UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 AMENDMENT NO. 1

                                       TO

                                   FORM 10-QSB

(Mark One)
[X]
    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

For the quarterly period ended March 31, 2005
                                   --------------

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________________ to ______________________

Commission File Number:   000-51234
                          ---------

                            NORTH PENN BANCORP, INC.
                            ------------------------
        (Exact name of small business issuer as specified in its charter)

         Pennsylvania                                             20-1882440
         ------------                                             ----------
(State or other jurisdiction of                                 (IRS Employer
Incorporation or organization)                               Identification No.)

                      216 Adams Avenue, Scranton, PA 18503
                      ------------------------------------
                    (Address of principal executive offices)

                                 (570) 344-6113
                                 --------------
                           (Issuer's telephone number)

              (Former name, former address and former fiscal year
                         if changed since last report)

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 [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practical date: none

Transitional Small Business Disclosure Format  (Check One):  Yes [ ] No [X]


<PAGE>

PART I.  FINANCIAL INFORMATION

         Item 1.  Financial Statements.

                  Condensed Consolidated Balance Sheets
                  at March 31, 2005 and December 31, 2004

                  Condensed Consolidated Statements of Income
                  for the three months ended March 31, 2005 and 2004

                  Condensed Consolidated Statements of Cash Flows for
                  the three months ended March 31, 2005 and 2004

                  Notes to Unaudited Condensed Consolidated Financial Statements

         Item 2.  Management's Discussion and Analysis or Plan of Operation.

         Item 3.  Controls and Procedures.

PART II  OTHER INFORMATION

         Item 1.  Legal Proceedings.

         Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

         Item 3.  Defaults Upon Senior Securities.

         Item 4.  Submission of Matters to a Vote of Security Holders.

         Item 5.  Other Information.

         Item 6.  Exhibits and Reports on Form 8-K.

<PAGE>

                                EXPLANATORY NOTE

         North Penn Bancorp, Inc. (the "Company") has filed this Amended
Quarterly Report on Form 10-QSB/A in order to include use of proceeds under Part
II, Item 2. The use of proceeds described herein is consistent with the use of
proceeds described in the Company's prospectus and does not represent a material
change thereto.


         North Penn Bancorp, Inc. (the "Company") was organized on November 22,
2004 in anticipation of the mutual holding company reorganization of North Penn
Bank. After completion of the reorganization, the Company will become the state
chartered mid-tier stock holding company of the Bank and will own all of the
Bank's capital stock. The Company is not currently an operating company and,
therefore, the information presented in this report is for the Bank and its
subsidiary.

ITEM I.  FINANCIAL STATEMENTS

                     NORTH PENN BANCORP, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
                                                        March 31, 2005   December 31, 2004
                                                        --------------   -----------------
                                                          (Unaudited)       (Audited)
                                                                  (In thousands)
<S>                                                        <C>              <C>
ASSETS:
Cash and due from banks                                    $  1,167         $    719
Interest bearing deposits                                       344              940
                                                           --------         --------
Total cash and cash equivalents                               1,511            1,659
Investment securities, available for sale                    17,198           22,967
Investment securities, held to maturity
       (fair value 2005, $500; 2004, $503                       500              498
Equity securities at cost, substantially restricted             543              786
Loans, net of allowance for loan losses                      64,042           60,829
Bank premises and equipment - net                             2,705            2,713
Accrued interest receivable                                     508              529
Cash surrender value of life insurance                        1,960            1,817
Deferred income taxes                                           354              291
Other assets                                                  1,080              908
Foreclosed assets                                                88                0
                                                           --------         --------
TOTAL ASSETS                                                 90,489           92,997
                                                           ========         ========

LIABILITIES:
Deposits:
Non-interest bearing deposits                                 3,850            4,127
Interest bearing demand deposits                             28,006           30,190
Interest bearing time deposits                               44,558           43,025
                                                           --------         --------
     Total deposits                                          76,414           77,342
Other borrowed funds                                          5,900            7,375
Accrued interest and other liabilities                          467              527
                                                           --------         --------
TOTAL LIABILITIES                                            82,781           85,244

