##### Table of Contents

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Securities and Exchange Commission

Washington, D.C. 20549

FORM
10-KSB



|x | ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------

For the fiscal year ended December 31, 2005



| ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------

COMMISSION FILE NUMBER: 000-33221

NEWNAN COWETA BANCSHARES, INC.

(Name of Small Business Issuer in Its Charter)



|                         |  |                                     
|------------------------ |  | ------------------------------------
|Georgia                  |  | 58-2655471                          
|(State of Incorporation) |  | (I.R.S. Employer Identification No.)

145 MILLARD FARMER INDUSTRIAL BLVD.

NEWNAN, GEORGIA 30263

(Address of principal executive offices) (Zip Code)

(770) 683-6222

(Issuers telephone number)

Securities registered pursuant to Section 12(b) of the Act: None

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

Common Stock

(Title of Class)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or 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 ̈

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. ̈

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

Revenues for the Registrants fiscal year ended December 31, 2005 total $12,360,000.

The aggregate market value of the Registrants outstanding Common Stock held by non-affiliates of the Registrant on March 22, 2006 was approximately $15,685,839. There were 900,000 shares of Common Stock
outstanding as of March 22, 2006.

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

DOCUMENTS
INCORPORATED BY REFERENCE

Portions of the information required by Part III of this Annual Report are incorporated by reference from the
Registrants definitive Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Annual Report.



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##### Table of Contents

NEWNAN COWETA BANCSHARES, INC.

Annual Report on Form 10-KSB

For the Fiscal Year Ended
December 31, 2005

Table of Contents



|            |  |                                                                                                                 |  |           
|----------- |  | --------------------------------------------------------------------------------------------------------------- |  | ----------
|Item Number |  |                                                                                                                 |  | PageNumber
|            |  | Part I                                                                                                          |  |           
|            |  |                                                                                                                
|1.          |  | Description of Business                                                                                         |  | 3         
|            |  |                                                                                                                
|2.          |  | Description of Property                                                                                         |  | 12        
|            |  |                                                                                                                
|3.          |  | Legal Proceedings                                                                                               |  | 12        
|            |  |                                                                                                                
|4.          |  | Submission of Matters to a Vote of Security Holders                                                             |  | 12        
|            |  |                                                                                                                
|            |  | Part II                                                                                                         |  |           
|            |  |                                                                                                                
|5.          |  | Market for Common Equity and Related Stockholder Matters                                                        |  | 13        
|            |  |                                                                                                                
|6.          |  | Managements Discussion and Analysis or Plan of Operation                                                       |  | 15        
|            |  |                                                                                                                
|7.          |  | Financial Statements                                                                                            |  | 30        
|            |  |                                                                                                                
|8.          |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                            |  | 30        
|            |  |                                                                                                                
|8A.         |  | Controls and Procedures                                                                                         |  | 30        
|            |  |                                                                                                                
|8B.         |  | Other Information                                                                                               |  | 30        
|            |  |                                                                                                                
|            |  | Part III                                                                                                        |  |           
|            |  |                                                                                                                
|9.          |  | Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act |  | 31        
|            |  |                                                                                                                
|10.         |  | Executive Compensation                                                                                          |  | 31        
|            |  |                                                                                                                
|11.         |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters                  |  | 31        
|            |  |                                                                                                                
|12.         |  | Certain Relationships and Related Transactions                                                                  |  | 31        
|            |  |                                                                                                                
|13.         |  | Exhibits                                                                                                        |  | 31        
|            |  |                                                                                                                
|14.         |  | Principal Accountant Fees and Services                                                                          |  | 32        
|            |  |                                                                                                                
|            |  | Signatures                                                                                                      |  | 33        



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##### Table of Contents

PART I



|ITEM 1. | DESCRIPTION OF BUSINESS
|------- | -----------------------

Overview

The Company

Newnan Coweta Bancshares, Inc.
(the Company) was incorporated under the laws of the State of Georgia and is a bank holding company registered under the Bank Holding Company Act of 1956, as amended. Its wholly-owned subsidiary, Neighborhood Community Bank, a Georgia
banking corporation (the Bank), was incorporated on December 21, 1999 and commenced business on April 20, 2000. The Bank reorganized into a holding company structure effective October 1, 2001.

The primary activity of the Company currently is, and is expected to remain for the foreseeable future, the ownership and operation of the Bank. As a
bank holding company, the Company is intended to facilitate the Banks ability to serve its customers requirements for financial services. The holding company structure also provides flexibility for expansion through the possible
acquisition of other financial institutions and the provision of additional banking-related services, as well as certain nonbanking services, which a traditional commercial bank may not provide under present laws. The holding company structure also
affords additional flexibility in terms of capital formation and financing opportunities.

While the Company may seek in the future to
acquire additional banks or bank holding companies or to engage in other activities appropriate for bank holding companies under appropriate circumstances as permitted by law, the Company currently has no plans, understandings or agreements
concerning any other activities other than as described below. The results of operations and financial condition of the Company for the foreseeable future, therefore, will be determined primarily by the results of operations and financial condition
of the Bank.

The Bank

The
Banks business consists primarily of attracting deposits from the general public and, with these and other funds, originating real estate loans, consumer loans, business loans, and residential and commercial construction loans. Funds not
invested in the loan portfolio are invested by the Bank primarily in obligations of the U.S. Government, various states and their political subdivisions. In addition to deposits, sources of funds for the Banks loans and other investments
include amortization and prepayment of loans, sales of loans or participations in loans, and sales of its investment securities. The principal sources of income for the Bank are interest and fees collected on loans, fees collected on deposit
accounts and interest and dividends collected on other investments. The principal expenses of the Bank are interest paid on deposits, employee compensation and benefits, office expenses and other overhead expenses.

Employees

As of February 1, 2006 the
Company and the Bank had 39 full-time equivalent employees, of whom 38 are full-time and 1 part-time. The employees are not represented by a collective bargaining unit. The Company and the Bank believe their relationships with their employees to be
good.

Customers

It is the
opinion of management that there is no single customer or affiliated group of customers whose deposits, if withdrawn, would have a material adverse effect on the business of the Company.



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Competition

All phases of the Companys banking activities are highly competitive. The Company competes actively with nine commercial banks, as well as finance companies, credit unions, and other financial institutions
located in its service area, which includes Coweta County, Georgia and its surrounding areas.

Four major regional banks, with a total of
nine branches, represent approximately 70% of the deposits in the Coweta County market. These financial institutions have greater resources and lending limits than the Bank. There are several credit unions located in Coweta County. Since credit
unions are not subject to income taxes in the way commercial banks are taxed, credit unions have an advantage in offering competitive rates to potential customers. The Bank also faces competition in certain areas of its business from mortgage
banking companies, consumer finance companies, insurance companies, money market mutual funds and securities brokerage firms, some of which are not subject to the same degree of regulation as the Bank.

The Bank competes for deposits principally by offering depositors a variety of deposit programs with competitive interest rates, quality service and
convenient locations and hours. The Bank focuses its resources to seek out and attract small business relationships and take advantage of the Banks ability to provide flexible service that meets the needs of this customer class. Management
feels this market niche is the most promising business area for the future growth of the Bank.

Supervision and Regulation

General

The Company is subject to state and
federal banking laws and regulations that impose specific requirements or restrictions and provide for general regulatory oversight over virtually all aspects of our operations. These laws and regulations generally are intended to protect
depositors, not shareholders. This discussion is only a summary of various statutory and regulatory provisions. This summary is qualified by reference to the particular statutory and regulatory provisions. Any change in applicable laws or
regulations may have a material effect on our business and prospects.

Beginning with the enactment of the Financial Institutions Reform,
Recovery and Enforcement Act of 1989, numerous additional regulatory requirements have been placed on the banking industry during the past ten years. On November 12, 1999, the President signed into law a financial services modernization act
which effectively repealed the anti-affiliation provisions of the 1933 Glass-Steagall Act and the 1956 Bank Holding Company Act. Legislative changes and the policies of various regulatory authorities may affect our operations. We are unable to
predict the nature or the extent of the effect on our business and earnings that fiscal or monetary policies, economic control or new federal or state legislation may have in the future.

The Company

The Company is a bank holding company registered with the Board of Governors of
the Federal Reserve System and the Georgia Department of Banking and Finance under the Bank Holding Company Act of 1956, as amended, and the Georgia Bank Holding Company Act. We are subject to the supervision, examination and reporting requirements
of the Bank Holding Company Act and the regulations of the Federal Reserve, and the Georgia Bank Holding Company Act and the regulations of the Georgia Department of Banking and Finance.

The Bank Holding Company Act requires every bank holding company to obtain the prior approval of the Federal Reserve before:



| |  |  | it may acquire direct or indirect ownership or control of any voting shares of any bank if, after such acquisition, the bank holding company will directly or indirectly own or
control more than 5% of the voting shares of the bank;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | it or any of its subsidiaries, other than a bank, may acquire all or substantially all of the assets of any bank; or
| | - |  | --------------------------------------------------------------------------------------------------------------------



| |  |  | it may merge or consolidate with any other bank holding company.
| | - |  | ----------------------------------------------------------------



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The Bank Holding Company Act further provides that the Federal Reserve may not approve any transaction
that would result in a monopoly or would be in furtherance of any combination or conspiracy to monopolize or attempt to monopolize the business of banking in any part of the United States. In addition, the Federal Reserve will not approve a
transaction the effect of which may be substantially to lessen competition or to tend to create a monopoly, or that in any other manner would be in restraint of trade. However, such transactions may be approved in the event the anti-competitive
effects of the proposed transaction are clearly outweighed by the public interest in meeting the convenience and needs of the communities to be served. The Federal Reserve is also required to consider the financial and managerial resources and
future prospects of the bank holding companies and banks involved and the convenience and needs of the communities to be served. Consideration of financial resources generally focuses on capital adequacy, and consideration of convenience and needs
issues generally focuses on the parties performance under the Community Reinvestment Act of 1977.

The Riegle-Neal Interstate Banking
and Branching Efficiency Act of 1994 facilitate interstate branching and permit the establishment of agency relationships across state lines. The Interstate Banking Act also permits bank holding companies to acquire banks in any state without regard
to whether the transaction is prohibited under the laws of such state, subject to certain state provisions, including minimum age requirements of banks that are the target of the acquisition. The minimum age of local banks subject to interstate
acquisition is five years.

In response to the Interstate Banking Act, the Georgia General Assembly adopted the Georgia Interstate Banking
Act, which provides that:



| |  |  | interstate acquisitions by institutions located in Georgia will be permitted in states which also allow interstate acquisitions; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | interstate acquisitions of institutions located in Georgia will be permitted by institutions located in states which allow interstate acquisitions.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------

Additionally, in 1996, the Georgia General Assembly adopted the Georgia Interstate Branching Act, which permits Georgia-based banks and bank holding
companies owning banks outside of Georgia and all non-Georgia banks and bank holding companies owning banks in Georgia the right to merge any bank into an interstate branch network. The Georgia Interstate Branching Act also allows banks to establish
de novo branches on an unlimited basis throughout Georgia, subject to the prior approval of the Georgia Department of Banking and Finance.

Except as amended by the Gramm-Leach-Bliley Act of 1999 discussed below, the Bank Holding Company Act generally prohibits a bank holding company from engaging in activities other than banking or managing or controlling banks or other
permissible subsidiaries. Bank holding companies are also generally prohibited 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 so
closely related to banking or managing or controlling banks as to be a proper incident thereto. Activities determined by the Federal Reserve to fall within this category include acquiring or servicing loans, leasing personal property, conducting
discount securities brokerage activities, performing certain data processing services, acting as agent or broker in selling certain types of credit insurance, and performing certain insurance underwriting activities. The BHC Act does not place
territorial limitations on permissible nonbanking activities of bank holding companies. The Federal Reserve has the power to order a bank holding company or its subsidiaries to terminate any nonbanking activity when it has reasonable cause to
believe that continuation of such activity constitutes a serious risk to the safety and soundness of any bank subsidiary of that bank holding company.

The Bank

The Bank is incorporated under the laws of the State of Georgia and is subject to examination by the
Georgia Department of Banking and Finance. The Georgia Department regulates all areas of the Banks commercial banking operations, including, without limitation, loans, deposits, reserves, mergers, reorganizations, issuance of securities,
payment of dividends, and the establishment of branches.

