------------------------------------------------

Balance, September 30, 2004 (Unaudited)  2,062,444    $   680,600    $  8,170,300    $ 12,015,500    $      543,200   $  21,409,600
                                         ----------     ----------    ------------     -----------     -------------    ------------


Balance, December 31, 2004               2,063,284    $   680,900    $  8,199,000    $ 12,494,400    $      584,700   $  21,959,000

Common stock cash dividend
    declared                                     -              -               -        (393,100)                -        (393,100)

Exercise of stock options                    8,283          2,700          42,400               -                 -          45,100

Comprehensive income (loss)                      -              -               -       1,944,900          (578,500)      1,366,400
                                         ----------  -------------------------------------------------------------------------------


Balance, September 30, 2005 (Unaudited)  2,071,567    $   683,600    $  8,241,400    $ 14,046,200    $        6,200   $  22,977,400
                                         ==========  ===============================================================================






                           The accompanying notes are an integral part of these financial statements.

</TABLE>

<PAGE>


<TABLE>

                        Consolidated Statements of Cash Flows


                                                      Nine Months Ended September 30,
                                                      --------------------------------
                                                           2005             2004
--------------------------------------------------------------------------------------
<S> <C>

Cash flows from operating activities
    Net income                                        $    1,944,900    $   1,750,100
    Adjustments to reconcile to net cash
       provided by operating activities:
         Provision for loan losses                           246,400          314,100
         Depreciation and amortization                       543,800          384,500
         Amortization of premium and accretion
            of discount on securities, net                    51,400           54,000
         Gain on sale of investment securities              (170,300)         (93,400)
         Gain on sale of real estate                        (150,800)               -
         Loss on disposal of fixed assets                      6,800            2,600
         Increase in cash surrender value of life insurance (100,600)        (101,300)
         Changes in:
            Deferred loan fees                               102,600           35,400
            Other assets                                      36,900              100
            Other liabilities                               (469,100)         (28,900)
                                                      --------------------------------
            Net cash flows from operating activities       2,042,000        2,317,200
                                                      --------------------------------

Cash flows from investing activities
    Purchase of available-for-sale securities             (1,476,800)      (3,445,800)
    Proceeds from maturities, sales and calls of
       available-for-sale securities                       2,882,100        4,182,400
    Purchase of other investments                         (2,961,700)        (195,300)
    Proceeds from maturities, sales and calls of
       other investments                                   2,311,500           39,900
    Proceeds from sale of real estate                        323,100                -
    Loan originations, net of repayments                 (13,472,700)     (28,621,900)
    Purchase of premises and equipment                      (191,800)      (2,782,900)
                                                      --------------------------------
            Net cash flows from investing activities     (12,586,300)     (30,823,600)
                                                      --------------------------------

</TABLE>

<PAGE>


<TABLE>

                        Consolidated Statements of Cash Flows

                                                      Nine Months Ended September 30,
                                                      --------------------------------
                                                           2005             2004
--------------------------------------------------------------------------------------
<S> <C>

Cash flows from financing activities
    Net increase in demand deposits                   $    4,439,200    $  20,473,800
    Net increase (decrease) in time deposits              (1,590,000)      12,368,200
    Proceeds from FHLB advances                          106,000,000       43,452,000
    Repayments of FHLB advances                          (96,700,000)     (46,752,000)
    Proceeds from exercise of stock options                   45,100            5,900
    Payment of dividends on common stock                    (393,100)        (329,900)
                                                      --------------------------------
            Net cash flows from financing activities      11,801,200       29,218,000
                                                      --------------------------------

Change in cash and cash equivalents                        1,256,900          711,600

Cash and cash equivalents, beginning of period             9,415,000        5,793,800
                                                      --------------------------------

Cash and cash equivalents, end of period              $   10,671,900    $   6,505,400
                                                      ================================


Supplemental disclosure of cash flow information

    Cash paid during the period for interest          $    3,084,200    $   2,309,200
    Cash paid during the period for income taxes      $      728,500    $     729,600
    Conversion of Trust Preferred Stock investment
    to common stock                                   $       72,000    $      75,000


     The accompanying notes are an integral part of these financial statements.

</TABLE>

<PAGE>



                  SHORE FINANCIAL CORPORATION AND SUBSIDIARIES
              Notes to Unaudited Consolidated Financial Statements

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited consolidated financial statements of Shore Financial
Corporation and Subsidiaries (the "Company") have been prepared in accordance
with generally accepted accounting principles ("GAAP") and with the instructions
to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include
all of the information and footnotes required by GAAP for complete financial
statements in the United States of America. In the opinion of management, all
adjustments (consisting of normal recurring accruals) necessary for a fair
presentation of the consolidated financial statements have been included.

In preparing the consolidated financial statements in conformity with GAAP in
the United States of America, management is required to make estimates and
assumptions that affect the amounts reported in the consolidated financial
statements and accompanying notes. Actual results could differ from those
estimates. The consolidated results of operations and other data for the nine
month period ended September 30, 2005 are not necessarily indicative of the
results that may be expected for any other interim period or the entire year
ending December 31, 2005. The unaudited consolidated financial statements
presented herein should be read in conjunction with the audited consolidated
financial statements and related notes thereto in the Company's Annual Report on
Form 10-K for the year ended December 31, 2004.

Principles of Consolidation

The consolidated financial statements of the Company include and primarily
consist of the accounts of its wholly-owned subsidiary Shore Bank (the "Bank")
and the Bank's wholly-owned subsidiary Shore Investments, Inc. All significant
intercompany balances and transactions have been eliminated in consolidation.