EQUITY
Unappropiated retained earnings                               4,887            4,796
Appropriated retained earnings                                2,952            2,952
Accumulated other comprehensive income                         (132)               5
TOTAL EQUITY                                                  7,708            7,753
                                                           --------         --------
TOTAL LIABILITIES AND EQUITY                               $ 90,489         $ 92,997
                                                           ========         ========
</TABLE>

                                       1
<PAGE>

                     NORTH PENN BANCORP, INC. AND SUBSIDIARY
                   UNAUDITED CONSOLIDATED STATEMENT OF INCOME
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
                                 (In thousands)

                                                            2005         2004
                                                          -------      -------
INTEREST INCOME
Interest on loans                                         $   961      $   777
Interest and dividends on investments                         239          389
                                                          -------      -------
     Total interest income                                  1,200        1,166
INTEREST EXPENSE
Interest on deposits                                          396          430
Interest on borrowed funds                                     88           78
                                                          -------      -------
     Total interest expense                                   484          508

                                                          -------      -------
NET INTEREST INCOME                                           716          658

PROVISION FOR LOAN LOSSES                                      15            0

                                                          -------      -------
NET INTEREST INCOME
       AFTER PROVISION FOR LOAN LOSSES                        701          658
                                                          -------      -------

OTHER INCOME
Service charges on deposit accounts                            50           35
Other income                                                   40           51
Gain on sale of securities                                      4            4
                                                          -------      -------
     TOTAL OTHER INCOME                                        94           90

OTHER EXPENSE
Salaries and employee benefits                                377          346
Occupancy and equipment expense                               116          132
Other expenses                                                156          164
                                                          -------      -------
     TOTAL OTHER EXPENSE                                      649          642

                                                          -------      -------
INCOME BEFORE INCOME TAXES                                    146          106

INCOME TAX EXPENSE (BENEFIT)                                   54           (8)

                                                          -------      -------
NET INCOME                                                     92          114

OTHER COMPREHENSIVE INCOME (LOSS):
Unrealized holding (loss) gain arising during period,
 net of income tax                                           (136)          52
                                                          -------      -------
COMPREHENSIVE INCOME                                      $   (44)     $   166
                                                          =======      =======

                                       2
<PAGE>

                     NORTH PENN BANCORP, INC. AND SUBSIDIARY
                (UNAUDITED) CONSOLIDATED STATEMENT OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                       2005         2004
                                                                     -------      -------
<S>                                                                  <C>          <C>
Operating Activities:
Net income                                                           $    92      $   114
Items not requiring (providing) cash
  Depreciation                                                            40           62
  Provision for loan losses                                               15            0
   Increase in cash surrender value of life insurance                    (18)         (17)
  Net realized (gain) loss on securities                                  (4)          (4)
  Changes in:
    Accrued interest income and other assets                             (98)        (261)
    Accrued interest expense and other liabilities                      (107)          48
                                                                     -------      -------
      Net Cash Used In Operating Activities                              (80)         (58)
                                                                     -------      -------

Investing Activities:
  Purchase bank premises and equipment                                   (32)         (51)
  Purchase of securities "available for sale"                           (291)        (385)
  Sales of securities "available for sale"                             4,428        1,254
  Redemptions of securities "available for sale"                         915        1,421
  Purchase of mortgage-backed securities "available for sale"                      (1,251)
  Redemptions of mortgage-backed securities "available for sale"         513          468
  Purchase of life insurance policies                                   (125)
  Net (purchase) sale of restricted stock                                243           54
  Net decrease (increase) in loans to customers                       (3,316)      (2,038)
                                                                     -------      -------
    Net Cash Provided by (Used) In Investing Activities                2,335         (528)
                                                                     -------      -------

Financing Activities:
  Increase (decrease) in deposits before interest credited              (928)        (503)
  Increase (decrease) in borrowed funds                               (1,475)
                                                                     -------      -------
    Net Cash Used In Financing Activities                             (2,403)        (503)
                                                                     -------      -------
Net Decrease In Cash and Cash Equivalents                               (148)      (1,089)
                                                                     -------      -------