On July 25, 2001 the Bank became a member of the Federal Reserve System.
Consequently, most aspects of the Banks operations are regulated and examined by both the Georgia Department of Banking and Finance and the Federal Reserve, including reserves, loans, investments, borrowings, deposits, mergers, issuance of
securities, payments of dividends, establishment of branches, consolidation or corporate reorganization and maintenance of books and records.



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Gramm-Leach-Bliley Act of 1999

On November 12, 1999, President Clinton signed into law the Gramm-Leach-Bliley Act of 1999, which breaks down many of the barriers to affiliations
among banks and securities firms, insurance companies, and other financial service providers. This new law provides financial organizations with the flexibility to structure new affiliations through a holding company structure or a financial
subsidiary. As a result, the number and type of entities competing with us in our markets could increase.

The Gramm-Leach-Bliley Act also
covers various topics such as insurance, unitary thrifts, privacy protection provisions for customers of financial institutions, the Federal Home Loan Bank systems modernization, automatic teller machine reform, the Community Reinvestment Act
and certain changes related to the securities industry.

The legislation amends the Bank Holding Company Act to clarify that a bank holding
company may hold shares of any company that the Federal Reserve has determined to be engaged in activities that were sufficiently closely related to banking. This act also amends the Bank Holding Company Act to establish a new type of bank holding
companythe financial holding company. Financial holding companies have the authority to engage in financial activities in which other bank holding companies may not engage. Financial holding companies may also affiliate with
companies that are engaged in financial activities. These financial activities include activities that are:



| |  |  | financial in nature;
| | - |  | --------------------



| |  |  | incidental to an activity that is financial in nature; or
| | - |  | ---------------------------------------------------------



| |  |  | complimentary to a financial activity and does not pose a substantial risk to the safety and soundness of depository institutions or the financial system in general.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Federal Reserve and the Secretary of the Treasury may determine which activities meet these standards. However, the
Gramm-Leach-Bliley Act explicitly lists certain activities as being financial in nature. For example, some of these activities are:



| |  |  | lending, exchanging, transferring or investing for others;
| | - |  | ----------------------------------------------------------



| |  |  | safeguarding money or securities;
| | - |  | ---------------------------------



| |  |  | insuring, guaranteeing, or indemnifying against loss, harm, damage, illness, disability or death, or providing and issuing annuities, and acting as principal, agent, or broker for
these purposes in any state;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | providing financial, investment or economic advice;
| | - |  | ---------------------------------------------------



| |  |  | issuing or selling interests in pools of assets that a bank could hold directly;
| | - |  | --------------------------------------------------------------------------------



| |  |  | underwriting, dealing in or making markets in securities; and
| | - |  | -------------------------------------------------------------



| |  |  | engaging within the United States in any activity that a bank holding company could engage in outside of the United States, if the Federal Reserve has found that the activity was
usual in connection with banking or other financial operations internationally.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Payment of Dividends

The Company is a legal entity separate and distinct from our banking subsidiary. Our principal source of cash flow, including cash flow to pay dividends
to our shareholders, is dividends from the Bank. There are statutory and regulatory limitations on the payment of dividends by the Bank, as well as by us to our shareholders.

If, in the opinion of the federal banking regulators, a depository institution under its jurisdiction is engaged in or is about to engage in an unsafe or
unsound practice (which, depending on the financial condition of the depository institution, could include the payment of dividends), such authority may require, after notice and hearing, that such institution cease and desist from such practice.
The federal banking agencies have indicated that paying dividends that deplete a depository institutions capital base to an inadequate level would be an unsafe and unsound banking practice. Under the Federal Deposit Insurance Corporation
Improvement Act of 1991 (FDICIA), a depository institution may not pay any dividend if payment would cause it to become undercapitalized or if it already is undercapitalized. See Prompt Corrective Action herein. Moreover, the
federal agencies have issued policy statements that provide that bank holding companies and insured banks should generally only pay dividends out of current operating earnings.



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In addition, the Georgia Financial Institutions Code and the regulations of the Georgia Department of
Banking and Finance provide:



| |  |  | that dividends of cash or property may be paid only out of the retained earnings of the Bank;
| | - |  | ---------------------------------------------------------------------------------------------



| |  |  | that dividends may not be paid if the Banks paid-in capital and retained earnings which are set aside for dividend payment and other distributions do not, in combination,
equal at least 20% of the Banks capital stock; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | that dividends may not be paid without prior approval of the Georgia Department of Banking and Finance if:
| | - |  | ----------------------------------------------------------------------------------------------------------



| |  |  | the Banks total classified assets exceed 80% of its equity capital;
| | - |  | --------------------------------------------------------------------



| |  |  | the aggregate amount of dividends to be declared exceeds 50% of the Banks net profits after taxes but before dividends for the previous calendar year; or the ratio of equity
capital to total adjusted assets is less than 6%.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Applying these dividend restrictions, and without prior approval of the
Georgia Department of Banking and Finance, as of December 31, 2005, the Bank could pay approximately $658,000 in dividends to us. Our ability to pay dividends may also be affected or limited by other factors, such as the requirement to maintain
adequate capital above regulatory guidelines.



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Capital adequacy

We are required to comply with the capital adequacy standards established by the Federal Reserve. There are two basic measures of capital adequacy for bank holding companies that have been promulgated by the Federal
Reserve: a risk-based measure and a leverage measure. All applicable capital standards must be satisfied for a bank holding company to be considered in compliance.

The risk-based capital standards are designed to make regulatory capital requirements more sensitive to differences in risk profiles among banks and bank holding companies, to account for off-balance sheet exposure,
and to minimize disincentives for holding liquid, low-risk assets. Assets and off-balance sheet items are assigned to broad risk categories, each with appropriate weights. The resulting capital ratios represent capital as a percentage of total
risk-weighted assets and off-balance sheet items.

The minimum guideline for the ratio of total capital to risk-weighted assets is 8.0%. At
least half of total capital must be comprised of Tier 1 Capital, which is common stock, undivided profits, minority interests in the equity accounts of consolidated subsidiaries and noncumulative perpetual preferred stock, less goodwill and certain
other intangible assets. The remainder may consist of Tier 2 Capital, which is subordinated debt, other preferred stock and a limited amount of loan loss reserves. As of December 31, 2005, the Companys total risk-based capital ratio and
its Tier 1 risk-based capital ratio were 11.11% and 9.86%, respectively.

In addition, the Federal Reserve has established minimum
leverage ratio guidelines for bank holding companies. These guidelines provide for a minimum ratio of Tier 1 Capital to average assets, less goodwill and certain other intangible assets, of 3.0% for bank holding companies that meet
specified criteria. All other bank holding companies generally are required to maintain a leverage ratio of at least 3%, plus an additional cushion of 100 to 200 basis points. The Companys leverage ratio as of December 31, 2005 was 8.90%.
The guidelines also provide that bank holding companies experiencing internal growth or making acquisitions will be expected to maintain strong capital positions substantially above the minimum supervisory levels without significant reliance on
intangible assets. Furthermore, the Federal Reserve has indicated that it will consider a tangible Tier 1 Capital leverage ratio and other indicators of capital strength in evaluating proposals for expansion or new activities. The
Federal Reserve has not advised the Company of any specific minimum leverage ratio or tangible Tier 1 leverage ratio applicable to it.

The
Bank also is subject to risk-based and leverage capital requirements adopted by the Federal Deposit Insurance Corporation (FDIC), which are substantially similar to those adopted by the Federal Reserve for bank holding companies. The
Bank was in compliance with applicable minimum capital requirements as of December 31, 2005. We have not been advised by any federal banking agency of any specific capital ratio requirement applicable to the Bank.

Failure to meet capital guidelines could subject a bank to a variety of enforcement remedies, including issuance of a capital directive, the termination
of deposit insurance by the FDIC, a prohibition on the taking of brokered deposits, and certain other restrictions on its business. As described below, substantial additional restrictions can be imposed upon FDIC-insured depository institutions that
fail to meet applicable capital requirements. See Prompt Corrective Action herein.

The federal bank regulators continue to
indicate their desire to raise capital requirements applicable to banking organizations beyond their current levels. In this regard, the Federal Reserve and the Federal Deposit Insurance Corporation have recently adopted regulations requiring
regulators to consider interest rate risk in the evaluation of a banks capital adequacy. The bank regulatory agencies have recently established a methodology for evaluating interest rate risk which sets forth guidelines for banks with
excessive interest rate risk exposure to hold additional amounts of capital against such exposures.

In addition to the capital standards
imposed by federal banking regulators, the Georgia Department of Banking and Finance imposed a requirement for the Bank to maintain a leverage ratio of not less than 8.0% during the first three years of the Banks operation. Following the
expiration of this initial period, the Bank became subject to a 6.0% primary capital ratio. Such standard is calculated as the ratio of total equity to total assets, each as adjusted for unrealized gains and losses on securities and allowance for
loan losses.

Support of Subsidiary Institution

Under Federal Reserve policy, the Company is expected to act as a source of financial strength for, and to commit resources to support, the Bank. This support may be required at times when, absent such Federal Reserve
policy, we may not be inclined to provide such support. In addition, any capital loans by a bank holding company to its banking subsidiary are subordinate in right of payment to deposits and to certain other indebtedness of such bank. In the event
of a bank holding companys bankruptcy, any commitment by a bank holding company to a federal bank regulatory agency to maintain the capital of a banking subsidiary will be assumed by the bankruptcy trustee and entitled to a priority of
payment.



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Prompt Corrective Action

The Federal Deposit Insurance Corporation Improvement Act of 1991 was enacted in large measure to improve the supervision and examination of insured depository institutions in an effort to reduce the number of bank
failures and the resulting demands on the deposit insurance system. This law establishes a system of prompt corrective action to resolve the problems of undercapitalized institutions. Under this system, the federal banking regulators have
established five capital categories (well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized) and are required to take certain mandatory supervisory actions, and are authorized to
take other discretionary actions, with respect to institutions in the three undercapitalized categories. The severity of such actions depends upon the capital category in which the institution is placed. Generally, subject to a narrow exception, the
banking regulator is required to appoint a receiver or conservator for an institution that is critically undercapitalized. The federal banking agencies have specified by regulation the relevant capital level for each category.

Under the regulations, an FDIC-insured bank will be:



| |  |  | well capitalized if it has a total risk-based capital ratio of 10.0% or greater, a tier 1 risk-based capital ratio of 6.0% or greater and a leverage ratio of 5.0% or
greater and is not subject to any order or written directive by the appropriate regulatory authority to meet and maintain a specific capital level for any capital measure;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | adequately capitalized if it has a total risk-based capital ratio of 8.0% or greater, a tier 1 risk-based capital ratio of 4.0% or greater and a leverage ratio of 4.0%
or greater (3.0% in certain circumstances) and is not well capitalized;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | undercapitalized if it has a total risk-based capital ratio of less than 8.0%, a tier 1 risk-based capital ratio of less than 4.0% or a leverage ratio of less than 4.0%
(3.0% in certain circumstances);
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | significantly undercapitalized if it has a total risk-based capital ratio of less than 6.0%, a tier 1 risk-based capital ratio of less than 3.0% or a leverage ratio of
less than 3.0%; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | critically undercapitalized if its tangible equity is equal to or less than 2.0% of average quarterly tangible assets.
| | - |  | ------------------------------------------------------------------------------------------------------------------------

A depository institution may be deemed to be in a capitalization category that is lower than is indicated by its actual capital position if it receives
an unsatisfactory examination rating in any one of four categories. As a depository institution moves downward through the capitalization categories, the degree of regulatory scrutiny will increase and the permitted activities of the institution
will decrease.

An FDIC-insured bank is generally prohibited from making any capital distribution, including dividend payments, or paying
any management fee to its holding company if the bank would thereafter be undercapitalized. Undercapitalized banks are subject to growth limitations and are required to submit a capital restoration plan. The federal
regulators may not accept a capital plan without determining, among other things, that the plan is based on realistic assumptions and is likely to succeed in restoring the banks capital. In addition, for a capital restoration plan to be
acceptable, the banks parent holding company must guarantee that the institution will comply with such capital restoration plan. The aggregate liability of the parent company is limited to the lesser of an amount equal to 5.0% of the
banks total assets at the time it became undercapitalized and the amount necessary to bring the institution into compliance with all applicable capital standards. If a bank fails to submit an acceptable plan, it is treated as if it
is significantly undercapitalized. Significantly undercapitalized institutions may be subject to a number of requirements and restrictions, including orders to sell sufficient voting stock to become adequately
capitalized, requirements to reduce total assets, and cessation of receipt of deposits from correspondent banks. Critically undercapitalized institutions are subject to the appointment of a receiver or conservator. A bank that is
not well capitalized is subject to certain limitations relating to so-called brokered deposits.