<PAGE>



NOTE 2 - EARNINGS PER SHARE

The following is a reconciliation of the numerators and denominators of the
basic and diluted earnings per share computations for the periods ended
September 30, 2005 and 2004.


<TABLE>

                                                Three Months Ended September 30,            Nine Months Ended September 30,
                                             -------------------------------------    ------------------------------------------
                                                    2005               2004                   2005                  2004
                                             ----------------    -----------------    ------------------      ------------------
<S> <C>


Net income (numerator, basic and diluted)       $   700,100          $   593,200         $    1,944,900         $    1,750,100
Weighted average shares outstanding
(denominator)                                     2,071,300            2,062,300              2,070,000              2,062,200
                                             ----------------     ----------------    ------------------      ------------------

Earnings per common share - basic               $      0.34          $      0.29         $         0.94         $         0.85
                                             ================     ================    ==================      ==================

Effect of dilutive securities:

Weighted average shares outstanding               2,071,300            2,062,300              2,070,000              2,062,200
Effect of stock options                              34,000               33,500                 31,600                 32,800
                                             ----------------     ----------------    ------------------      ------------------
Diluted average shares outstanding
(denominator)                                     2,105,300            2,095,800              2,101,600              2,095,000
                                             ----------------     ----------------    ------------------      ------------------

Earnings per common share -
assuming dilution                               $      0.33          $      0.28         $         0.92         $         0.83
                                             ================     ================    ==================      ==================


</TABLE>


NOTE 3 - COMPREHENSIVE INCOME

Total comprehensive income consists of the following for the nine months ended
September 30, 2005 and 2004:

<TABLE>

                                                  Nine Months Ended September 30,
                                                 -----------------------------------
                                                       2005              2004
                                                 -----------------  ----------------
<S> <C>


Net income                                            $ 1,944,900       $ 1,750,100
Other comprehensive loss                                 (578,500)         (217,700)
                                                 -----------------  ----------------

Total comprehensive income                            $ 1,366,400       $ 1,532,400
                                                 =================  ================


</TABLE>

<PAGE>



NOTE 3 - COMPREHENSIVE INCOME (concluded)

The following is a reconciliation of the related tax effects allocated to each
component of other comprehensive income at September 30, 2005 and 2004.

<TABLE>

                                                  Nine Months Ended September 30,
                                                 -----------------------------------
                                                       2005              2004
                                                 -----------------  ----------------
<S> <C>


Unrealized gains on
      available-for-sale securities:
Unrealized holding losses
      arising during the period                         $(745,700)        $(267,600)
Less: reclassification adjustment
      for gain included in income                        (170,300)          (93,400)
                                                 -----------------  ----------------

Total other comprehensive loss
     before tax effect                                   (916,000)         (361,000)

Tax benefit                                               337,500           143,300
                                                 -----------------  ----------------

Net unrealized loss                                     $(578,500)        $(217,700)
                                                 =================  ================

</TABLE>


NOTE 4 - SEGMENT INFORMATION

Segment information consists of the following for the nine months ended
September 30, 2005 and 2004:

<TABLE>


                                                                                        Elimination of
                                                                                         Intersegment
(In thousands)                             Virginia       Maryland        Other          Transactions         Total
                                          ----------     -----------    -----------    ----------------     ----------
<S> <C>


Net Interest Income:
    Nine months ended September 30, 2005    $  4,469       $  1,249      $    454        $      93           $  6,265
    Nine months ended September 30, 2004    $  3,826       $    942      $  1,005        $    (364)          $  5,409

Assets:
    September 30, 2005                      $189,175       $ 47,389      $ 52,357        $ (38,534)          $250,387
    December 31, 2004                       $178,140       $ 47,566      $ 53,756        $ (41,773)          $237,689


</TABLE>


<PAGE>


NOTE 5 - STOCK-BASED COMPENSATION

Statement of Financial Accounting Standards (SFAS) No. 148, Accounting for
Stock-Based Compensation - Transition and Disclosure - an amendment of SFAS 123,
Accounting for Stock-Based Compensation, was issued by the Financial Accounting
Standards Board (FASB) in December, 2002. SFAS 148 provides alternative methods
of transition for a voluntary change to the fair value-based method of
accounting for stock-based employee compensation. SFAS 148 also amends the
disclosure requirements of SFAS 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. Management adopted the disclosure provisions of this Standard in 2002,
but is still assessing the recognition provisions of the Standard.

In accordance with SFAS 148, the Company provides disclosures as if the fair
value-based method of measuring all outstanding stock options was already
adopted and recognized in 2005 and 2004. The following table presents the effect
on net income and on basic and diluted net income per share as if the fair
value-based method had been applied to all outstanding and unvested awards at
September 30, 2005 and 2004.


<TABLE>



                                                 Three Months Ended September 30,       Nine Months Ended September 30,
                                               -----------------------------------    -------------------------------------
                                                     2005                 2004               2005               2004
                                               ----------------   ----------------    -----------------    ----------------
<S> <C>

(Dollars in thousands, except per share data)

Net income, as reported                            $ 700,100           $ 593,200          $ 1,944,900        $ 1,750,100
Deduct:
             Total stock-based employee
             compensation expense
             determined under fair value
             based method for all awards,
             net of related tax effects                    -                   -             (116,600)           (60,200)
                                               ----------------   ----------------    -----------------    ----------------

Pro forma net income                               $ 700,100           $ 593,200          $ 1,828,300        $ 1,689,900
                                               ================   ================    =================    ================

Earnings per share:

Basic - as reported                                $    0.34           $    0.29          $      0.94        $      0.85
                                               ================   ================    =================    ================
Basic - pro forma                                  $    0.34           $    0.29          $      0.88        $      0.82
                                               ================   ================    =================    ================

Diluted - as reported                              $    0.33           $    0.28          $      0.92        $      0.83
                                               ================   ================    =================    ================
Diluted - pro forma                                $    0.33           $    0.28          $      0.87        $      0.81
                                               ================   ================    =================    ================


</TABLE>


NOTE 6 - SUBSEQUENT EVENT

During October 2005, the Company declared a $0.07 per share quarterly cash
dividend on its common stock payable on November 1, 2005 to shareholders of
record on October 24, 2005.