Cash and Cash Equivalents, January 1                                   1,659        3,068
                                                                     -------      -------
Cash and Cash Equivalents, March 31                                  $ 1,511      $ 1,979
                                                                     =======      =======

Supplementary Schedule of Cash Flow Information:
  Cash paid during the period for:
    Interest                                                         $    68      $    82
    Income taxes                                                          36            2

  Non-cash investing and financing activities:
    Unrealized gains (losses) on securities                          $  (199)     $    79
</TABLE>

                                       3
<PAGE>

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

       1.     NATURE OF OPERATIONS AND SUMMARY OF
              SIGNIFICANT ACCOUNTING POLICIES

              NATURE OF OPERATIONS

              The Company was organized on November 22 2004 to be the holding
              company for the Bank. North Penn Bank (formerly "North Penn
              Savings and Loan Association") operates from four offices under a
              state savings bank charter and provides financial services to
              individuals and corporate customers primarily in Northeastern
              Pennsylvania. The Bank's primary deposit products are savings and
              demand deposit accounts and certificates of deposit. Its primary
              lending products are real estate and consumer loans.

              On June 19, 2003, the Pennsylvania Department of Banking approved
              the Bank's conversion from a Pennsylvania State-chartered mutual
              savings association to a Pennsylvania State-chartered mutual
              savings bank and subsequent name change.

              The accounting policies of North Penn Bank and Norpenco, Inc.
              (sometimes collectively referred to herein as the "Bank") conform
              with accounting principles generally accepted in the United States
              of America and with general practice within the banking industry.
              A description of the significant accounting policies is presented
              below.

              PRINCIPLES OF CONSOLIDATION

              The financial statements of the North Penn Bank have been
              consolidated with those of its wholly-owned subsidiary, Norpenco,
              Inc., eliminating intercompany accounts. Norpenco, Inc. is used by
              the Bank to make equity investments in other banking companies.

              BASIS OF PRESENTATION

              The unaudited consolidated financial statements have been prepared
              in accordance with generally accepted accounting principals for
              interim financial information. In the opinion of management, all
              adjustments that are of a normal recurring nature and are
              considered necessary for a fair presentation have been included.
              They are not, however, necessarily indicative of the results of
              consolidated operations for a full year.

              USE OF ESTIMATES

              The preparation of financial statements in conformity with
              accounting principles generally accepted in the United States of


                                       4
<PAGE>

              America requires management to make estimates and assumptions that
              affect the reported amounts of assets and liabilities and
              disclosure of contingent assets and liabilities at the date of the
              financial statements and the reported amounts of revenue and
              expenses during the reporting period. Actual results could differ
              from those estimates.

              Material estimates that are particularly susceptible to
              significant change relate to the determination of the allowance
              for loan losses on loans and the valuation of real estate acquired
              in connection with foreclosures or in the satisfaction of loans.
              In connection with the determination of the allowances for losses
              on loans and foreclosed real estate, management periodically
              obtains independent appraisals for significant properties.

              INVESTMENT SECURITIES

              The Bank's investments in securities are classified in two
              categories and accounted for as follows:

                  Securities Held-to-Maturity. Bonds, notes and debentures for
                  which the Bank has the positive intent and ability to hold to
                  maturity are reported at cost, adjusted for amortization of
                  premiums and accretion of discounts.

                  Securities Available-for-Sale. Securities available-for-sale
                  consist of bonds, notes, debentures and equity securities not
                  classified to be held-to-maturity and are carried at fair
                  value with unrealized holding gains and losses, net of tax,
                  reported as a separate component of other comprehensive income
                  until realized.

              Purchase premiums and discounts are recognized in interest income
              on the straight-line basis over the terms of the securities, which
              approximates the interest method. Declines in the fair value of
              held-to-maturity and available-for-sale securities below their
              cost that are deemed to be other than temporary are reflected in
              earnings as realized losses. Gains and losses on the sale of
              securities are recorded on the trade date and are determined using
              the specific identification method and are reported as other
              income in the statement of income.