As of
December 31, 2005, the Bank had the requisite capital levels to qualify as well capitalized.

On December 8, 2005,
the Company completed a $3.0 million private placement of floating rate trust preferred securities through its wholly owned Delaware business trust subsidiary.

The Trust Preferred Securities bear an interest rate of 6.395% for the first 5 years and a rate of 3-month LIBOR plus 1.50% thereafter, payable quarterly. The Company intends to use the proceeds of the offering for
the subsidiary, Neighborhood Community Bank, to increase the Banks capital levels to accommodate future growth and remain well-capitalized.

Cohen Brothers and Company acted as placement agents in the offering.



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FDIC Insurance Assessments

The Federal Deposit Insurance Corporation has adopted a risk-based assessment system for insured depository institutions that takes into account the risks attributable to different categories and concentrations of
assets and liabilities. The risk-based assessment system assigns an institution to one of three capital categories: well capitalized, adequately capitalized and undercapitalized. These three categories are substantially similar to the prompt
corrective action categories described above, with the undercapitalized category including institutions that are undercapitalized, significantly undercapitalized and critically undercapitalized for prompt corrective action purposes. The
FDIC also assigns an institution to one of three supervisory subgroups within each capital group. The supervisory subgroup to which an institution is assigned is based on an evaluation provided to the FDIC by the institutions primary federal
regulator and information which the FDIC determines to be relevant to the risk posed to the deposit insurance funds. An institutions insurance assessment rate is then determined based on the capital category and supervisory category to which
it is assigned. The combination of capital groups and supervisory subgroups results in nine assessment risk classifications to which different assessment rates are applied.

The FDIC may terminate the insurance of the deposits of the Bank upon finding that the Bank has engaged in unsafe and unsound practices, is in an unsafe
or unsound condition to continue operations or has violated any applicable law, regulation, order or condition the FDIC has imposed.

Federal Deposit
Insurance Reform Act

Congress passed the Federal Deposit Insurance Reform Act at the beginning of February 2006. Among other things,
this new law will merge BIF and SAIF during 2006. Deposits will remain insured up to a maximum of $100,000 but will be adjusted every five years based on inflation. Retirement accounts will be insured up to $250,000, and a bank that is less than
adequately capitalized will not be able to accept employee benefit deposits. This law also changes the way FDIC insurance assessments and credits are calculated and it also authorizes the FDIC to revise its risk-based deposit insurance assessment
program.

Safety and Soundness Standards

The federal bank regulatory agencies have adopted a set of guidelines prescribing safety and soundness standards. The guidelines establish general standards relating to internal controls and information systems, internal audit systems, loan
documentation, credit underwriting, interest rate exposure, asset growth, asset quality, earnings and compensation, fees and benefits. In general, the guidelines require, among other things, appropriate systems and practices to identify and manage
the risks and exposures specified in the guidelines. The guidelines prohibit excessive compensation as an unsafe and unsound practice and describe compensation as excessive when the amounts paid are unreasonable or disproportionate to the services
performed by an executive officer, employee, director, or principal shareholder. In addition, the agencies adopted regulations that authorize, but do not require, an agency to order an institution that has been given notice by an agency that it is
not satisfying any of such safety and soundness standards to submit a compliance plan. If an institution fails to submit or implement such a plan, the agency must issue an order directing action to correct the deficiency and may require other
actions of the types to which an undercapitalized institution is subject under the prompt corrective action provisions described above. If an institution fails to comply with such an order, the agency may seek to enforce such order in
judicial proceedings and to impose civil money penalties.

Community Reinvestment Act

The Community Reinvestment Act requires federal bank regulatory agencies to encourage financial institutions to meet the credit needs of low- and
moderate-income borrowers in their local communities. An institutions size and business strategy determines the type of examination that it will receive. Large, retail-oriented institutions will be examined using a performance-based lending,
investment and service test. Small institutions will be examined using a streamlined approach. All institutions may opt to be evaluated under a strategic plan formulated with community input and pre-approved by the bank regulatory agency.

Community Reinvestment Act regulations provide for certain disclosure obligations. Each institution must post a notice advising the public
of its right to comment to the institution and its regulator on the institutions Community Reinvestment Act performance and to review the institutions Community Reinvestment Act public file. Each lending institution must maintain for
public inspection a public file that includes a listing of branch locations and services, a summary of lending activity, a map of its communities and any written comments from the public on its performance in meeting community credit needs. The
Community Reinvestment Act requires public disclosure of a financial institutions written Community Reinvestment Act evaluations. This promotes enforcement of Community Reinvestment Act requirements by providing the public with the status of a
particular institutions community reinvestment record.

The recently enacted Gramm-Leach-Bliley Act makes various changes to the CRA.
Among other changes, CRA agreements with private parties must be disclosed and annual CRA reports must be made to a banks primary federal regulator.



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A bank holding company will not be permitted to become a financial holding company and no new activities authorized under this Act may be commenced by a
holding company if any of its bank subsidiaries received less than a satisfactory CRA rating in its latest CRA examination.

Recent
Significant Changes in Banking Laws and Regulations

International Money Laundering Abatement and Anti-Terrorist Financing Act of
2001. On October 26, 2001, the USA PATRIOT Act was enacted. It includes the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001 and strong measures to prevent, detect and prosecute terrorism and international
money laundering. As required by the IMLAFA, the federal banking agencies, in cooperation with the U.S. Treasury Department, established rules that generally apply to insured depository institutions and U.S. branches and agencies of foreign banks.

Among other things, the new rules require that financial institutions implement reasonable procedures to (1) verify the identity of
any person opening an account; (2) maintain records of the information used to verify the persons identity; and (3) determine whether the person appears on any list of known or suspected terrorists or terrorist organizations. The
rules also prohibit banks from establishing correspondent accounts with foreign shell banks with no physical presence and encourage cooperation among financial institutions, their regulators and law enforcement to share information regarding
individuals, entities and organizations engaged in terrorist acts or money laundering activities. The rules also limit a financial institutions liability for submitting a report of suspicious activity and for voluntarily disclosing a possible
violation of law to law enforcement.

Sarbanes-Oxley Act of 2002. On July 30, 2002, the Sarbanes-Oxley Act of 2002 was enacted
to address corporate and accounting fraud. The act established a new accounting oversight board that enforces auditing standards and restricts the scope of services that accounting firms may provide to their public company audit clients. Among other
things, it also (i) requires chief executive officers and chief financial officers to certify to the accuracy of periodic reports filed with the Securities and Exchange Commission (the SEC); (ii) imposes new disclosure
requirements regarding internal controls, off-balance-sheet transactions, and pro forma (non-GAAP) disclosures; (iii) accelerates the time frame for reporting of insider transactions and periodic disclosures by certain public companies; and
(iv) requires companies to disclose whether or not they have adopted a code of ethics for senior financial officers and whether the audit committee includes at least one audit committee financial expert.

The Sarbanes-Oxley Act requires the SEC, based on certain enumerated factors, to regularly and systematically review corporate filings. To deter
wrongdoing, the act (i) subjects bonuses issued to top executives to disgorgement if a restatement of a companys financial statements was due to corporate misconduct; (ii) prohibits an officer or director from misleading or coercing
an auditor; (iii) prohibits insider trades during pension fund blackout periods; (iv) imposes new criminal penalties for fraud and other wrongful acts; and (v) extends the period during which certain securities fraud
lawsuits can be brought against a company or its officers.

Commercial Real Estate Lending and Concentrations

On January 10, 2006, the federal bank regulatory agencies released proposed guidance on Concentration in Commercial Real Estate Lending
(the Guidance). This proposal defines commercial real estate (CRE) loans as exposures secured by raw land, land development and construction (including 1-4 family residential construction), multi-family property, and non-farm
nonresidential property where the primary or a significant source of repayment is derived from rental income associated with the property (that is, loans for which 50% or more of the source of repayment comes from third party, non-affiliated, rental
income) or the proceeds of the sale, refinancing, or permanent financing of the property. Loans to REITs and unsecured loans to developers that closely correlate to the inherent risks in CRE markets would also be considered CRE loans under the
Guidance. Loans on owner occupied CRE are generally excluded from the Guidance.

The Guidance is triggered where either:



| |  |  | Total reported loans for construction, land development, and other land represent 100% or more of the banks total capital; or
| | - |  | ------------------------------------------------------------------------------------------------------------------------------



| |  |  | Total reported loans secured by multifamily and nonfarm nonresidential properties and loans for construction, land development, and other land represent 300% or more of the
banks total capital.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The requirements of the Guidance may also be triggered where the bank has had a sharp increase in
CRE lending or has significant concentrations of CRE secured by a particular property type. Banks that are subject to the Guidances triggers will need to implement enhanced strategic planning, CRE underwriting policies, risk management and
internal controls, portfolio stress testing, risk exposure limits, and other policies, including management compensation and incentives, to address the CRE risks. Higher allowances for loan losses and capital levels may also be appropriate.

The Company believes that the Guidance will be applicable to it because of the nature of the banks commercial real estate lending.
For a summary of the Companys loan concentrations, see Note 3, Loans, to consolidated



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financial statements attached hereto. The Company plans to fully comply with all requirements of the Guidance when implemented.



|ITEM 2. | DESCRIPTION OF PROPERTY
|------- | -----------------------

As of
December 31, 2005, the principal offices of the Company and the Bank were located at 145 Millard Farmer Industrial Blvd., Newnan, Georgia 30263. This property is owned by the Bank. Property for the Downtown Branch located at 60 Salbide Avenue,
Newnan, Georgia 30263 is leased by the Bank with a purchase option while the Bank owns improvements. The branch facility located at 300 Finance Avenue, Peachtree City, Georgia 30269 and offices located at 37 J Calumet Parkway, Newnan, Georgia 30263
which house the mortgage origination and accounting department are owned by the Bank. An additional parcel of land located directly behind the Companys principal office is owned by the Bank. Offices occupied by our Loan Production office at
829 Fairways Court, Stockbridge, Georgia and the Mortgage Origination office at 1398 Dunlawton Avenue, Suite 1-A, Port Orange, Florida are leased.



|ITEM 3. | LEGAL PROCEEDINGS
|------- | -----------------

The Bank may,
periodically, be involved as a plaintiff or defendant in various legal actions in the ordinary course of its business. Management believes that such claims against the Bank are without merit or that the ultimate liability, if any, resulting from
them will not materially affect the Banks financial condition. At December 31, 2005, management was not aware of any legal actions against the Bank.



|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------- | ---------------------------------------------------

No matters were submitted to a vote of shareholders of the Company during the fourth quarter of the Companys fiscal year ended December 31, 2005.



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PART II



|ITEM 5. | MARKET FOR THE COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
|------- | ------------------------------------------------------------

Market Information

The Companys stock trades on the pink sheets under the symbol NWCB. Subsequent to the
initial offering, shares have been traded infrequently; therefore, information available as to prices at which common stock has traded is limited. Management has reviewed the limited information available as to the ranges at which the Companys
common stock has been sold. The data contained in the table below was compiled from public information available on Bloomberg. The following table sets forth the price range for sales of common stock for each quarter of the last two years. The
following data regarding the Companys common stock is provided for information purposes only and should not be viewed as indicative of the actual or market value of the common stock.



|               |  |                                 |       |     |   |      
|-------------- |  | ------------------------------- | ----- | --- | - | -----
|               |  | Estimated Price Range Per Share
|2005:          |  | High                            |       | Low
|First Quarter  |  | $                               | 15.00 |     | $ | 15.00
|Second Quarter |  | $                               | 23.00 |     | $ | 15.00
|Third Quarter  |  | $                               | 25.00 |     | $ | 23.00
|Fourth Quarter |  | $                               | 27.00 |     | $ | 24.50
|               |  |                                
|2004:          |  | High                            |       | Low
|First Quarter  |  | $                               | 13.00 |     | $ | 11.00
|Second Quarter |  | $                               | 14.00 |     | $ | 12.00
|Third Quarter  |  | $                               | 15.00 |     | $ | 15.00
|Fourth Quarter |  | $                               | 15.00 |     | $ | 15.00

Holders

There were approximately 668 holders of record of the common stock as of December 31, 2005.