<PAGE>



Item 2 - Management's Discussion and Analysis of
         Consolidated Financial Condition and Results of Operations

Results of Operations

General

Net income for the three months ended September 30, 2005 was $700,100, or $0.33
per diluted share, compared to net income of $593,200, or $0.28 per diluted
share, for the same period of the prior year. Earnings for the nine months ended
September 30, 2005 increased to $1.94 million, compared to $1.75 million for the
2004 nine month period. Earnings during the three and nine month periods
benefited from several factors, including continued loan growth, increasing
activity in the bank's mortgage banking sector, a gain on the sale of real
estate and gains on sales of securities. Other factors impacting earnings during
the first nine months of 2005 included additional depreciation and operating
costs associated with the Company's new headquarters facility, depreciation
expense related to upgrading the Company's computer systems, increased employee
compensation and benefits expense resulting from normal salary adjustments, an
increase in fulltime equivalent employees and an increase in professional fees
associated with meeting the requirements of Sarbanes-Oxley.

Net Interest Income

Net interest income increased 11.5% to $2.15 million and 15.8% to $6.26 million
for the three and nine months ended September 30, 2005, respectively, compared
to $1.92 million and $5.41 million, respectively, for the same period in 2004.
The increase reflects an 18.5% growth in average loans during the September 2005
nine month period as compared to the same period of 2004. Additionally, the
Company's net interest margin was higher at 3.72% for the nine months ended
September 30, 2005, compared to 3.69% for the 2004 nine month period. The
increase in net interest margin over 2004 resulted primarily from the Bank being
asset sensitive during a period of rising interest rates that has occurred since
mid 2004. Yields on adjustable loans with indices attached to the prime interest
rate and similar floating rates benefited from the increase in short-term
interest rates by the Federal Reserve.

Average earning assets for the nine month period ending September 2005 increased
$29.1 million over the September 2004 period. Loan growth, led by commercial and
residential real estate loan production, made up the majority of this increase
with average total loans $28.9 million higher during the September 2005 nine
month period as compared to the same period of 2004. Average commercial loans
increased $13.1 million, or 23.1%, while average residential real estate
mortgages increased 19.3%. Average investment securities were mostly flat during
the period, reflecting the liquidity demands generated by the loan growth.
Average total deposits increased by $14.0 million, with strong growth occurring
in interest-bearing checking and savings accounts and noninterest-bearing demand
deposit accounts. During the nine month period ended September 30, 2005, average
interest-bearing checking and savings and noninterest-bearing demand deposits
grew by $7.4 million and $4.9 million, respectively, representing increases of
10.2% and 21.8%, respectively, when compared to the September 2004 period.
Increased funding in these areas has provided the Company with a lower-costing
liquidity source to fund loan growth and, therefore, benefiting net interest
margin. During the period ended September 30, 2005, average time deposit
balances increased by $1.6 million, or 2.0%, as compared to the 2004 period.
Increased competition for deposits at a reasonable cost has increased the
Company's reliance on Federal Home Loan Bank ("FHLB") advances to fund liquidity
needs during the period. Accordingly, average FHLB advances increased $15.5
million during the period ended September 30, 2005 as compared to the September
2004 period.


<PAGE>



Interest and dividend income was $3.31 million and $9.45 million for the three
and nine month periods ended September 30, 2005, representing increases of 19.7%
and 21.2%, respectively, over the comparable 2004 amounts. As discussed above,
continued loan growth and improving interest rates on loans positively impacted
interest and dividend income during the period. Loan yields improved by 27 basis
points from September 2004 to September 2005, while investment yields increased
by 5 basis points over the same period.

Average deposit growth of 7.8%, a 131.6% increase in average FHLB advances and
rising interest rates contributed to interest expense increasing 38.3% to $1.17
million and 33.3% to $3.18 million for the three and nine month periods ended
September 30, 2005, respectively. Market pressure has caused the Bank to raise
its deposit rates to maintain adequate funding to grow the Company. The average
rate on interest-bearing liabilities for the nine months ended September 30,
2005 was 2.20%, compared to 1.89% incurred in 2004. Interest rates on checking
and savings accounts and FHLB advances represented the greatest impact on the
Bank's cost of funding by increasing 18 basis points and 145 basis points,
respectively, while time deposit costs continue to increase with a 16 basis
points rise during the 2005 nine month period as compared to the 2004 period.


<PAGE>



The following table illustrates average balances of total interest-earning
assets and total interest-bearing liabilities for the periods indicated, showing
the average distribution of assets, liabilities, and stockholders' equity and
the related income, expense and corresponding weighted average yields and costs.
The average balances used in these tables and other statistical data were
calculated using daily averages.