              The amortized cost and fair value of investment securities at
              March 31, 2005 and December 31, 2004 are as follows:

                                       5
<PAGE>

                               AVAILABLE-FOR-SALE
                                 MARCH 31, 2005
                                 (In thousands)
<TABLE>
<CAPTION>
                                                               Gross           Gross
                                             Amortized       Unrealized      Unrealized         Fair
                                                Cost            Gains          Losses           Value
            -------------------------------------------------------------------------------------------
<S>                                         <C>              <C>            <C>             <C>
            U.S. Agency securities          $     2,545      $        4     $     (43)      $     2,342
            Mortgage-backed securities            7,796                          (178)            7,781
            Municipal securities                    550                           (11)              539
            Other securities                      5,941              37            (8)            5,970
                                            -----------      ----------     ---------       -----------
               Total debt securities             16,832              41          (240)           16,633
            Equity securities                       565              16           (16)              565
                                            -----------      ----------     ---------       -----------
              Total Available for Sale      $    17,397      $       57     $    (256)      $    17,198
                                            ===========      ==========     =========       ===========
</TABLE>

                                HELD-TO-MATURITY
                                 MARCH 31, 2005
                                 (In thousands)
<TABLE>
<CAPTION>
                                                               Gross           Gross
            March 31, 2005                   Amortized       Unrealized      Unrealized         Fair
            (in thousands)                      Cost            Gains          Losses           Value
            -------------------------------------------------------------------------------------------
<S>                                         <C>              <C>            <C>             <C>
            Municipal securities            $       500                                             500
                                            -----------      -----------    -----------     -----------
              Total Available for Sale      $       500      $              $               $       500
                                            ===========      ===========    ===========     ===========
</TABLE>

                               AVAILABLE-FOR-SALE
                                DECEMBER 31, 2004
                                 (In thousands)
<TABLE>
<CAPTION>
                                                               Gross           Gross
                                             Amortized       Unrealized      Unrealized         Fair
                                                Cost            Gains          Losses           Value
            -------------------------------------------------------------------------------------------
<S>                                         <C>              <C>            <C>             <C>
            U.S. Agency securities          $     2,385      $       --     $     (35)      $     2,350
            Mortgage-backed securities           10,882              10          (116)           10,776
            Municipal securities                    875               1            (3)              873
            Other securities                      8,544             143            (1)            8,686
                                            -----------      ----------     ---------       -----------
                 Total debt securities           22,686             154          (155)           22,865
            Equity securities                       273              11            (2)              282
                                            -----------      ----------     ---------       -----------
              Total Available for Sale      $    22,959      $      165     $    (157)      $    22,967
                                            ===========      ==========     =========       ===========
</TABLE>

                                HELD-TO-MATURITY
                                DECEMBER 31, 2004
                                 (In thousands)
<TABLE>
<CAPTION>
                                                               Gross           Gross
            December 31, 2004                Amortized       Unrealized      Unrealized         Fair
            (in thousands)                      Cost            Gains          Losses           Value
            -------------------------------------------------------------------------------------------
<S>                                         <C>              <C>            <C>             <C>
            Municipal securities            $       498               6                             504
                                            -----------      ----------     -----------     -----------
              Total Available for Sale      $       498      $        6     $               $       504
                                            ===========      ==========     ===========     ===========
</TABLE>


                                       6
<PAGE>

              The gross fair value and unrealized losses of the Bank's
              investments, aggregated by investment category and length of time
              that individual securities have been in a continuous unrealized
              loss position at March 31, 2005 is as follows:
<TABLE>
<CAPTION>
                                   Less than 12 months       12 months or longer            Total
                                   -------------------       -------------------            ------
                                    Fair      Unrealized      Fair        Unrealized    Fair    Unrealized
                                    Value       Losses        Value         Losses      Value     Losses
            ----------------------------------------------------------------------------------------------
<S>                                <C>        <C>          <C>           <C>          <C>       <C>
            U.S. Agencies          $   990    $      (10)  $    1,352    $    (33)    $ 2,342   $      (43)
            Mortgage-backed          5,419          (141)       2,199         (37)      7,618         (178)
            Municipal                  265            (5)         274          (6)        539          (11)
            Other securities         2,003            (8)                               2,003           (8)
            Equity securities          303           (16)                               2,003          (16)
                                   -------    ----------   ----------    --------     -------   ----------
                                   $ 8,980    $     (180)  $    3,825    $    (76)    $12,805   $     (256)
                                   =======    ==========   ==========    ========     =======   ==========
</TABLE>