Dividends

The Bank is subject to restrictions on the payment of dividends under Georgia law and the regulations of the DBF. The Company is
also subject to limits on payment of dividends by the rules, regulations and policies of federal banking authorities. The primary source of funds available for the payment of cash dividends by the Company are dividends from the Bank. There are
various statutory and regulatory limitations on the payment of dividends by the Bank, as well as by the Company to its shareholders. No assurance can be given that any dividends will be declared by the Company in the future, or if declared, what
amounts would be declared or whether such dividends would continue. The Company has paid $189,000 in cash dividends to date.



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Securities Authorized for Issuance under Equity Compensation Plans

The following table sets forth information relating to the Companys equity compensation plans as of December 31, 2005:

EQUITY COMPENSATION PLAN INFORMATION

|                                                           |  |                                                                                             |  |                                                                               |       |                                                                                                                                        |        
|---------------------------------------------------------- |  | ------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------- | ----- | -------------------------------------------------------------------------------------------------------------------------------------- | -------
|                                                           |  | Number ofsecurities to beissued upon exercise ofoutstandingoptions, warrants and rights (a) |  | Weighted-averageexercise price ofoutstanding options, warrants and rights (b) |       | Number ofsecuritiesremainingavailable forfuture issuanceunder equitycompensationplans (excludingsecurities reflectedin column (a)) (c)
|Equity compensation plans approved by security holders     |  | 45,000                                                                                      |  | $                                                                             | 10.00 |                                                                                                                                        | 105,000
|Equity compensation plans not approved by security holders |  | 40,000                                                                                      |  | $                                                                             | 10.00 |                                                                                                                                        | -0-    
|                                                           |  |                                                                                             |  |                                                                               |       |                                                                                                                                        |        
|Total                                                      |  | 85,000                                                                                      |  | $                                                                             | 10.00 |                                                                                                                                        | 105,000
|                                                           |  |                                                                                             |  |                                                                               |       |                                                                                                                                        |        

Recent Sales of Unregistered Securities

The Company has sold no unregistered securities within the past three years.



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|ITEM 6. | MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
|------- | ---------------------------------------------------------

The following is a discussion of our financial condition and the financial condition of our bank subsidiary, Neighborhood Community Bank, at December 31, 2005 and 2004 and the results of operations for the years
then ended. The purpose of this discussion is to focus on information about our financial condition and results of operations that are not otherwise apparent from our audited financial statements.

FORWARD-LOOKING STATEMENTS

We may from time to time make written or oral forward-looking statements, including statements contained in our filings with the Securities and Exchange Commission and reports to stockholders. Statements made in this Annual Report or Form
10-KSB, other than those concerning historical information, should be considered forward-looking and subject to various risks and uncertainties. Such forward-looking statements are made based upon managements belief as well as assumptions made
by, and information currently available to, management pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Our actual results may differ materially from the results anticipated in forward-looking
statements due to a variety of factors, including governmental monetary and fiscal policies, deposit levels, loan demand, loan collateral values, securities portfolio values, interest rate risk management, the effects of competition in the banking
business from other commercial banks, thrifts, mortgage banking firms, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market funds and other financial institutions operating in our market area and
elsewhere, including institutions operating through the Internet, changes in governmental regulation relating to the banking industry, including regulations relating to branching and acquisitions, failure of assumptions underlying the establishment
of reserves for loan losses, including the value of collateral underlying delinquent loans and other factors. We caution that such factors are not exclusive. We do not undertake to update any forward-looking statement that may be made from time to
time by us, or on our behalf.

CRITICAL ACCOUNTING POLICIES

We have adopted various accounting policies which govern the application of accounting principles generally accepted in the United States of America in
the preparation of our financial statements. Our significant accounting policies are described in the footnotes to the consolidated financial statements at December 31, 2005 which are included in this Annual Report on Form 10-KSB.

Certain accounting policies involve significant judgments and assumptions by us which have a material impact on the carrying value of certain assets
and liabilities. We consider these accounting policies to be critical accounting policies. The judgments and assumptions we use are based on historical experience and other factors, which we believe to be reasonable under the circumstances. Because
of the nature of the judgments and assumptions we make, actual results could differ from these judgments and estimates which could have a material impact on our carrying values of assets and liabilities and our results of operations.

We believe the allowance for loan losses is a critical accounting policy that requires the most significant judgments and estimates used in the
preparation of our consolidated financial statements. Refer to the portion of this discussion that addresses our allowance for loan losses for a description of our processes and methodology for determining our allowance for loan losses.

OVERVIEW

The year 2005
was highlighted by significant loan and deposit growth. Our primary market area of Coweta County, Fayette County and Henry County, Georgia continues to grow, and we are strategically positioned to take advantage of that growth. The areas
growth should provide a base for continued profitability.



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OFF-BALANCE SHEET ARRANGEMENTS

Off-balance sheet arrangements are generally contractual arrangements involving an entity that is not consolidated with the Company under which the
Company has or in the future may have (i) any obligation under a direct or indirect guarantee or similar arrangement; (ii) a retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement;
(iii) derivative arrangements, to the extent that their fair value is not fully reflected as a liability or an asset in the Companys financial statements or (iv) any other obligation, including contingent obligations, that are not
fully reflected in the Companys financial statements.

The Company is a party to financial instruments with off-balance sheet risk in
the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. They involve, to varying degrees, elements of credit risk and interest rate
risk in excess of the amount recognized in the balance sheets.

The Companys exposure to credit loss in the event of nonperformance
by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and
conditional obligations as it does for on-balance sheet instruments. For a summary of the Companys off-balance sheet arrangements, see Note 11, Commitments and Contingencies, to consolidated financial statements attached hereto.

FINANCIAL CONDITION AT DECEMBER 31, 2005 AND 2004

The following is a summary of our balance sheets for the periods indicated:



|                        |  |                        |         |      |   |        
|----------------------- |  | ---------------------- | ------- | ---- | - | -------
|                        |  | December 31,          
|                        |  | 2005                   |         | 2004
|                        |  | (Dollars in Thousands)
|Cash and due from banks |  | $                      | 1,348   |      | $ | 2,379  
|Federal funds sold      |  |                        | 11,080  |      |   | 5,633  
|Securities              |  |                        | 10,341  |      |   | 4,108  
|Loans, net              |  |                        | 153,032 |      |   | 121,710
|Premises and equipment  |  |                        | 6,089   |      |   | 4,339  
|Other assets            |  |                        | 4,238   |      |   | 3,623  
|                        |  |                        |         |      |   |        
|                        |  | $                      | 186,128 |      | $ | 141,792
|                        |  |                        |         |      |   |        
|Total deposits          |  | $                      | 168,834 |      | $ | 125,006
|Other borrowed funds    |  |                        |        |      |   | 5,000  
|Subordinated Debentures |  |                        | 3,093   |      |   |       
|Other liabilities       |  |                        | 1,316   |      |   | 445    
|Stockholders equity    |  |                        | 12,885  |      |   | 11,341 
|                        |  |                        |         |      |   |        
|                        |  | $                      | 186,128 |      | $ | 141,792
|                        |  |                        |         |      |   |        

As of December 31, 2005, we had total assets of $186.1 million, an increase of 31.27% over
December 31, 2004. Total interest-earning assets were $174.5 million at December 31, 2005, or 93.73% of total assets, which grew from 92.71% at December 31, 2004. Our primary interest-earning assets at December 31, 2005 were
loans, which made up 87.72% of total interest-earning assets as compared to 92.59% at December 31, 2004. Our loan to deposit ratio was 90.64% at December 31, 2005, as compared to 97.36% at December 31, 2004. Deposit growth of $43.8
million has been used primarily to fund loan growth of $31.3 million.

Our securities portfolio, consisting of U.S. Agency securities and
mortgage-backed securities, totaled $10.3 million at December 31, 2005, compared to $4.1 million at December 31, 2004.



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At December 31, 2005, eighty-four percent of our loan portfolio was collateralized, primarily by
real estate located in our market area of Coweta, Fayette and Henry and surrounding counties. A breakdown of our real estate loan portfolio as at December 31, 2005 is as follows: Our construction and land development loans, which comprise
forty-four percent of the real estate loan portfolio, consisted of loans primarily collateralized by one-to-four family residential properties. Real estate loans secured by one-to-four family residential properties comprised six percent of the real
estate loan portfolio, and nonresidential real estate loans consisting primarily of small business commercial properties totaled fifty percent of the real estate loan portfolio. We generally require that loans collateralized by real estate not
exceed eighty percent of the collateral value.

The remaining twenty percent of the loan portfolio consists of commercial, consumer and
other loans. We require collateral commensurate with the repayment ability and creditworthiness of the borrower.

The specific economic and
credit risks associated with our loan portfolio, especially the real estate portfolio, include, but are not limited to, a general downturn in the economy which could affect unemployment rates in our market area, general real estate market
deterioration, interest rate fluctuations, deteriorated or non-existing collateral, title defects, inaccurate appraisals, financial deterioration of borrowers, fraud, and any violation of banking protection laws. Construction lending can also
present other specific risks to the lender such as whether developers can find builders to buy lots for home construction, whether the builders can obtain financing for the construction, whether the builders can sell the home to a buyer, and whether
the buyer can obtain permanent financing. Currently, real estate values and employment trends in our market area are stable with no significant indications of a downturn in the local economy.

We attempt to reduce these economic and credit risks not only by adhering to loan to value guidelines, but also by investigating the creditworthiness of
the borrower and monitoring the borrowers financial position. Also, we establish and periodically review our lending policies and procedures. State banking regulations limit exposure by prohibiting secured loan relationships that exceed
twenty-five percent of the Banks statutory capital and unsecured loan relationships that exceed fifteen percent of the Banks statutory capital.

LIQUIDITY AND CAPITAL RESOURCES

The purpose of liquidity management is to ensure that there are sufficient cash flows to satisfy demands for credit, deposit withdrawals, and our other needs. Traditional sources of liquidity include asset maturities and growth in core
deposits. A company may achieve its desired liquidity objectives from the management of assets and liabilities and through funds provided by operations. Funds invested in short-term marketable instruments and the continuous maturing of other earning
assets are sources of liquidity from the asset perspective. The liability base provides sources of liquidity through deposit growth, the maturity structure of liabilities, and accessibility to market sources of funds.

Scheduled loan payments are a relatively stable source of funds, but loan payoffs and deposit flows fluctuate significantly, being influenced by interest
rates, general economic conditions and competition. We attempt to price deposits to meet asset/liability objectives consistent with local market conditions.

Our liquidity and capital resources are monitored on a periodic basis by management, state and federal regulatory authorities. As determined under guidelines established by regulatory authorities and internal policy,
our liquidity was considered satisfactory at December 31, 2005.

At December 31, 2005, we had loan commitments outstanding of
$30.6 million. Because these commitments generally have fixed expiration dates and many will expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. If needed, we have the ability on a
short-term basis to borrow and purchase federal funds from other financial institutions. At December 31, 2005, we had arrangements with two commercial banks for additional short-term advances of $4.4 million.

At December 31, 2005, our capital ratios were classified well capitalized based on regulatory minimum capital requirements.
Stockholders equity increased in 2005 due to net income of $1,708,818, which was offset by a decrease in accumulated other comprehensive income in the amount of $65,163, net of the related tax effect and payment of dividends totaling $99,000.
Other comprehensive income consists of unrealized gains and losses on securities available for sale. For regulatory purposes, the net unrealized gains and losses on securities available for sale are excluded in the computation of regulatory capital
ratios.



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The primary source of funds available to the Company is the payment of dividends by the Bank. Banking
regulations limit the amount of the dividends that may be paid without prior approval of the Banks regulatory agency. At December 31, 2005, the bank can pay approximately $658,000 dividends without regulatory approval.