<TABLE>

                                   Average Balances, Income and Expenses, Yields and Rates

                                                                     Nine Months Ended September 30,
                                           ------------------------------------------------------------------------------------
                                                              2005                                       2004
                                           -----------------------------------------    ---------------------------------------
                                              Average        Income/       Yield/        Average        Income/       Yield/
(In Thousands)                                Balance        Expense        Rate         Balance        Expense        Rate
                                           ------------    -----------  -----------    -----------    -----------  -----------

<S> <C>

Assets:
       Securities (1)                      $     38,888   $      1,202        4.12%   $     39,491   $      1,205        4.07%
       Loans (net of unearned income):
             Real estate mortgage                96,609          4,055        5.60%         80,954          3,453        5.69%
             Commercial                          69,944          3,321        6.33%         56,811          2,492        5.85%
             Home equity lines                   15,799            715        6.03%         15,540            521        4.47%
             Consumer                             2,288            151        8.80%          2,477            165        8.88%
                                             -----------    -----------                 -----------    -----------
                  Total loans                   184,640          8,242        5.95%        155,782          6,631        5.68%
       Interest-bearing deposits
             in other banks                       2,951             60        2.71%          2,139             17        1.06%
                                             -----------                                -----------
                                                            -----------                                -----------
                  Total earning assets          226,479          9,504        5.59%        197,412          7,853        5.30%
                                                            -----------                                -----------
       Less: allowance for loan losses           (2,535)                                    (2,146)
       Total nonearning assets                   19,926                                     17,606
                                             -----------                                -----------
       Total assets                        $    243,870                               $    212,872
                                             ===========                                ===========

Liabilities
       Interest-bearing deposits:
             Checking and savings          $     80,597   $        488        0.81%   $     73,164   $        344        0.63%
             Time deposits                       85,409          2,025        3.16%         83,772          1,883        3.00%
                                             -----------    -----------                 -----------    -----------

                  Total interest-bearing
                  deposits                      166,006          2,513        2.02%        156,936          2,227        1.89%

       FHLB advances                             27,310            672        3.28%         11,793            162        1.83%
                                             -----------    -----------                 -----------    -----------
                  Total interest-bearing
                  liabilities                   193,316          3,185        2.20%        168,729          2,389        1.89%
                                                            -----------                                -----------
       Non-interest bearing liabilities:
             Demand deposits                     27,380                                     22,471
             Other liabilities                      581                                        450
                                             -----------                                -----------

       Total liabilities                        221,277                                    191,650
       Stockholders' equity                      22,593                                     21,222
                                             -----------                                -----------

       Total liabilities and stockholders'
             equity                        $    243,870                               $    212,872
                                             ===========                                ===========

       Net interest income (1)                            $      6,319                               $      5,464
                                                            ===========                                ===========

       Interest rate spread (1)(2)(3)                                         3.39%                                      3.41%
       Net interest margin (1)(2)(4)                                          3.72%                                      3.69%


(1)      Tax equivalent  basis. The tax equivalent  adjustment to net interest
         income was $54,000 and $55,000 for the nine months ended
         September 30, 2005 and 2004, respectively.
(2)      Yield and rate percentages are all computed through the annualization
         of interest income and expense divided by average daily balances based
         on amortized costs.
(3)      Interest  rate spread is the  average  yield  earned on earning
         assets less the  average  rate  incurred on  interest-bearing
         liabilities.
(4)      Net interest margin is derived by dividing net interest income by
         average total earning assets.

</TABLE>

<PAGE>

Interest Sensitivity

Management evaluates interest rate sensitivity periodically through the use of
an asset/liability management reporting model. Using this model, management
determines the overall magnitude of interest sensitivity risk and then
formulates strategies governing asset generation and pricing, funding sources
and pricing, and off-balance-sheet commitments in order to reduce sensitivity
risk. These decisions are based on management's outlook regarding future
interest rate movements, the state of the local and national economy, and other
financial and business risk factors.

An important element of the Company's asset/liability management process is
monitoring its interest sensitivity gap. The interest sensitivity gap is the
difference between interest sensitive assets and interest sensitive liabilities
at a specific time interval. A gap is considered positive when the amount of
interest rate sensitive assets exceeds the amount of interest rate sensitive
liabilities, and is considered negative when the amount of interest rate
sensitive liabilities exceeds the amount of interest rate sensitive assets
during a given period. Generally, during a period of rising interest rates, a
negative gap within shorter maturities would adversely affect net interest
income, while a positive gap within shorter maturities would result in an
increase in net interest income. Conversely, during a period of falling interest
rates, a negative gap within shorter maturities would result in an increase in
net interest income while a positive gap within shorter maturities would have
the opposite effect. This gap can be managed by repricing assets or liabilities,
by selling investments available for sale, by replacing an asset or liability at
maturity, or by adjusting the interest rate during the life of an asset or
liability. Matching the amounts of assets and liabilities maturing in the same
time interval helps to hedge the risk and minimize the impact on net interest
income in periods of rising or falling interest rates.


<PAGE>

The following table presents the Company's interest sensitivity position at
September 30, 2005. This one-day position, which continually is changing, is not
necessarily indicative of the Company's position at any other time.