         The Bank invests in debt securities of the U.S. government, U.S.
         agencies, U.S. sponsored agencies, obligations of states and political
         subdivisions and corporate obligations. Changes in market value of all
         debt securities can result from changes in interest rates. Changes in
         credit quality can affect securities of states and political
         subdivisions and corporate obligations. The changes in market value of
         the debt securities held by the Bank have been due to changes in
         interest rates, and because the Bank has the ability these investments
         until maturity, the Bank does not consider these investments to be
         other-than-temporarily impaired at March 31, 2005.

         The Bank invests in equity securities of other banks through its
         subsidiary, Norpenco, Inc. Management has evaluated the near-term
         prospects of the issuers with unrealized losses, in relation to the
         severity and duration of the impairment. Based on that evaluation, and
         the Bank's ability to hold these stocks for a reasonable period of time
         sufficient for a forecasted recovery of fair value, the management does
         not consider these investments to be other-than-temporarily impaired at
         March 31, 2005.

         LOANS

                                                    March 31,  December 31,
                                                      2005        2004
                                                    ---------  ------------
                                                       (In thousands)

            Real estate mortgages:
              Construction and land development     $   919     $ 2,030
              Residential, 1 - 4 family              34,342      32,743
              Residential, multi-family                 251         256
                                                    -------     -------
                 Total real estate mortgages         35,102      35,029

            Commercial                               20,182      17,136
            Consumer                                  9,365       9,595
                                                    -------     -------
                  Total loans                        64,990      61,760
            Allowance for loan loss                     948         931
                                                    -------     -------
                 Total loans, net                   $64,042     $60,829
                                                    =======     =======

                                       7
<PAGE>

              Loans are stated at the principal amount outstanding, net of any
              unearned income, deferred loan fees and the allowance for loan
              losses. Interest on mortgage and commercial loans is calculated at
              the time of payment based on the current outstanding balance of
              the loan. Interest on consumer loans is recognized on the simple
              interest method.

              The allowance for loan losses is increased by charges to income
              and decreased by charge-offs (net of recoveries). Management's
              periodic evaluation of the adequacy of the allowance is based on
              the bank's past loan loss experience, known and inherent risks in
              the portfolio, adverse situations that may affect the borrower's
              ability to pay, the estimated value of any underlying collateral
              and current economic conditions.

              Uncollectable interest on loans that are contractually past due 90
              days or more is credited to an allowance established through
              management's periodic evaluation. The allowance is established by
              a charge to interest income equal to all interest previously
              accrued, and income is subsequently recognized only to the extent
              that cash payments are received until, in management's judgment,
              the borrower's ability to make periodic interest and principal
              payments is back to normal, in which case the loan is returned to
              accrual status.

              OTHER BORROWINGS

              The Bank has a line of credit agreement with the Federal Home Loan
              Bank of Pittsburgh for short term borrowings varying from one day
              to three years. Advances on this line must be secured by
              "qualifying collateral" as defined in the agreement and bear
              interest at fixed or variable rates as determined at the date
              advances are made. The line expires in June, 2005. At March 31,
              2005, the Bank borrowed $900 in overnight funds.

              The Bank also has a $5,000 term loan at a fixed rate of 6.19%,
              which was issued in July of 2000, and matures July of 2010. The
              loan requires monthly interest payments, with the principal due at
              maturity.

                                       8
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS.

FORWARD-LOOKING INFORMATION

         In addition to historical information, this Report on Form 10-QSB may
include certain forward-looking statements based on current management
expectations. The Company's actual results could differ materially from those
management expectations. Factors that could cause future results to vary from
current management expectations include, but are not limited to general economic
conditions, legislative and regulatory changes, monetary and fiscal policies of
the federal government, changes in tax policies, rates and regulation of
federal, state and local tax authorities, changes in interest rates, deposit
flows, the cost of funds, demand for loan products, demand for financial
services, competition, changes in the quality of competition, changes in the
quality or composition of the Company's loan or investment portfolios, changes
in accounting principles, policies or guidelines, and other economic,
competitive, governmental and technological factors affecting the Company's
operations, markets, products, services and prices.