The minimum capital requirements to be considered well capitalized under prompt corrective action provisions and the actual capital ratios for the
Company and the Bank as of December 31, 2005 are as follows:



|                           |  |                                |   |  |                            |   |  |                        |  
|-------------------------- |  | ------------------------------ | - |  | -------------------------- | - |  | ---------------------- | -
|                           |  | Actual                         |  
|                           |  | Newnan Coweta Bancshares, Inc. |   |  | NeighborhoodCommunity Bank |   |  | RegulatoryRequirements |  
|Leverage capital ratio     |  | 8.90                           | % |  | 8.94                       | % |  | 5.00                   | %
|Risk-based capital ratios: |  |                                |   |  |                            |   |  |                        |  
|Core capital               |  | 9.86                           | % |  | 9.90                       | % |  | 6.00                   | %
|Total capital              |  | 11.11                          | % |  | 11.15                      | % |  | 10.00                  | %

These ratios may decline as asset growth continues, but are expected to exceed the regulatory
minimum requirements. Anticipated future earnings will assist in keeping these ratios at satisfactory levels.

We believe that our
liquidity and capital resources are adequate and will meet our foreseeable short-term needs. We anticipate that we will have sufficient funds available to meet current loan commitments and to fund or refinance, on a timely basis, our other material
commitments and liabilities. Management has been directed to research potential options to raise additional capital to fulfill our anticipated long-term needs based on Company and Bank growth projections.

We are not aware of any other known trends, events or uncertainties, other than those discussed above, that will have or that are reasonably likely to
have a material effect on our liquidity, capital resources or operations. We are also not aware of any current recommendations by the regulatory authorities that, if they were implemented, would have such an effect.

EFFECTS OF INFLATION

The
impact of inflation on banks differs from its impact on non-financial institutions. Banks, as financial intermediaries, have assets that are primarily monetary in nature and that tend to fluctuate in concert with inflation. A bank can reduce the
impact of inflation if it can manage its rate sensitivity gap. This gap represents the difference between rate sensitive assets and rate sensitive liabilities. We, through our investment committee which oversees our asset-liability management,
attempt to structure the assets and liabilities and manage the rate sensitivity gap, thereby seeking to minimize the potential effects of inflation. For information on the management of the Banks interest rate sensitive assets and liabilities,
see the Asset/Liability Management section.



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RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

The following is a summary of our operations for the years indicated.



|                          |  |                         |        |      |   |      
|------------------------- |  | ----------------------- | ------ | ---- | - | -----
|                          |  | Years EndedDecember 31,
|                          |  | 2005                    |        | 2004
|                          |  | (Dollars in Thousands) 
|Interest income           |  | $                       | 11,612 |      | $ | 7,760
|Interest expense          |  |                         | 4,501  |      |   | 2,521
|                          |  |                         |        |      |   |      
|Net interest income       |  |                         | 7,111  |      |   | 5,239
|Provision for loan losses |  |                         | 548    |      |   | 382  
|Other income              |  |                         | 748    |      |   | 637  
|Other expenses            |  |                         | 4,489  |      |   | 3,344
|                          |  |                         |        |      |   |      
|Pretax income             |  |                         | 2,822  |      |   | 2,150
|Income taxes              |  |                         | 1,113  |      |   | 788  
|                          |  |                         |        |      |   |      
|Net income                |  | $                       | 1,709  |      | $ | 1,362
|                          |  |                         |        |      |   |      

NET INTEREST INCOME

Our results of operations are determined by our ability to manage interest income and expense effectively, to minimize loan and investment losses, to
generate noninterest income, and to control operating expenses. Because interest rates are determined by market forces and economic conditions beyond our control, our ability to generate net interest income depends on our ability to obtain an
adequate net interest spread between the rate we pay on interest-bearing liabilities and the rate we earn on interest-earning assets.

The
net yield on average interest-earning assets was 4.68% in 2005, as compared to 4.41% in 2004. Average loans increased by $31.5 million, which was the primary change in average interest-earning assets that increased overall by $33.1 million. The rate
earned on average interest-earning assets increased to 7.65% in 2005 from 6.54% in 2004. Average interest-bearing liabilities increased by $30.7 million, with average time deposits accounting for the majority of this increase. The rate paid on
average interest-bearing liabilities increased to 3.31% in 2005, as compared to 2.39% in 2004.

PROVISION FOR LOAN LOSSES

The provision for loan losses was $548,000 in 2005, as compared to $382,000 in 2004. The increase is due to maintaining our allowance for
loan losses at a level based upon the application of our monthly calculation of the allowance for loan loss methodology. The allowance for loan loss methodology is calculated by segmenting the loan portfolio into risk classifications. Our assignment
of risk classifications to individual loans considers significant factors relative to the credit risk and loss exposure in the loan portfolio, including past due and classified loans, historical experience, underlying collateral values, and current
economic conditions that may affect the borrowers ability to repay. An allowance percentage is applied to each risk classification category to establish a general allowance for loan losses. The allowance percentage determined for each risk
classification is based upon our experience specifically and the historical experience of the banking industry generally. Based upon our evaluation of the loan portfolio through our allowance for loan loss methodology, we believe the allowance for
loan losses to be adequate to absorb losses on existing loans that may become uncollectible. In addition, classified loans, including impaired loans, are analyzed individually in order to establish a specific allowance for loan losses. The total of
these allowances are recorded as the allowance for loan losses on a monthly basis. The allowance for loan losses as a percentage of total loans was 1.33% as of December 31, 2005, compared to 1.30% at December 31, 2004.



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NONINTEREST INCOME

Noninterest income consists of service charges on deposit accounts and other miscellaneous revenues and fees. Noninterest income was $748,000 in 2005, as
compared to $637,000 in 2004, resulting in an increase of $111,000. The increase is primarily due to mortgage origination fees generated from the mortgage origination department which was established during 2003, increase in service charges on
deposit accounts related to overall deposit growth and recognition of income generated from Bank Owned Life Insurance. There were no sales of securities in 2005 or 2004.

NONINTEREST EXPENSES

Noninterest expenses were $4,489,000 in 2005, as compared to $3,344,000 in 2004, or an increase of $1,145,000. Salaries and employees benefits increased by $581,000 due to an increase in the number of full time equivalent employees to
39 at December 31, 2005 from 37 at December 31, 2004, other annual salary increases, and increased costs of employee benefits. Equipment and occupancy expenses increased by $157,000 due to increased depreciation and occupancy costs of our
new branch office located in Peachtree City, Georgia which was completed in August 2005, and lease expense for our mortgage production office in Port Orange, Florida and loan production office in Stockbridge, Georgia. Other expenses increased by
$407,000, due primarily to increased data processing costs of $89,000, increase telephone and communications cost of $26,000 and increased director fees of $99,500. The increases in all other expenses were directly related to the overall growth of
the Bank.

INCOME TAXES

Income tax expense was $1,113,000 for the year ended December 31, 2005, which resulted in an effective tax rate of 39.4% as compared to $788,000 for the year ended December 31, 2004.

ASSET/LIABILITY MANAGEMENT

Our objective is to manage assets and liabilities to provide a satisfactory, consistent level of profitability within the framework of established cash, loan, investment, borrowing and capital policies. Certain officers are charged with the
responsibility for monitoring policies and procedures designed to ensure acceptable composition of the asset/liability mix. Managements overall philosophy is to support asset growth primarily through growth of core deposits of all categories
made by local individuals, partnerships, and corporations.

Our asset/liability mix is monitored on a regular basis. The objective of our
policy is to monitor interest rate-sensitive assets and liabilities so as to minimize the impact of substantial movements in interest rates on earnings. An asset or liability is considered to be interest rate-sensitive if it will re-price or mature
within the time period analyzed, usually one year or less. The interest rate-sensitivity gap is the difference between the interest-earning assets and interest-bearing liabilities scheduled to mature or re-price within such time period. A gap is
considered positive when the amount of interest rate-sensitive assets exceeds the amount of interest rate-sensitive liabilities. A gap is considered negative when the amount of interest rate-sensitive liabilities exceeds the interest rate-sensitive
assets. During a period of rising interest rates, a negative gap would tend to affect net interest income adversely, while a positive gap would tend to result in an increase in net interest income. Conversely, during a period of falling interest
rates, a negative gap would tend to result in an increase in net interest income, while a positive gap would tend to affect net interest income adversely. If our assets and liabilities were equally flexible and moved concurrently, the impact of any
increase or decrease in interest rates on net interest income would be minimal.

A simple interest rate gap analysis by itself
may not be an accurate indicator of how net interest income will be affected by changes in interest rates. Accordingly, we also evaluate how the repayment of particular assets and liabilities is impacted by changes in interest rates. Income
associated with interest-earning assets and costs associated with interest-bearing liabilities may not be affected uniformly by changes in interest rates. In addition, the magnitude and duration of changes in interest rates may have a significant
impact on net interest income. For example, although certain assets and liabilities may have similar maturities or periods of re-pricing, they may react in different degrees to changes in market interest rates. Interest rates on certain types of
assets and liabilities fluctuate in advance of changes in general market rates, while interest rates on other types may lag behind changes in general market rates. In addition, certain assets, such as adjustable rate mortgage loans, have features
(generally referred to as interest rate caps and floors) that limit changes in interest rates. Prepayment and early withdrawal levels also could deviate significantly from those assumed in calculating the interest rate gap. The ability
of many borrowers to service their debts also may decrease during periods of rising interest rates.

Changes in interest rates also affect
our liquidity position. We currently price deposits in response to market rates and it is managements intention to continue this policy. If deposits are not priced in response to market rates, a loss of deposits could occur that would
negatively affect our liquidity position.



20



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##### Table of Contents

At December 31, 2005, our cumulative one-year interest rate-sensitivity gap ratio was 126%. Our
targeted ratio is 80% to 120% in this time horizon. This indicates that our interest-bearing assets will re-price during this period at a rate faster than our interest-earning liabilities.

The following table sets forth the distribution of the re-pricing of our interest-earning assets and interest-bearing liabilities as of December 31,
2005, the interest rate-sensitivity gap, the cumulative interest rate-sensitivity gap, the interest rate-sensitivity gap ratio and the cumulative interest rate-sensitivity gap ratio. The table also sets forth the time periods in which
interest-earning assets and interest-bearing liabilities will mature or may re-price in accordance with their contractual terms. However, the table does not necessarily indicate the impact of general interest rate movements on the net interest
margin as the re-pricing of various categories of assets and liabilities is subject to competitive pressures and the needs of our customers. In addition, various assets and liabilities indicated as re-pricing within the same period may in fact
re-price at different times within such period and at different rates.



|                                               |  |                        |         |                                        |   |         |                                      |  |   |                  |   |       |   |        |  |   |        
|---------------------------------------------- |  | ---------------------- | ------- | -------------------------------------- | - | ------- | ------------------------------------ |  | - | ---------------- | - | ----- | - | ------ |  | - | -------
|                                               |  | Within Three Months    |         | After Three Months but Within One Year |   |         | After One Year but Within Five Years |  |   | After Five Years |   | Total
|                                               |  | (Dollars in Thousands)
|Interest-earning assets:                       |  |                        |         |                                        |   |         |                                      |  |   |                  |   |       |   |        |  |   |        
|FHLB & FRB Stock                               |  | $                      | 600     |                                        | $ |        |                                      |  | $ |                 |   |       | $ |       |  | $ | 600    
|Federal Funds Sold                             |  |                        | 11,080  |                                        |   |        |                                      |  |   |                 |   |       |   |       |  |   | 11,080 
|Securities                                     |  |                        |        |                                        |   | 5,985   |                                      |  |   | 4,356            |   |       |   |       |  |   | 10,341 
|Loans                                          |  |                        | 135,138 |                                        |   | 7,907   |                                      |  |   | 12,049           |   |       |   |       |  |   | 155,094
|                                               |  |                        |         |                                        |   |         |                                      |  |   |                  |   |       |   |        |  |   |        
|                                               |  |                        | 146,818 |                                        |   | 13,892  |                                      |  |   | 16,405           |   |       |   |        |  |   | 177,115
|                                               |  |                        |         |                                        |   |         |                                      |  |   |                  |   |       |   |        |  |   |        
|Interest-bearing liabilities:                  |  |                        |         |                                        |   |         |                                      |  |   |                  |   |       |   |        |  |   |        
|Interest-bearing demand deposits and savings   |  |                        | 28,369  |                                        |   |        |                                      |  |   |                 |   |       |   |       |  |   | 28,369 
|Time deposits                                  |  |                        | 38,518  |                                        |   | 61,137  |                                      |  |   | 27,764           |   |       |   |       |  |   | 127,419
|Other borrowed funds                           |  |                        |        |                                        |   |        |                                      |  |   |                 |   |       |   |       |  |   |       
|                                               |  |                        |         |                                        |   |         |                                      |  |   |                  |   |       |   |        |  |   |        
|                                               |  |                        | 66,887  |                                        |   | 61,137  |                                      |  |   | 27,710           |   |       |   |       |  |   | 155,788
|Interest rate sensitivity gap                  |  | $                      | 79,913  |                                        | $ | (47,245 | )                                    |  | $ | (11,359          | ) |       | $ |       |  | $ | 21,327 
|                                               |  |                        |         |                                        |   |         |                                      |  |   |                  |   |       |   |        |  |   |        
|Cumulative interest rate sensitivity gap       |  | $                      | 79,913  |                                        | $ | 32,686  |                                      |  | $ | 21,327           |   |       | $ | 21,327 |  |   |        
|                                               |  |                        |         |                                        |   |         |                                      |  |   |                  |   |       |   |        |  |   |        
|Interest rate sensitivity gap ratio            |  |                        | 2.20    |                                        |   | 0.23    |                                      |  |   | 0.59             |   |       |   |       |  |   |        
|                                               |  |                        |         |                                        |   |         |                                      |  |   |                  |   |       |   |        |  |   |        
|Cumulative interest rate sensitivity gap ratio |  |                        | 2.19    |                                        |   | 1.26    |                                      |  |   | 1.14             |   |       |   | 1.14   |  |   |        
|                                               |  |                        |         |                                        |   |         |                                      |  |   |                  |   |       |   |        |  |   |        