<TABLE>

                                                   Interest Sensitivity Analysis

                                                                      September 30, 2005
                                        -----------------------------------------------------------------------------------------
                                            Within         91-365           1 to 5              Over
(In Thousands)                              90 Days         Days            Years              5 Years              Total
                                        --------------  ------------  -----------------  ------------------   -------------------
<S> <C>

Interest-Earning Assets:
       Loans (1)                        $      51,604   $    41,673   $         91,952   $           6,544    $          191,773
       Securities                               9,369         3,215             19,205               5,630                37,419
       Money market and other
           short term securities                3,125             -                  -                   -                 3,125
       Other earning assets                         -             -                  -               3,381                 3,381
                                        --------------  ------------  -----------------  ------------------   -------------------

       Total earning assets             $      64,098   $    44,888   $        111,157   $          15,555    $          235,698
                                        ==============  ============  =================  ==================   ===================
       Cumulative earning assets        $      64,098   $   108,986   $        220,143   $         235,698    $          235,698
                                        ==============  ============  =================  ==================   ===================


Interest-Bearing Liabilities:
       Money market savings             $      28,698   $         -   $              -   $               -    $           28,698
       Interest checking (2)                        -             -             28,789                   -                28,789
       Savings (2)                              1,402           762             21,180                   -                23,344
       Certificates of deposit                  9,718        25,351             47,895               1,179                84,143
       FHLB advances                           22,700             -              8,000                 567                31,267
                                        --------------  ------------  -----------------  ------------------   -------------------

       Total interest-bearing
        liabilities                     $      62,518   $    26,113   $        105,864   $           1,746    $          196,241
                                        ==============  ============  =================  ==================   ===================
       Cumulative interest-bearing
        liabilities                     $      62,518   $    88,631   $        194,495   $         196,241    $          196,241
                                        ==============  ============  =================  ==================   ===================

       Period gap                       $       1,580   $    18,775   $          5,293   $          13,809    $           39,457
       Cumulative gap                   $       1,580   $    20,355   $         25,648   $          39,457    $           39,457
       Ratio of cumulative interest-
        earning assets to interest-
        bearing liabilities                    102.53%       122.97%            113.19%             120.11%               120.11%
       Ratio of cumulative gap to total
           earning assets                        0.67%         8.64%             10.88%              16.74%                16.74%


(1) Includes nonaccrual loans of $1.19 million, which are included in the 91-365
days and 1 to 5 years categories.
(2) Management has determined that interest checking and savings accounts are
not sensitive to changes in related market rates and, therefore, they are
placed in the 1 to 5 years category.

</TABLE>



Noninterest Income

         Noninterest income was $672,600 during the three months ended September
30, 2005, as compared to $436,400 for the same period in 2004. Noninterest
income for September 2005 nine month period was $1.76 million, compared to $1.41
million for the same period in 2004. Noninterest income continued to benefit
from the Bank's new mortgage banking operation with fees of $45,200 and $123,100
during the 2005 three and nine months periods, respectively, while lower
insufficient funds fees caused a decline in deposit fees during the same periods
as compared to 2004. Gains on sales of securities positively impacted 2005
quarterly and nine month earnings by $10,100 and $170,300, respectively, while
earnings were not impacted by security sales during the September 2004 quarter
but benefited by $93,400 from such transactions for the September 2004 nine
month period. Additionally, the bank received $323,100 in net proceeds from the
sale of real estate that was secured by a previously filed deficiency judgment.
Prior to the sale, the Bank also obtained an ownership interest position in the
property. $172,300 of the net sale proceeds was restored to the allowance for
loan losses which represented the recovery of amounts previously written off,
while the remaining $150,800 represented a gain on the sale of the real estate
based on the Bank's ownership interest in the property and was included in
noninterest income for the September 2005 quarter.


<PAGE>


Provision for Loan Losses

Provision for loan losses was $86,200 and $246,400 for the three and nine month
periods ended September 30, 2005, respectively, compared to $104,700 and
$314,100 for the same periods of 2004. Asset quality remained good during the
quarter triggering a reduction in the provision. See Asset Quality for
additional discussion relating to the allowance for loan losses.

Noninterest Expense

Noninterest expenses were $1.72 million for the three months ended September 30,
2005, compared to $1.39 million during the same period of 2004, representing an
increase of 23.3%. Noninterest expenses for the nine months ended September 30,
2005 were $4.96 million, compared to $3.96 million during the same period of
2004, representing an increase of 25.0%. The increase resulted from the
depreciation and operating costs associated with the Company's new headquarters
facility opened during August 2004 that combined operations and corporate
offices and depreciation expense related to upgrading the Company's computer
systems. These expenditures were incurred to accommodate continued asset growth
within the Company. Increased employee compensation and benefits expense since
September 2004 also impacted noninterest expense, resulting from normal salary
adjustments and an increase in fulltime equivalent employees, including the
addition of a mortgage banking producer, an additional Shore Investments Inc.
investment advisor in our Virginia market, a Sarbanes-Oxley administrator and
other employees to accommodate the Company's growth. Professional fees
associated with meeting the requirements of Sarbanes-Oxley have also
significantly impacted noninterest expense.

Financial Condition

During the nine months ended September 30, 2005, the Company's assets increased
by $12.7 million from $237.7 million at December 31, 2004 to $250.4 million at
September 30, 2005. Growth in net loans of $13.0 million represented the
majority of this increase while other asset categories remained relatively flat
during the period. Favorable market conditions continued to benefit loan
volumes.

Deposits grew to $195.6 million from December 2004 to September 2005.
Interest-bearing demand, savings and time deposit account balances declined by a
total of $3.3 million, while noninterest-bearing deposits grew by $6.1 million.
The lack of substantial deposit growth created the need to fund the loan growth
with FHLB advances, which increased by $9.3 million during the period.

Stockholders' equity was $23.0 million at September 30, 2005, representing an
increase of $1.0 million since December 31, 2004. Comprehensive income benefited
from $1.94 million of net income during the nine month period, but the increase
in interest rates caused the value of the Company' investment portfolio to
decline by $578,500 (net of the tax effect). The Company also paid common stock
dividends of $393,100 ($0.19 per share) during the period.

During October 2005, the Company declared a $0.07 per share quarterly cash
dividend on its common stock payable on November 1, 2005 to shareholders of
record on October 24, 2005.