FINANCIAL CONDITION

All amounts presented are in thousands, except ratios.

Our total assets decreased $2,554 from $92,997 at December 31, 2004 to $90,443
at March 31, 2005, or 3%. The decline was primarily in investment securities.
Investment securities decreased $5,767 from $23,465 at December 31, 2005 to
$17,698 at March 31, 2005, or 25%. Investment securities decreased primarily to
fund an increase in loans and a decline in other borrowings. The decrease was in
securities "available for sale". The decrease included $4,516 in sales of
securities, $243 in maturities and $513 in principal payments on mortgage-backed
securities.

Net loans increased $3,213, or 5%, from $60,829 at December 31, 2004 to $64,042
at March 31, 2005, mainly due to an increase in commercial loans. The Bank has
been increasing its commercial loan portfolio to diversify its loan portfolio
and reduce its exposure to the interest rate risk associated with residential
mortgages.

The allowance for loan loss was $948 at March 31, 2005, compared to $931 at
December 31, 2004. We recorded $15 in loan loss provision for the three months
ended March 31, 2005. During this period, the Bank had no loans charged-off and
collected $2 in payments on loans previously charged off. Management assesses
the adequacy of the allowance for loan losses based on evaluating known and
inherent risks in the loan portfolio and upon management's continuing analysis
of the factors underlying the quality of the loan portfolio. While management
believes that, based on information currently available, the allowance for loan
losses is sufficient to cover losses inherent in its loan portfolio at this
time, no assurance can be given that the level of the allowance for loan losses
is sufficient to cover future possible loan losses incurred by the Bank or that
future adjustments to the allowance for loan losses will not be necessary if
economic and other conditions differ substantially from the economic and other


                                       9
<PAGE>

conditions used by management to determine the current level of the allowance
for loan losses. Management may in the future increase the level of the
allowance for loan losses as a percentage of total loans and non-performing
loans in the event it increases the level of commercial or consumer lending as a
percentage of its total loan portfolio. In addition, various regulatory
agencies, as an integral part of their examination process, periodically review
the allowance for loan losses. Such agencies may require the Bank to provide
additions to the allowance based upon judgments different from management.

Non-performing loans, which are loans past due 90 days or more and non-accruing
loans, totaled $763 at March 31, 2005, compared to $1,357 at December 31, 2005.
The reduction was $575 in residential mortgages and $19 in consumer loans. The
ratio of the Bank's allowance for loan losses to total loans was 1.46% at March
31, 2005 and 1.51% at December 31, 2004.

Total deposits decreased $928 or 1% from $77,342 at December 31, 2005 to $76,414
at March 31, 2005. Non-interest bearing deposits declined by $277 or 7%,
interest bearing demand deposits declined $2,184 or 7%, while time deposits
increased $1,533 or 4%. The changes in the accounts are primarily due to
seasonal fluctuations.

Other borrowings decreased $1,475 from $7,375 at December 31, 2004 to $5,900 at
March 31, 2005, due to reductions in overnight borrowings from the Federal Home
Loan Bank of Pittsburgh.

RESULTS OF OPERATIONS

COMPARISON OF THE THREE MONTH PERIODS ENDED MARCH 31, 2005 AND 2004

Net income totaled $92 for the three months ended March 31, 2005 compared to
$114 for the three months ended March 31, 2004, a decrease of $22, or 19%. Net
income decreased primarily due to income tax expense of $54 in 2005, compared to
an income tax benefit of $8 in 2004. The tax benefit was due to an over payment
from the previous year.

Interest income increased $34 or 3%, to $1,200 in 2005, compared to $1,166 in
2004. Interest on loans increased $184 or 24%, from $777 in 2004 to $961 in
2005, due to higher loan volume. Interest on investments decreased $150, or 39%
due to lower balances of investments.