SELECTED FINANCIAL INFORMATION AND STATISTICAL DATA

The tables and schedules on the following pages set forth certain significant financial information and statistical data with respect to: the distribution
of our assets, liabilities and stockholders equity; the interest rates we experience; our investment portfolio; our loan portfolio, including types of loans, maturities, and sensitivities of loans to changes in interest rates and information
on nonperforming loans; summary of the loan loss experience and allowance for loan losses; types of deposits; and the return on equity and assets.



21



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##### Table of Contents

DISTRIBUTION OF ASSETS, LIABILITIES, AND STOCKHOLDERS EQUITY:

INTEREST RATES AND INTEREST DIFFERENTIALS



|                                             |  |                        |         |   |                 |        |               |      |   |                     |   |         |                 |  |               |  |      |  
|-------------------------------------------- |  | ---------------------- | ------- | - | --------------- | ------ | ------------- | ---- | - | ------------------- | - | ------- | --------------- |  | ------------- |  | ---- | -
|                                             |  | 2005                   |         |   | 2004            |       
|                                             |  | (dollars in thousands) |        
|                                             |  | Average Balances(1)    |         |   | Income/ Expense |        | Yields/ Rates |      |   | Average Balances(1) |   |         | Income/ Expense |  | Yields/ Rates | 
|Cash and due from banks                      |  | $                      | 2,971   |   |                 |       |               |     | % |                     | $ | 2,249   |                 |  |              |  |     | %
|Taxable securities                           |  |                        | 4,621   |   |                 | 227    |               | 4.91 |   |                     |   | 4,343   |                 |  | 182           |  | 4.20 |  
|Unrealized gains on securities               |  |                        | (2      | ) |                 |        |               |     |   |                     |   | 61      |                 |  |              |  |     |  
|Federal funds sold                           |  |                        | 6,502   |   |                 | 225    |               | 3.45 |   |                     |   | 5,160   |                 |  | 66            |  | 1.29 |  
|Loans (2) (3)                                |  |                        | 140,683 |   |                 | 11,160 |               | 7.93 |   |                     |   | 109,171 |                 |  | 7,512         |  | 6.88 |  
|Allowance for loan losses                    |  |                        | (1,823  | ) |                 |       |               |     |   |                     |   | (1,335  | )               |  |              |  |     |  
|Other assets                                 |  |                        | 9,430   |   |                 |       |               |     |   |                     |   | 6,406   |                 |  |              |  |     |  
|                                             |  |                        |         |   |                 |        |               |      |   |                     |   |         |                 |  |               |  |      |  
|                                             |  | $                      | 162,382 |   |                 |        |               |      |   |                     | $ | 126,055 |                 |  |               |  |      |  
|                                             |  |                        |         |   |                 |        |               |      |   |                     |   |         |                 |  |               |  |      |  
|Total interest-earning assets                |  | $                      | 151,806 |   |                 | 11,612 |               | 7.65 | % |                     | $ | 118,674 |                 |  | 7,760         |  | 6.54 | %
|                                             |  |                        |         |   |                 |        |               |      |   |                     |   |         |                 |  |               |  |      |  
|Noninterest-bearing demand                   |  | $                      | 12,518  |   |                 |       |               |     | % |                     | $ | 9,459   |                 |  |              |  |     | %
|Interest-bearing demand and savings          |  |                        | 23,842  |   |                 | 327    |               | 1.37 |   |                     |   | 25,732  |                 |  | 336           |  | 1.31 |  
|Time deposits                                |  |                        | 108,502 |   |                 | 4,013  |               | 3.70 |   |                     |   | 78,410  |                 |  | 2,161         |  | 2.76 |  
|                                             |  |                        |         |   |                 |        |               |      |   |                     |   |         |                 |  |               |  |      |  
|Total deposits                               |  | $                      | 144,862 |   |                 | 4,340  |               |      |   |                     | $ | 113,601 |                 |  | 2,497         |  |      |  
|Other borrowings                             |  |                        | 3,595   |   |                 | 161    |               | 4.48 |   |                     |   | 1,110   |                 |  | 23            |  | 2.09 |  
|Other liabilities                            |  |                        | 984     |   |                 |       |               |     |   |                     |   | 582     |                 |  |              |  |      |  
|Stockholders equity (4)                     |  |                        | 12,941  |   |                 |       |               |     |   |                     |   | 10,762  |                 |  |              |  |      |  
|                                             |  |                        |         |   |                 |        |               |      |   |                     |   |         |                 |  |               |  |      |  
|                                             |  | $                      | 162,382 |   |                 |        |               |      |   |                     | $ | 126,055 |                 |  |               |  |      |  
|                                             |  |                        |         |   |                 |        |               |      |   |                     |   |         |                 |  |               |  |      |  
|Total interest-bearing liabilities           |  | $                      | 135,939 |   |                 | 4,501  |               | 3.31 | % |                     | $ | 105,252 |                 |  | 2,520         |  | 2.39 | %
|                                             |  |                        |         |   |                 |        |               |      |   |                     |   |         |                 |  |               |  |      |  
|Net interest income                          |  |                        |         |   |                 | 7,111  |               |      |   |                     |   |         |                 |  | 5,240         |  |      |  
|                                             |  |                        |         |   |                 |        |               |      |   |                     |   |         |                 |  |               |  |      |  
|Net interest spread                          |  |                        |         |   |                 |        |               | 4.34 | % |                     |   |         |                 |  |               |  | 4.15 | %
|                                             |  |                        |         |   |                 |        |               |      |   |                     |   |         |                 |  |               |  |      |  
|Net yield on average interest-earning assets |  |                        |         |   |                 |        |               | 4.68 | % |                     |   |         |                 |  |               |  | 4.41 | %
|                                             |  |                        |         |   |                 |        |               |      |   |                     |   |         |                 |  |               |  |      |  



|(1) | Average balances were determined using the daily average balances.
|--- | ------------------------------------------------------------------



|(2) | Includes nonaccrual loans with average balances of $128,060 and $52,138 for the years ended December 31, 2005 and 2004, respectively.
|--- | -------------------------------------------------------------------------------------------------------------------------------------



|(3) | Interest and fees on loans includes $1,157,000 and $784,000 of loan fee income for the years ended December 31, 2005 and 2004, respectively. There was no interest income
recognized on nonaccrual loans during 2005 or 2004.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(4) | Average unrealized gains on securities available for sale are included in stockholders equity, net of tax.
|--- | -----------------------------------------------------------------------------------------------------------



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##### Table of Contents

RATE AND VOLUME ANALYSIS

The following table describes the extent to which changes in interest rates and changes in volume of interest-earning assets and interest-bearing
liabilities have affected our interest income and expense during the year indicated. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (1) change in volume (change
in volume multiplied by old rate); (2) change in rate (change in rate multiplied by old volume); and (3) a combination of change in rate and change in volume. The changes in interest income and interest expense attributable to both volume
and rate have been allocated proportionately on a consistent basis to the change due to volume and the change due to rate.



|                                                         |  |                              |       |        |       |   |     |       |  
|-------------------------------------------------------- |  | ---------------------------- | ----- | ------ | ----- | - | --- | ----- | -
|                                                         |  | Year Ended December 31, 2005 |      
|                                                         |  | Changes Due To:              |      
|                                                         |  | Rate                         |       | Volume |       |   | Net |      
|                                                         |  | (Dollars in Thousands)       |      
|Increase (decrease) in:                                  |  |                              |       |        |       |   |     |       |  
|Income from interest-earning assets:                     |  |                              |       |        |       |   |     |       |  
|Interest and fees on loans                               |  | $                            | 1,480 |        | 2,168 |   |     | 3,648 |  
|Interest on taxable securities                           |  |                              | 33    |        | 12    |   |     | 45    |  
|Interest on federal funds sold                           |  |                              | 142   |        | 17    |   |     | 159   |  
|                                                         |  |                              |       |        |       |   |     |       |  
|Total interest income                                    |  |                              | 1,655 |        | 2,197 |   |     | 3,852 |  
|                                                         |  |                              |       |        |       |   |     |       |  
|Expense from interest-bearing liabilities:               |  |                              |       |        |       |   |     |       |  
|Interest on interest-bearing demand deposits and savings |  |                              | 16    |        | (25   | ) |     | (9    | )
|Interest on time deposits                                |  |                              | 1,022 |        | 830   |   |     | 1,852 |  
|Interest on other borrowings                             |  |                              | 86    |        | 52    |   |     | 138   |  
|                                                         |  |                              |       |        |       |   |     |       |  
|Total interest expense                                   |  |                              | 1,124 |        | 857   |   |     | 1,981 |  
|                                                         |  |                              |       |        |       |   |     |       |  
|Net interest income                                      |  | $                            | 531   |        | 1,340 |   |     | 1,871 |  
|                                                         |  |                              |       |        |       |   |     |       |  

INVESTMENT PORTFOLIO

The carrying amounts of securities at the dates indicated, which are all classified as available for sale, are summarized as follows:



|                           |  |                        |        |      |   |      
|-------------------------- |  | ---------------------- | ------ | ---- | - | -----
|                           |  | December 31,          
|                           |  | 2005                   |        | 2004
|                           |  | (Dollars in Thousands)
|U.S. Government agencies   |  | $                      | 10,193 |      | $ | 3,892
|Mortgage backed securities |  |                        | 148    |      |   | 216  
|                           |  |                        |        |      |   |      
|                           |  | $                      | 10,341 |      | $ | 4,108
|                           |  |                        |        |      |   |      



23



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##### Table of Contents

MATURITIES

The amounts of debt securities in each category as of December 31, 2005 are shown in the following table according to contractual maturity classifications (1) one year or less, (2) after one through
five years, (3) after five through ten years and (4) after ten years.