<PAGE>



Asset Quality

Loans are placed on nonaccrual status when, in the judgment of management, the
probability of interest collection is deemed to be insufficient to warrant
further accrual or the loan reaches 90 days delinquent whereby the loan no
longer accrues interest until it has remained current for six months.

Total nonperforming assets, which consist of nonaccrual loans and foreclosed
properties, adjusted for estimated losses upon sale and the related selling
expenses and holding costs, were $1.19 million at September 30, 2005, compared
to $950,000 at December 31, 2004. As to nonaccrual loans existing at September
30, 2005, approximately $16,000 of interest income would have been recognized
during the nine months then ended if interest thereon had accrued. The Company
has not identified any other loans deemed impaired under the guidelines
established by 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 Disclosures.

At September 30, 2005, all loans 60 days or more delinquent, including
nonperforming loans, totaled $1.4 million. In addition, other performing loans,
totaling $2.8 million, existed that were current, but had other potential
weaknesses that management considers to warrant additional monitoring. Loans in
this category, along with the delinquent loans, are subject to management
attention, and their status is reviewed on a regular basis.

The following table details information concerning nonaccrual and past due
loans, as well as foreclosed assets.

<TABLE>

                                                     Nonperforming Assets


                                                                                 September 30,               December 31,
(In Thousands)                                                                       2005                        2004
                                                                            ------------------------   -------------------------
<S> <C>


Nonaccrual loans:
       Commercial                                                              $                253      $                  374
       Real estate mortgage                                                                     791                         272
       Home equity lines of credit                                                                -                         120
       Consumer                                                                                 142                         184
                                                                                 -------------------       ---------------------

       Total nonaccrual loans                                                                 1,186                         950
Other real estate owned                                                                           -                           -
                                                                                 -------------------       ---------------------

       Total nonperforming assets                                              $              1,186      $                  950
                                                                                 ===================       =====================

Loans past due 90 or more days
       accruing interest                                                                          -                           -
Allowance for loan losses to
       nonaccrual loans                                                                     238.28%                     253.05%
Nonperforming assets to period end
       loans and other real estate owned                                                      0.63%                       0.53%


</TABLE>

<PAGE>




Set forth below is a table detailing the allowance for loan losses for the
periods indicated.


<TABLE>

                                                   Allowance for Loan Losses


                                                                                        Nine Months Ended September 30,
                                                                                 -----------------------------------------------
(In Thousands)                                                                          2005                       2004
                                                                                 -------------------       ---------------------
<S> <C>

Balance, beginning of period                                                   $              2,404      $                2,002
Loans charged off:
       Commercial                                                                                 -                         (11)
       Real estate mortgage                                                                       -                           -
       Consumer                                                                                 (14)                        (11)
                                                                                 -------------------       ---------------------

       Total loans charged-off                                                                  (14)                        (22)
                                                                                 -------------------       ---------------------

Recoveries:
       Commercial                                                                               173                           5
       Real estate mortgage                                                                       -                           -
       Consumer                                                                                  17                          12
                                                                                 -------------------       ---------------------

       Total recoveries                                                                         190                          17
                                                                                 -------------------       ---------------------

Net recoveries (charge-offs)                                                                    176                          (5)
Provision for loan losses                                                                       246                         314
                                                                                 -------------------       ---------------------

Balance, end of period                                                         $              2,826      $                2,311
                                                                                 ===================       =====================

Allowance for loan losses to loans
       outstanding at end of period                                                           1.47%                       1.36%

Allowance for loan losses to nonaccrual
       loans outstanding at end of period                                                   238.28%                     244.55%

Net charge-offs (recoveries) to average loans
       outstanding during period                                                            (0.095%)                      0.00%


</TABLE>


Liquidity and Capital Resources

Liquidity represents the Company's ability to meet present and future
obligations through the sale and maturity of existing assets or the acquisition
of additional funds through liability management. Liquid assets include cash,
interest-bearing deposits with banks, federal funds sold, available-for-sale
investments and investments and loans maturing within one year. In addition to
liquid assets, the Company maintains several lines of credit with other
institutions to support liquidity, the largest of which is with the Federal Home
Loan Bank of Atlanta. The Company's ability to obtain deposits and purchase
funds at favorable rates determines its liability liquidity.


<PAGE>


At September 30, 2005, the Company had outstanding loan, line of credit and
letter of credit commitments of $43.3 million. Scheduled maturities of
certificate of deposits during the twelve months following September 30, 2005
amounted to $35.0 million. Historically, the Company has been able to retain a
significant amount of its deposits as they mature. As a result of the Company's
management of liquid assets and the ability to generate liquidity through
liability funding, management believes that the Company maintains overall
liquidity that is sufficient to satisfy its depositors' requirements and meet
its customers' credit needs.

Total cash and cash equivalents increased $1.26 million for the nine months
ended September 30, 2005, compared to a increase of $711,600 million for the
nine months ended September 30, 2004. Net cash from operating activities was
$2.19 million for the nine months ended September 30, 2005, compared to $2.32
million during the same period of 2004. The changes reflect the earnings growth
experienced during the quarter, offset by the payment of outstanding amounts on
the Company's new headquarters building and other fluctuations in normal
operating activities.

Net cash used in investing activities was $12.74 million during the nine months
ended September 30, 2005, compared to net cash used in investing activities of
$30.82 million for the nine months ended September 30, 2004. Stronger loan
growth during the first nine months of 2004 than what occurred during 2005
constituted the majority of the difference, while purchases of premises and
equipment during 2004 related to the new operations facility also increased
investing activity during that period.