Interest expense decreased $24, or 5%, from $508 in 2004 to $484 in 2005.
Interest on deposits decreased $34, or 8%, from $430 in 2004 to $396 due to the
roll-off of higher rate time deposits. Interest on borrowed funds increased $10,
or 13%, due to overnight borrowings.

Net interest income increased $58 or 9% from $658 in 2004, to $716 in 2005.

                                       10
<PAGE>

Other income increased $4, from $90 in 2004, to $94 in 2005. Other expenses
increased $7 from $642 in 2004 to $649 in 2005. Salaries and employee benefits
increased $31 or 9%, from $346 in 2004, to $377 in 2005, while occupancy and
equipment expense decreased $16, or 12% from $132 in 2004, to $116 in 2005, and
other expenses decreased $8 or 5%, from $164 in 2004 to $156 in 2005.

LIQUIDITY AND CAPITAL RESOURCES

The Bank's primary sources of funds are deposits, principal and interest
payments on loans, FHLB advances and proceeds from mortgage loan sales. While
maturities and scheduled amortization of loans are predictable sources of funds,
deposit flows and mortgage prepayments are greatly influenced by general
interest rates, economic conditions, and competition. The Bank's regulators
require the Bank to maintain sufficient liquidity to ensure its safe and sound
operation.

A review of the Consolidated Statement of Cash Flows included in the
accompanying financial statements shows that the Bank's cash and cash
equivalents decreased $148 for the three months ended March 31, 2005. During
that period, cash was primarily provided from sales and redemptions of
securities, deposits in other banks and earnings. During the period, cash was
used primarily to fund loans to customers, a decrease in customer's deposits and
a decrease in borrowed funds.

At March 31, 2005 and December 31, 2004, the Bank exceeded all of its regulatory
capital requirements as indicated in the following table.
<TABLE>
<CAPTION>
                                                             March 31, 2005   December 31, 2004
                                                             --------------   -----------------
                                                                   (Dollars in Thousands)
<S>                                                             <C>             <C>
Tier 1 capital:
    Equity, less unrealized gains or losses                     $ 7,839         $ 7,744
Tier 2 capital:
     Loan loss reserves includable in Tier 2                        801             803
Total risk-based capital                                          8,637           8,547

Risk-adjusted assets (including off-balance sheet items)         90,646          92,686
Tier 1 capital ratio (4.00% required)                              8.64%           8.35%
Total  risked-based capital ratio (8.00% required)                12.26%          12.07%
Tier 1 leverage ratio                                             13.53%          13.32%
</TABLE>

RELATED PARTIES

The Company does not have any material transactions involving related persons or
entities, other than traditional banking transactions, which are made on the
same terms and conditions as those prevailing at the time for comparable
transactions with unrelated parties.

                                       11
<PAGE>

ITEM 3.       CONTROLS AND PROCEDURES.

The Company's management, including the Company's principal executive officer
and principal financial officer, have evaluated the effectiveness of the
Company's "disclosure controls and procedures," as such term is defined in Rule
13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended,
(the "Exchange Act"). Based upon their evaluation, the principal executive
officer and principal financial officer concluded that, as of the end of the
period covered by this report, the Company's disclosure controls and procedures
were effective for the purpose of ensuring that the information required to be
disclosed in the reports that the Company files or submits under the Exchange
Act with the Securities and Exchange Commission (the "SEC") (1) is recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms, and (2) is accumulated and communicated to the Company's
management, including its principal executive and principal financial officers,
as appropriate to allow timely decisions regarding required disclosure.

PART II - OTHER INFORMATION

ITEM 1.       LEGAL PROCEEDINGS.

The Company is not involved in any pending legal proceedings other than routine
legal proceedings occurring in the ordinary course of business. Such routine
legal proceedings, in the aggregate, are believed by management to be immaterial
to the Company's financial condition or results of operations.

ITEM 2.       UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

USE OF PROCEEDS

     1.   The effective date of the Securities Act statement for which the use
          of proceeds information is being disclosed is December 10, 2004. The
          Commission file number assigned to the registration statement is
          333-121121.