|                           |  |                  |       |          |                              |   |        |                              |          |  |      |        |  |          |   |  |   |  
|-------------------------- |  | ---------------- | ----- | -------- | ---------------------------- | - | ------ | ---------------------------- | -------- |  | ---- | ------ |  | -------- | - |  | - | -
|                           |  | One year or less |       |          | After one through five years |   |        | After five through ten years |         
|                           |  | Amount           |       | Yield(1) |                              |   | Amount |                              | Yield(1) |  |      | Amount |  | Yield(1) |  
|U.S. Government agencies   |  | $                | 5,952 |          | 4.34                         | % |        | $                            | 4,241    |  | 4.51 | %      |  | $        |  |  |  | %
|Mortgage backed securities |  |                  | 33    |          | 6.54                         | % |        |                              | 115      |  | 4.53 | %      |  |          |  |  |  |  
|                           |  |                  |       |          |                              |   |        |                              |          |  |      |        |  |          |   |  |   |  
|                           |  | $                | 5,985 |          | 4.35                         | % |        | $                            | 4,356    |  | 4.51 | %      |  | $        |  |  |  | %
|                           |  |                  |       |          |                              |   |        |                              |          |  |      |        |  |          |   |  |   |  



|                           |  |                 |   |          |       |   |        |   |          |  |      |  
|-------------------------- |  | --------------- | - | -------- | ----- | - | ------ | - | -------- |  | ---- | -
|                           |  | After ten years |   |          | Total |  
|                           |  | Amount          |   | Yield(1) |       |   | Amount |   | Yield(1) | 
|U.S. Government agencies   |  | $               |  |          |      | % |        | $ | 10,193   |  | 4.41 | %
|Mortgage backed securities |  |                 |  |          |       |   |        |   | 148      |  | 4.97 | %
|                           |  |                 |   |          |       |   |        |   |          |  |      |  
|                           |  | $               |  |          |      | % |        | $ | 10,341   |  | 4.42 | %
|                           |  |                 |   |          |       |   |        |   |          |  |      |  



|(1) | The weighted average yields were computed using coupon interest, adding discount accretion or subtracting premium amortization, as appropriate, on a ratable basis over the life of
each security.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

LOAN PORTFOLIO

TYPES OF LOANS

The amounts
of loans outstanding at the indicated dates are shown in the following table according to the type of loan.



|                                      |  |                        |         |   |      |   |         |  
|------------------------------------- |  | ---------------------- | ------- | - | ---- | - | ------- | -
|                                      |  | December 31,           |        
|                                      |  | 2005                   |         |   | 2004 |  
|                                      |  | (Dollars in Thousands) |        
|Commercial and financial              |  | $                      | 20,950  |   |      | $ | 18,676  |  
|Real estate acquisition & development |  |                        | 23,957  |   |      |   | 15,046  |  
|Real estate construction              |  |                        | 33,869  |   |      |   | 21,366  |  
|Real estate mortgage                  |  |                        | 73,384  |   |      |   | 65,577  |  
|Consumer installment and other        |  |                        | 3,061   |   |      |   | 2,806   |  
|                                      |  |                        |         |   |      |   |         |  
|                                      |  |                        | 155,221 |   |      |   | 123,471 |  
|Deferred loan fees                    |  |                        | (127    | ) |      |   | (155    | )
|Allowance for loan losses             |  |                        | (2,062  | ) |      |   | (1,606  | )
|                                      |  |                        |         |   |      |   |         |  
|Net loans                             |  | $                      | 153,032 |   |      | $ | 121,710 |  
|                                      |  |                        |         |   |      |   |         |  



24



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##### Table of Contents

MATURITIES AND SENSITIVITIES OF LOANS TO CHANGES IN INTEREST RATES

Total loans as of December 31, 2005 are shown in the following table according to contractual maturity classifications (1) one year or less,
(2) after one through five years, and (3) after five years.



|                                      |  |                        |        
|------------------------------------- |  | ---------------------- | -------
|                                      |  | (Dollars in Thousands)
|Commercial and Financial              |  |                        |        
|One year or less                      |  | $                      | 17,073 
|After one through five years          |  |                        | 3,877  
|After five years                      |  |                        |       
|                                      |  |                        |        
|                                      |  |                        | 20,950 
|Real Estate Acquisition & Development |  |                        |        
|One year or less                      |  |                        | 21,957 
|After one through five years          |  |                        | 2,000  
|After five years                      |  |                        |       
|                                      |  |                        |        
|                                      |  |                        | 23,957 
|Real Estate Construction              |  |                        |        
|One year or less                      |  |                        | 33,681 
|After one through five years          |  |                        | 188    
|After five years                      |  |                        |       
|                                      |  |                        |        
|                                      |  |                        | 33,869 
|Real Estate Mortgage                  |  |                        |        
|One year or less                      |  |                        | 25,947 
|After one through five years          |  |                        | 41,400 
|After five years                      |  |                        | 6,037  
|                                      |  |                        |        
|                                      |  |                        | 73,384 
|Consumer Installment and other        |  |                        |        
|One year or less                      |  |                        | 1,572  
|After one through five years          |  |                        | 1,469  
|After five years                      |  |                        | 20     
|                                      |  |                        |        
|                                      |  |                        | 3,061  
|                                      |  | $                      | 155,221
|                                      |  |                        |        

The following table summarizes loans at December 31, 2005 with the due dates after one year
that have predetermined and floating or adjustable interest rates.



|                                      |  |                        |       
|------------------------------------- |  | ---------------------- | ------
|                                      |  | (Dollars in Thousands)
|Predetermined interest rates          |  | $                      | 8,436 
|Floating or adjustable interest rates |  |                        | 46,555
|                                      |  |                        |       
|                                      |  | $                      | 54,991
|                                      |  |                        |       



25



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##### Table of Contents

RISK ELEMENTS

Information with respect to non-accrual, past due, restructured and other problem loans at December 31, 2005 and 2004 is as follows:



|                                                                                                                               |  |                        |     |      |   |    
|------------------------------------------------------------------------------------------------------------------------------ |  | ---------------------- | --- | ---- | - | ---
|                                                                                                                               |  | December 31,          
|                                                                                                                               |  | 2005                   |     | 2004
|                                                                                                                               |  | (Dollars in Thousands)
|Nonaccrual loans                                                                                                               |  | $                      | 256 |      | $ | 270
|Loans contractually past due ninety days or more as to interest or principal payments and still accruing                       |  |                        | 0   |      |   | 0  
|Restructured loans                                                                                                             |  |                        | 170 |      |   | 0  
|Loans, now current, about which there are serious doubts as to the ability of the borrower to comply with loan repayment terms |  |                        | 0   |      |   | 0  
|Interest income that would have been recorded on nonaccrual and restructured loans under original terms                        |  |                        | 2   |      |   | 20 
|Interest income that was recorded on nonaccrual and restructured loans                                                         |  |                        | 0   |      |   | 0  

It is our policy to discontinue the accrual of interest income when, in our opinion, collection of
interest becomes doubtful. We will generally discontinue the accrual of interest income when (1) there is a significant deterioration in the financial condition of the borrower and full repayment of principal and interest is not expected and
(2) the principal or interest is more than ninety days past due, unless the loan is both well-secured and in the process of collection.

Loans classified for regulatory purposes as loss, doubtful, substandard or special mention that have not been included in the table above do not represent or result from trends or uncertainties which we reasonably expect will materially
impact future operating results, liquidity, or capital resources. These classified loans do not represent material credits about which we are aware of any information that causes us to have serious doubts as to the ability of such borrowers to
comply with the loan repayment terms.



26



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##### Table of Contents

SUMMARY OF LOAN LOSS EXPERIENCE

The following table summarizes average loan balances for the year determined using the daily average balances during the year; changes in the allowance
for loan losses arising from loans charged off; recoveries on loans previously charged off; additions to the allowance which have been charged to operating expense; and the ratio of net charge-offs during the year to average loans.



|                                                                            |  |                        |         |   |      |   |         |   
|--------------------------------------------------------------------------- |  | ---------------------- | ------- | - | ---- | - | ------- | --
|                                                                            |  | December 31,           |        
|                                                                            |  | 2005                   |         |   | 2004 |  
|                                                                            |  | (Dollars in Thousands) |        
|Average amount of loans outstanding                                         |  | $                      | 140,683 |   |      | $ | 109,171 |   
|                                                                            |  |                        |         |   |      |   |         |   
|Balance of allowance for loan losses at beginning of year                   |  | $                      | 1,606   |   |      | $ | 1,218   |   
|                                                                            |  |                        |         |   |      |   |         |   
|Loans charged off                                                           |  |                        |         |   |      |   |         |   
|Commercial                                                                  |  |                        | 47      |   |      |   | 0       |   
|Real estate mortgage                                                        |  |                        | 49      |   |      |   | 0       |   
|Installment                                                                 |  |                        | 0       |   |      |   | 14      |   
|                                                                            |  |                        |         |   |      |   |         |   
|                                                                            |  |                        | 96      |   |      |   | 14      |   
|                                                                            |  |                        |         |   |      |   |         |   
|Loans recovered                                                             |  |                        |         |   |      |   |         |   
|Commercial                                                                  |  |                        | 3       |   |      |   | 0       |   
|Real estate mortgage                                                        |  |                        | 1       |   |      |   | 0       |   
|Installment                                                                 |  |                        | 0       |   |      |   | 20      |   
|                                                                            |  |                        |         |   |      |   |         |   
|                                                                            |  |                        | 4       |   |      |   | 20      |   
|                                                                            |  |                        |         |   |      |   |         |   
|Net charge-offs                                                             |  |                        | 92      |   |      |   | (6      | ) 
|                                                                            |  |                        |         |   |      |   |         |   
|Additions to allowance charged to operating expense during year             |  |                        | 548     |   |      |   | 382     |   
|                                                                            |  |                        |         |   |      |   |         |   
|Balance of allowance for loan losses at end of year                         |  | $                      | 2,062   |   |      | $ | 1,606   |   
|                                                                            |  |                        |         |   |      |   |         |   
|Ratio of net loans charged off during the year to average loans outstanding |  |                        | .0654   | % |      |   | (.0055  | )%
|                                                                            |  |                        |         |   |      |   |         |   



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##### Table of Contents

ALLOWANCE FOR LOAN LOSSES

The allowance for loan losses is maintained at a level that is deemed appropriate by management to adequately cover all known and inherent risks in the
loan portfolio. Managements evaluation of the loan portfolio includes a periodic review of loan loss experience, current economic conditions that may affect the borrowers ability to pay and the underlying collateral value of the loans.

Based on our best estimate, the allocation of the allowance for loan losses to types of loans, as of the indicated dates, is as follows:



|                               |  |                                                                    |       |         |                                                                    |   |        |   |         |  |     |  
|------------------------------ |  | ------------------------------------------------------------------ | ----- | ------- | ------------------------------------------------------------------ | - | ------ | - | ------- |  | --- | -
|                               |  | December 31, 2005 Percent of loans in each
category to total loans |       |         | December 31, 2004 Percent of loans in each
category to total loans |  
|                               |  | Amount                                                             |       | Percent |                                                                    |   | Amount |   | Percent | 
|                               |  | (Dollars in Thousands)                                             |      
|Commercial and Financial       |  | $                                                                  | 282   |         | 14                                                                 | % |        | $ | 241     |  | 15  | %
|Real estate  construction     |  |                                                                    | 768   |         | 37                                                                 | % |        |   | 546     |  | 30  | %
|Real estate  mortgage         |  |                                                                    | 975   |         | 47                                                                 | % |        |   | 786     |  | 53  | %
|Consumer installment and other |  |                                                                    | 37    |         | 2                                                                  | % |        |   | 33      |  | 2   | %
|                               |  |                                                                    |       |         |                                                                    |   |        |   |         |  |     |  
|                               |  | $                                                                  | 2,062 |         | 100                                                                | % |        | $ | 1,606   |  | 100 | %
|                               |  |                                                                    |       |         |                                                                    |   |        |   |         |  |     |  

DEPOSITS

Average amount of deposits and average rates paid thereon, classified as to noninterest-bearing demand deposits, interest-bearing demand and savings
deposits and time deposits is presented below. (1)



|                                    |  |                          |         |         |      |   |        |   |         |  |      |  
|----------------------------------- |  | ------------------------ | ------- | ------- | ---- | - | ------ | - | ------- |  | ---- | -
|                                    |  | Years Ended December 31, |        
|                                    |  | 2005                     |         |         | 2004 |  
|                                    |  | Amount                   |         | Percent |      |   | Amount |   | Percent | 
|                                    |  | (Dollars in Thousands)   |        
|Noninterest-bearing demand          |  | $                        | 12,518  |         |     | % |        | $ | 9,459   |  |     | %
|Interest-bearing demand and savings |  |                          | 23,843  |         | 1.37 | % |        |   | 25,732  |  | 1.31 | %
|Time deposits                       |  |                          | 108,502 |         | 3.70 | % |        |   | 78,410  |  | 2.76 | %
|                                    |  |                          |         |         |      |   |        |   |         |  |      |  
|                                    |  | $                        | 144,863 |         | 3.28 | % |        | $ | 113,601 |  | 2.40 | %
|                                    |  |                          |         |         |      |   |        |   |         |  |      |  



|(1) | Average balances were determined using the daily average balances during the year.
|--- | ----------------------------------------------------------------------------------