Net cash from financing activities was $11.80 million for the nine months ended
September 30, 2005, compared to net cash from financing activities of $29.22
million for the nine months ended September 30, 2004. While net repayments of
FHLB advances negatively impacted cash flows from financing activities during
2004, greater deposit growth during that period as compared to 2005 more than
offset the effects of these payoffs.

The Company is subject to various capital requirements administered by the
regulatory 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
Company's financial statements. Under capital adequacy guidelines and the
regulatory framework for prompt corrective action, the Company and its banking
subsidiary must meet specific capital guidelines that involve quantitative
measures of assets, liabilities, and certain off-balance-sheet items as
calculated under regulatory accounting practices. Additionally, certain
restrictions exist on dividends paid and loans or advances made by the Bank to
the Company. The total amount of dividends that may be paid at any date is
generally limited to the retained earnings for the Bank, and loans and advances
are limited to 10 percent of the Bank's capital and surplus on a secured basis.
The Bank paid $500,000 in dividends to the Company during the nine months ended
September 30, 2005. The Bank did not pay dividends to the Company during the
first nine months of 2004. At September 30, 2005, the Bank's retained earnings
available for the payment of dividends was $5.5 million. The capital amounts and
classification are also subject to qualitative judgments by the regulators about
components, risk weightings, and other factors.

Quantitative measures established by regulation to ensure capital adequacy
require the Company and its banking subsidiary to maintain minimum amounts and
ratios of total and Tier I capital (as defined in the regulations) to
risk-weighted assets (as defined), and of Tier I capital (as defined) to average
assets (as defined). At September 30, 2005, the Company meets all capital
adequacy requirements to which it is subject.


<PAGE>



The following table details the components of Tier 1 and Tier 2 capital and
related ratios at September 30, 2005 and December 31, 2004.

<TABLE>

                                          Analysis of Capital

                                                                   September 30,        December 31,
(In Thousands)                                                         2005                 2004
                                                                 ------------------  -------------------
<S> <C>

Tier 1 Capital:
       Common stock                                               $            684     $            681
       Additional paid-in capital                                            8,241                8,199
       Retained earnings                                                    14,046               12,494
       Accumulated other comprehensive income                                    6                  585
                                                                    ---------------      ---------------
             Total capital (GAAP)                                           22,977               21,959
       Less: Intangibles                                                      (495)                (526)
       Net unrealized gain on debt and equity securities                        (6)                (585)
                                                                    ---------------      ---------------
             Total Tier 1 capital                                           22,476               20,848


Tier 2 Capital:
       Allowable allowances for loan losses                                  2,147                2,007
       Net unrealized gains on equity securities                                91                  289
                                                                    ---------------      ---------------
             Total Tier 2 capital                                 $         24,714     $         23,144
                                                                    ===============      ===============

Risk-weighted assets                                              $        175,153     $        163,642

Capital Ratios:
       Tier 1 risk-based capital ratio                                      12.83%               12.74%
       Total risk-based capital ratio                                       14.11%               14.14%
       Tier 1 capital to average adjusted
             total assets                                                    9.20%                9.62%


</TABLE>





Item 3 - Quantitative and Qualitative Disclosures about Market Risk

The Company uses a third party provider to perform computer modeling
methodologies that assist in determining the overall magnitude of interest
sensitivity risk. Based on these methodologies, management formulates policies
governing asset generation and pricing, funding sources and pricing, and
off-balance-sheet commitments in order to reduce sensitivity risk. Management
considers the current interest rate environment, the state of the local and
national economy and other financial and business risk factors when making these
decisions.


<PAGE>



The modeling  methodologies  used measure interest rate sensitivity by analyzing
the  potential  impact  on net  interest  income  under  various  interest  rate
scenarios.  One such  scenario  would  assume a  hypothetical  200  basis  point
instantaneous  and  parallel  shift  in  the  yield  curve  in  interest  rates.
Accordingly,  management  modeled  the  impact of a 200 basis  point  decline in
interest rates and a 200 basis point increase in interest rates at September 30,
2005. In the model, a 200 basis point instantaneous and parallel decrease in the
yield curve in interest  rates  would cause net  interest  income to decrease by
$240,000,  while a 200 basis point  instantaneous  and parallel  increase in the
yield curve in interest  rates  would cause net  interest  income to increase by
$114,000.

The computer model uses a standard algebraic formula for calculating present
value. The calculation discounts the future cash flows of the Company's
portfolio of interest rate sensitive instruments to present value utilizing
techniques designed to approximate current market rates for securities, current
offering rates for loans, and the cost of alternative funding for the given
maturity of deposits and then assumes an instantaneous and parallel shift in
these rates. The difference between these numbers represents the resulting
hypothetical change in the fair value of interest rate sensitive instruments.

As with any modeling techniques, certain limitations and shortcomings are
inherent in the Company's methodology. Significant assumptions must be made in
the calculation including: (1) growth in volume or balance sheet mix; (2)
constant market interest rates reflecting the average rate from the last month
of the given quarter; and (3) pricing spreads to market rates derived from an
historical analysis, or from assumptions by instrument type. Additionally, the
computations do not contemplate certain actions management could undertake in
response to changes in interest rates.


Item 4 - Controls and Procedures

Under the supervision and with the participation of our management, including
our principal executive officer and principal financial officer, we have
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures as of the end of the quarter. Based on that evaluation,
our principal executive officer and principal financial officer have concluded
that these controls and procedures are effective. There were no significant
changes in our internal controls or in other factors that could significantly
affect these controls subsequent to the date of their evaluation.