     2.   The offering was commenced on March 28, 2005.

     3.   The offering was not terminated before any securities were sold.

     4.   (i) The offering terminated upon the completion of the sale of Company
              common stock in the minority stock issuance.

          (ii)   Ryan, Beck & CO. served as the managing underwriter for the
                 Company's minority stock issuance.

          (iii)  As part of the Company's minority stock issuance, it registered
                 common stock, par value $0.10 per share.

          (iv)   The amount of shares registered in the minority stock issuance
                 was 636,863. The aggregate price of the offering amount
                 registered was $6,368,630. The Company sold a total of 636,863
                 shares of its common stock at an aggregate offering price of
                 $6,368,630.

          (v)    From the effective date of the Securities Act registration
                 statement to the ending of the reporting period, the Company
                 incurred $654,000 in expenses in connection with the issuance
                 and distribution of the securities registered for underwriting
                 discounts and commissions, finders' fees, expenses paid to or
                 for underwriters, other expenses and total expenses. The
                 payments were direct payments to others persons, not directors,
                 officers, general partners of the Company or their associates,
                 persons owning 10% or more of any class of equity securities of
                 the Company or to affiliates of the Company.

          (vi)   The net offering proceeds from the minority stock issuance were
                 not finalized as of March 31, 2005.

          (vii)  From March 28, 2005 to March 31, 2005, the Company did not
                 receive or use any of the net offering proceeds.

                                                                 Amount of Net
                                 Activity                          Proceeds
                 ----------------------------------------------   ----------

                 Net Offering Proceeds                                    --

                 Construction of Plant, Building and Facilities           --
                 Purchase and Installation of Machinery and
                 Equipment                                                --
                 Purchase of Real Estate                                  --
                 Acquisition of Other Business(es)                        --
                 Repayment of Indebtedness                                --
                 Working Capital                                          --
                 North Penn Bank                                          --
                 North Penn Mutual Holding Company                        --
                 North Penn Charitable Foundation                         --
                 North Penn Bank Employee Stock Ownership
                 Plan Loan                                                --
                 Dividends Paid                                           --
                                                                          --
                                                                 -----------

                 Proceeds Remaining at North Penn Bancorp, Inc.           --
                                                                 ===========


          (viii) The use of proceeds described above is consistent with the use
                 of proceeds described in the Company's prospectus and does not
                 represent a material change thereto.


ITEM 3.       DEFAULTS UPON SENIOR SECURITIES.

None.

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

None.

ITEM 5        OTHER INFORMATION.

None

                                       12
<PAGE>

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K.

EXHIBITS

3.1      Certificate of Incorporation of North Penn Bancorp, Inc.*

3.2      By-laws of North Penn Bancorp, Inc.*

4.1      Specimen Stock Certificate of North Penn Bancorp, Inc.*

11.1     Statement re: computation of per share earnings: None

31.1     Rule 13a-14(a) /15d-14(a) Chief Executive Officer Certification

31.1     Rule 13a-14(a) /15d-14(a) Chief Financial Officer Certification

32.1     Section 1350 Certification of Chief Executive Officer

32.2     Section 1350 Certification of Chief Financial Officer

FORM 8-K

April 11, 2005     Announcement of the resignation of John B. Errico, the
                   Company's Controller and Principal Accounting Officer.

April 21, 2005     Press Release announcing the appointment of Philip O. Farr
                   as Senior Vice President and Chief Financial Officer.

May 4, 2005        Press Release announcing Depositor approval of Plan of
                   Mutual Holding Company Reorganization.

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

*   Incorporated herein by reference into this document from Form SB-2
    Registration Statement, as amended, filed on December 10, 2004,
    Registration No. 333-121121.

                                       13
<PAGE>

                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be so signed on its behalf by the undersigned, thereunto duly
authorized.

                                          North Penn Bancorp, Inc

Dated:  March 29, 2006                     /s/   Frederick L. Hickman
        --------------                     --------------------------
                                          Frederick L. Hickman
                                          President and
                                          Chief Executive Officer

Dated:  March 29, 2006                    /s/   Philip O. Farr
        --------------                    --------------------------
                                          Philip O. Farr
                                          Senior Vice President and
                                          Chief Financial Officer

                                       14