The amounts of time certificates of deposit issued in amounts of $100,000 or more as of December 31, 2005 are shown below by category, which is based on time remaining until maturity of (1) three months or
less, (2) over three months through twelve months, and (3) over twelve months.



|                                        |  |                        |       
|--------------------------------------- |  | ---------------------- | ------
|                                        |  | (Dollars in Thousands)
|Three months or less                    |  | $                      | 10,975
|Over three months through twelve months |  |                        | 28,545
|Over twelve months                      |  |                        | 10,602
|                                        |  |                        |       
|Total                                   |  | $                      | 50,122
|                                        |  |                        |       



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RETURN ON ASSETS AND STOCKHOLDERS EQUITY

The following rate of return information for the year indicated is presented below.



|                           |  |                        |   |  |       |  
|-------------------------- |  | ---------------------- | - |  | ----- | -
|                           |  | Year EndedDecember 31, |  
|                           |  | 2005                   |   |  | 2004  |  
|Return on assets (1)       |  | 1.05                   | % |  | 1.08  | %
|Return on equity (2)       |  | 13.21                  | % |  | 12.66 | %
|Dividend payout ratio (3)  |  | 5.79                   | % |  | 6.62  | %
|Equity to assets ratio (4) |  | 7.97                   | % |  | 8.51  | %



|(1) | Net income divided by average total assets.
|--- | -------------------------------------------



|(2) | Net income divided by average equity.
|--- | -------------------------------------



|(3) | Dividends declared per share of common stock divided by net income per share.
|--- | -----------------------------------------------------------------------------



|(4) | Average equity divided by average total assets.
|--- | -----------------------------------------------

CONTRACTUAL OBLIGATIONS

The Company and the Bank have various contractual obligations that they must fund as part of their normal
operations. The following table discloses aggregate information about their contractual obligations and the periods in which payments are due. The amounts and time periods are measured from December 31, 2005.



|                                                                                |  |                                       |       |                  |   |           |  |           |    |                   |   |   |  |   |      
|------------------------------------------------------------------------------- |  | ------------------------------------- | ----- | ---------------- | - | --------- |  | --------- | -- | ----------------- | - | - |  | - | -----
|                                                                                |  | Payments due by period (in Thousands)
|                                                                                |  | Total                                 |       | Less than 1 year |   | 1-3 years |  | 3-5 years |    | More than 5 years
|Long-Term Debt                                                                  |  | $                                     | 3,000 |                  | $ | 0         |  | $         | 0  |                   | $ | 0 |  | $ | 3000 
|Capital Lease Obligations                                                       |  |                                       | 0     |                  |   | 0         |  |           | 0  |                   |   | 0 |  |   | 0    
|Operating Lease Obligations                                                     |  |                                       | 39    |                  |   | 18        |  |           | 18 |                   |   | 3 |  |   | 0    
|Other Long-Term Liabilities Reflected on the Companys Balance Sheet under GAAP |  |                                       | 36    |                  |   | 0         |  |           | 0  |                   |   | 0 |  |   | 36   
|                                                                                |  |                                       |       |                  |   |           |  |           |    |                   |   |   |  |   |      
|Total                                                                           |  | $                                     | 3,075 |                  | $ | 18        |  | $         | 18 |                   | $ | 3 |  | $ | 3,036
|                                                                                |  |                                       |       |                  |   |           |  |           |    |                   |   |   |  |   |      



29



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##### Table of Contents

|ITEM 7. | FINANCIAL STATEMENTS
|------- | --------------------

The following
consolidated financial statements of the Company and its subsidiary, together with the Report of Independent Registered Public Accounting Firm thereon, are included as Exhibit 99.1 hereto and are incorporated herein by reference.

Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements

Consolidated Balance Sheets as of December 31, 2005 and 2004

Consolidated Statements of Income for the years ended December 31, 2005 and 2004

Consolidated
Statements of Comprehensive Income for the years ended December 31, 2005 and 2004

Consolidated Statements of Stockholders
Equity for the years ended December 31, 2005 and 2004

Consolidated Statements of Cash Flows for the years ended December 31,
2005 and 2004

Notes to Consolidated Financial Statements



|ITEM 8. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|------- | ------------------------------------------------------------------------------------

During the past two years, the Company did not change accountants nor have any disagreements with its accountants on any matters of accounting principles
or practices or financial statement disclosure.



|ITEM 8A. | CONTROLS AND PROCEDURES
|-------- | -----------------------

As of the end of
the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and the Principal Financial and Accounting Officer, of the design and operation of our disclosure
controls and procedures. Based on this evaluation, our Chief Executive Officer and Principal Financial and Accounting Officer concluded that our disclosure controls and procedures are effective.



|ITEM 8B. | OTHER INFORMATION
|-------- | -----------------

Not applicable.



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##### Table of Contents

PART III



|ITEM 9. | DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
|------- | ---------------------------------------------------------------------------------------------------------------

Upon written request, a copy of the Companys Code of Ethics shall be furnished to shareholders without charge. Please direct your requests to Ann Bledsoe, Newnan
Coweta Bancshares, Inc., 145 Millard Farmer Industrial Boulevard, Newnan, Georgia 30263.

The information appearing under the heading Election of
Directors Executive Officers, Section 16(a) Beneficial Ownership Reporting Compliance and Corporate Governance and Board Matters in the Companys Definitive Proxy Statement to be filed with the
Securities and Exchange Commission pursuant to Regulation 14A within 120 days of the end of the fiscal year covered by this Annual Report (the 2006 Proxy Statement) relating to the annual meeting of shareholders of the Company, expected
to be held in June 2006, is incorporated herein by reference.



|ITEM 10. | EXECUTIVE COMPENSATION
|-------- | ----------------------

The information
appearing under the heading Compensation of Executive Officers and Directors in the 2006 Proxy Statement is incorporated herein by reference.



|ITEM 11. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|-------- | ----------------------------------------------------------------------------------------------

The information appearing under the heading Ownership of Common Stock in the 2006 Proxy Statement is incorporated herein by reference.



|ITEM 12. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
|-------- | ----------------------------------------------

The information appearing under the caption Related Party Transactions in the 2006 Proxy Statement is incorporated herein by reference.



|ITEM 13. | EXHIBITS
|-------- | --------



|(a) | The following exhibits are filed as a part of or incorporated by reference in this report:
|--- | ------------------------------------------------------------------------------------------



|
|



|            |  |                                                                                                                                                                                                                                                                                   
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                       
|2.1         |  | Reorganization Agreement dated April 12, 2001 by and among the Registrant, Newnan Coweta Bank and Newnan Interim Corporation (filed as Exhibit 2.1 to the Registrants Form 8-K12g3
previously filed with the Commission on October 11, 2001 and incorporated herein by reference)
|            | 
|3.1         |  | Articles of Incorporation of the Company (filed as Exhibit 3.1 to the Registrants Form 8-K12g3 previously filed with the Commission on October 11, 2001 and incorporated herein by
reference)                                                                                    
|            | 
|3.2         |  | Bylaws of the Company, as amended (filed as Exhibit 3.2 to the Registrants Form 8-K12g3 previously filed with the Commission on October 11, 2001 and incorporated herein by
reference)                                                                                           
|            | 
|10.1        |  | 2001 Incentive Stock Option Plan (filed as Exhibit 10.1 of Registrants Form 10-KSB previously filed with the Commission on March 29, 2002 and incorporated herein by
reference)*                                                                                                 
|            | 
|10.2        |  | Employment Agreement of James B. Kimsey (filed as Exhibit 6.2 to the Registrants Form 10-SB previously filed with the Commission on April 30, 2001 and incorporated herein by
reference)*                                                                                        
|            | 
|16          |  | Letter on changes in certifying accountant (filed as Exhibit 16.1 to the Registrants Current Report on Form 8-K/A previously filed with the Commission on April 17, 2003 and incorporated
herein by reference)                                                                   
|            | 
|21          |  | Subsidiaries of the Registrant                                                                                                                                                                                                                                                    
|            | 
|23          |  | Consent of McNair, McLemore, Middlebrooks & Co., LLP                                                                                                                                                                                                                              



31



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##### Table of Contents

|     |  |                                                                             
|---- |  | ----------------------------------------------------------------------------
|31.1 |  | Certificate of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|     | 
|31.2 |  | Certificate of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|     | 
|32.1 |  | Certificate of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|     | 
|32.2 |  | Certificate of CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|     | 
|99.1 |  | Consolidated Financial Statements                                           



|* | Denotes a management contract or compensatory plan or arrangement.
|- | ------------------------------------------------------------------



|ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES
|-------- | --------------------------------------

The
information appearing under the heading Independent Public Accountants in the 2006 Proxy Statement is incorporated herein by reference.



32



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##### Table of Contents

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant
has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



NEWNAN COWETA BANCSHARES, INC.(Registrant)By:

/s/ James B. KimseyJames B. KimseyPresident and Chief Executive OfficerDate: March 29, 2006


In accordance with the Exchange Act, 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/ James B. Kimsey                                            |  |  |  | Date: March 29, 2006
|James B. Kimsey, President,                                    |  |  |  |                     
|Chief Executive Officer and Director                           |  |  |  |                     
|[Principal Executive Officer]                                  |  |  |  |                     
|                                                               |  | 
|/s/ Ann B. Bledsoe                                             |  |  |  | Date: March 29, 2006
|Ann B. Bledsoe,                                                |  |  |  |                     
|Chief Financial Officer                                        |  |  |  |                     
|[Principal Financial Officer and Principal Accounting Officer] |  |  |  |                     
|                                                               |  | 
|/s/ Robert E. Cordle                                           |  |  |  | Date: March 29, 2006
|Robert E. Cordle, Director                                     |  |  |  |                     
|                                                               |  | 
|/s/ Joe S. Crain, Jr.                                          |  |  |  | Date: March 29, 2006
|Joe S. Crain, Jr., Director                                    |  |  |  |                     
|                                                               |  | 
|/s/ Douglas T. Daviston                                        |  |  |  | Date: March 29, 2006
|Douglas T. Daviston, Director                                  |  |  |  |                     
|                                                               |  | 
|/s/ Otis F. Jones                                              |  |  |  | Date: March 29, 2006
|Otis F. Jones, Director                                        |  |  |  |                     
|                                                               |  | 
|/s/ David LaGuardia                                            |  |  |  | Date: March 29, 2006
|David LaGuardia, Director                                      |  |  |  |                     
|                                                               |  | 
|/s/ Bob B. Mann, Jr.                                           |  |  |  | Date: March 29, 2006
|Bob B. Mann, Jr., Director                                     |  |  |  |                     
|                                                               |  | 
|/s/ Theo D. Mann                                               |  |  |  | Date: March 29, 2006
|Theo D. Mann, Director                                         |  |  |  |                     



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##### Table of Contents

|                                    |  |  |  |                      
|----------------------------------- |  |  |  | ---------------------
|                                    |  | 
|/s/ Dennis H. McDowell, II          |  |  |  | Date: March 29, 2006 
|Dennis H. McDowell, II, Director    |  |  |  |                      
|                                    |  | 
|/s/ J. Walker Moody                 |  |  |  | Date: March 29, 2006 
|J. Walker Moody, Director           |  |  |  |                      
|                                    |  | 
|/s/ James Van S. Mottola            |  |  |  | Date: March 29, 2006 
|James Van S. Mottola                |  |  |  |                      
|Director & Chairman of the Board    |  |  |  |                      
|                                    |  | 
|/s/ Melvin Samuels                  |  |  |  | Date : March 29, 2006
|Melvin Samuels, Director            |  |  |  |                      
|                                    |  | 
|/s/ Donald L. Sprayberry, Jr.       |  |  |  | Date: March 29, 2006 
|Donald L. Sprayberry, Jr., Director |  |  |  |                      
|                                    |  | 
|/s/ Jennifer J. Thomasson           |  |  |  | Date: March 29, 2006 
|Jennifer J. Thomasson, Director     |  |  |  |                      
|                                    |  | 
|/s/ Woodie T. Wood                  |  |  |  | Date: March 29, 2006 
|Woodie T. Wood, Director            |  |  |  |