Controls and other procedures are designed to ensure that information required
to be disclosed by us in the reports that we file or submit under the Exchange
Act is accumulated and communicated to our management, including our principal
executive officer and principal financial officer, as appropriate, to allow
timely decisions regarding required disclosure.


<PAGE>



                           PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

In the ordinary course of its operations, the Company is a party to various
legal proceedings. Based upon information currently available, management
believes that such legal proceedings, in the aggregate, will not have a material
adverse effect on the business, financial condition, or results of operations of
the Company.

Item 2 - Changes in Securities

None.

Item 3 - Defaults Upon Senior Securities

Not applicable.

Item 4 - Submission of Matters to a Vote of Stockholders

None.

Item 5 - Other Information

None.

Item 6 - Exhibits and Reports on Form 8-K

(a)      Certifications pursuant to subsections 302 and 906 of the
                Sarbanes-Oxley Act of 2002.
(b)      Form 8-K was filed during October 2005 relative to the Company's
                September 30, 2005 earnings release dated October 18, 2005.


<PAGE>



                                   SIGNATURES

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.


/s/ Scott C. Harvard                                         November 14, 2005
-------------------------------------------------------------
Scott C. Harvard
President and
Chief Executive Officer

/s/ Steven M. Belote                                         November 14, 2005
-------------------------------------------------------------
Steven M. Belote
Vice President and
Chief Financial Officer


<PAGE>



                                                                  Exhibit 31.1

                                 CERTIFICATIONS


I, Scott C. Harvard, certify that:

      1. I have reviewed this quarterly report on Form 10-Q of Shore Financial
Corporation;

      2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;


      3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;


      4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:


             (a) designed such disclosure controls and procedures, or caused
        such disclosure controls and procedures to be designed under our
        supervision, to ensure that material information relating to the
        registrant, including its consolidated subsidiaries, is made known to us
        by others within those entities, particularly during the period in which
        this report is being prepared;

             (b) evaluated the effectiveness of the registrant's disclosure
        controls and procedures and presented in this report our conclusions
        about the effectiveness of the disclosure controls and procedures, as of
        the end of the period covered by this report based on such evaluation;
        and

             (c) disclosed in this report any change in the registrant's
        internal control over financial reporting that occurred during the
        registrant's most recent fiscal quarter (the registrant's fourth fiscal
        quarter in the case of an annual report) that has materially affected,
        or is reasonably likely to materially affect, the registrant's internal
        control over financial reporting; and


      5. The registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
functions):


             (a) all significant deficiencies and material weaknesses in the
        design or operation of internal control over financial reporting which
        are reasonably likely to adversely affect the registrant's ability to
        record, process, summarize and report financial information; and

             (b) any fraud, whether or not material, that involves management or
        other employees who have a significant role in the registrant's internal
        control over financial reporting.


Date: November 14, 2005
                                          /s/ Scott C. Harvard
                                          -------------------------------------
                                          Scott C. Harvard
                                          President and Chief Executive Officer

<PAGE>



                                                                  Exhibit 31.2

                                 CERTIFICATIONS


I, Steven M. Belote, certify that:

      1. I have reviewed this quarterly report on Form 10-Q of Shore Financial
Corporation;

      2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;


      3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;


      4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:


             (a) designed such disclosure controls and procedures, or caused
        such disclosure controls and procedures to be designed under our
        supervision, to ensure that material information relating to the
        registrant, including its consolidated subsidiaries, is made known to us
        by others within those entities, particularly during the period in which
        this report is being prepared;

             (b) evaluated the effectiveness of the registrant's disclosure
        controls and procedures and presented in this report our conclusions
        about the effectiveness of the disclosure controls and procedures, as of
        the end of the period covered by this report based on such evaluation;
        and

             (c) disclosed in this report any change in the registrant's
        internal control over financial reporting that occurred during the
        registrant's most recent fiscal quarter (the registrant's fourth fiscal
        quarter in the case of an annual report) that has materially affected,
        or is reasonably likely to materially affect, the registrant's internal
        control over financial reporting; and


      5. The registrant's other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
functions):


             (a) all significant deficiencies and material weaknesses in the
        design or operation of internal control over financial reporting which
        are reasonably likely to adversely affect the registrant's ability to
        record, process, summarize and report financial information; and

             (b) any fraud, whether or not material, that involves management or
        other employees who have a significant role in the registrant's internal
        control over financial reporting.


Date: November 14, 2005
                                  /s/ Steven M. Belote
                                  ------------------------------------------
                                  Steven M. Belote
                                  Chief Financial Officer and Vice President

<PAGE>




                                                                  Exhibit 32.1



                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


         In connection with the Quarterly Report of Shore Financial Corporation
(the "Company") on Form 10-Q for the three months ended September 30, 2005 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Scott C. Harvard, Chief Executive Officer of the Company, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

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

         (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.


                                /s/ Scott C. Harvard
                                -------------------------------------
                                Scott C. Harvard
                                President and Chief Executive Officer

Date:  November 14, 2005





This certificate accompanies this Quarterly Report on Form 10-Q pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 and will not be deemed "filed" by
the Company for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended.


<PAGE>


                                                                  Exhibit 32.1



                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


         In connection with the Quarterly Report of Shore Financial Corporation
(the "Company") on Form 10-Q for the three months ended September 30, 2005 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Steven M. Belote, Chief Financial Officer of the Company, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

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

         (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.


                                /s/ Steven M. Belote
                                -----------------------
                                Steven M. Belote
                                Chief Financial Officer

Date:  November 14, 2005





This certificate accompanies this Quarterly Report on Form 10-Q pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 and will not be deemed "filed" by
the Company for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended.