(1) Includes an option to purchase up to 12,000 shares to be granted to Mr. Anderson.

The business experience of each of the directors and executive officers is described below.

Phillip W. Moery has served as the Distinguished Callaway Professor of Economics and Finance at Brenau University in Gainesville, Georgia, since 1989. Dr. Moery is the Vice-Chairman of the Atlanta Economics Foundation, past president of the Atlanta Economics Club. Dr. Moery holds a Ph.D. in economics from the George Washington University in Washington, DC.

Gary H. Anderson was an organizer, founding Director, President and CEO of Southern Heritage Bank in Oakwood, Hall County, Georgia, from 1997 to April 2000 and served as City Vice President of SunTrust Bank of Northeast Georgia, Gainesville, from 1981-1996. Overall, he has over 26 years of banking and lending experience in Hall County, Georgia. Mr. Anderson is a graduate of Gainesville College and The C & S Commercial Lending School.

Ann M. Palmour has been the owner of Palmour Properties, a real estate development company, since 1976. She has also served as Vice President of Cycle Products, a family owned motorcycle dealership, since 1997. She has been a member of the Junior League of Hall County for ten years and currently holds the position of Sustainer.

Paula M. Allen has been a principal of Allen & Associates, Inc., a real estate investment and management company, since 1973. She has served as President of Advance Study Club, Gateway Garden Club and North Georgia Doll Collectors' Club.

J. Darwin Allison, Jr. has served as President and Chief Executive Officer of A-1 Vaccinating, Inc., a poultry vaccinating company, since 1980. He is also a part owner of a real estate development company.

Shelley Palmour Anderson has served as President and been the owner of Shelley Palmour Insurance Agency, a State Farm insurance agency since 1990. She has served as a Trustee for the Gainesville College Foundation, Board member of the Quinlan Art Center and Associate Director and Ambassador for the Greater Hall Chamber of Commerce.

Kathy L. Cooper has served as the President of Cooper Family Enterprises, which owns and operates two poultry operations, a cattle farm, a Christmas tree farm/trim shop, a grading company and several multi-family rental properties, since 1985.

Anne L. Davenport has served as Vice President of Matthews Printing Company, a fifty-one year old commercial offset printing company, since 1984. She serves on the Board of Directors of the local American Heart Association of Hall County and on the Advisory Board to Prevent Child Abuse in Gainesville.

Gilbert T. Jones, Sr. has owned Great Southern Resource & Investment, Inc., a development and construction company, since 1985, retiring from active management in 1994. He has been semi-retired since 1994 but is still active in farming and investments. He has a LL.B. from the Woodrow Wilson College of Law.

Our Board of Directors will establish the committees described below and may add additional committees as are necessary. The members of each committee will be the same for NBG Bank as they are for us.

• The Asset and Liability Management Committee will provide guidance to NBOG and NBG Bank in balancing the yields and maturities in loans and investments to deposits. The committee will be comprised of members of the Board of Directors and the officers. The Chairman will be selected by the Board of Directors.
• The Audit and Compliance Committee will recommend to the Board of Directors the independent public accountants to be selected to audit NBOG's and NBG Bank's annual financial statements and will approve any special assignments given to the independent public accountants. The Audit and Compliance Committee also reviews the planned scope of the annual audit, any changes in accounting principles, and the effectiveness and efficiency of NBOG's and NBG Bank's internal accounting staff. Additionally, the Audit and Compliance Committee will provide oversight to NBOG's and NBG Bank's compliance with regulatory rules and regulations, including the Community Reinvestment Act. The committee will be comprised of members of the Board of Directors. The Chairman will be selected by the Board of Directors.
• The Compensation Committee will establish remuneration levels for officers of NBOG and NBG Bank, review management organization and development, review significant employee benefit programs, and establish and administer executive compensation programs, including, at the Board's discretion, the 2000 Stock Option Plan as described below. The committee will be comprised of members of the Board of Directors. The Chairman will be selected by the Board of Directors.
• The Loan Committee will review any loan request made by a potential borrower over a certain credit threshold for compliance with NBG Bank's lending policies and federal and state rules and regulations governing extensions of credit and decide whether to extend credit to the potential borrower. The committee will be comprised of members of the Board of Directors. The Chairman will be selected by the Board of Directors.

NBOG's Articles of Incorporation contain a provision which, in accordance with Georgia law, eliminates or limits the personal liability of directors to NBOG and its shareholders for monetary damages for certain breaches of their duty of care or other duty. This provision provides that a director will not be personally liable for monetary damages for a breach of his or her duty of care or other duty as a director, except for liabilities for:

• any appropriation, in violation of the director's duties, of any business opportunity of NBOG;
• acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
• authorization of improper dividends or redemptions; or
• any transaction from which the director derived an improper personal benefit.

Liability for monetary damages remains unaffected by that provision if liability is based on any of these grounds. Liability for monetary damages for violations of Federal securities laws would also remain unaffected. The provision does not eliminate a director's fiduciary duty, nor does it preclude a shareholder from pursuing injunctive or other equitable remedies. The provision was prompted in part by adverse changes in the cost and availability of director and officer liability insurance and by a concern that corporations would encounter difficulties in attracting and retaining qualified directors. We believe this provision in is essential to maintain and improve our ability to attract and retain competent directors.

We are advised that, insofar as indemnification of directors, officers and controlling persons for liabilities arising under the Securities Act of 1933, and the rules and regulations thereunder, that type of indemnification is against public policy and is, therefore, unenforceable.

As stated below, Gary H. Anderson, our Chief Executive Officer and President and sole employee, has been receiving a salary only since August 1, 2000.

The initial term of Mr. Anderson's employment commenced on September 1, 2000, and will continue until August 31, 2005. At the end of the initial term of employment and at the end of each succeeding twelve-month period, the agreement will be extended for a successive twelve-month period unless either party provides notice of his or its intent not to extend the agreement. If this offering is unsuccessful and we abandon our organizational efforts, neither we nor NBG Bank will have any further obligations under the agreement. Mr. Anderson also may be terminated by NBG Bank and NBOG for "cause" (as defined in the agreement) and upon Mr. Anderson's death or "complete disability" (as defined in the agreement).

If Mr. Anderson is terminated other than for cause, we will be required to pay the compensation due under the agreement for a period of twelve months. In case Mr. Anderson's employment is terminated (other than for cause) within the first year after the occurrence of a change of control of NBG Bank, Mr. Anderson will be entitled to twelve months salary. If his employment is terminated (other than for cause) at a date which is more than one year after a change of control, Mr. Anderson will be entitled to twelve months salary for each year of employment with us, not to exceed three (3) years. Mr. Anderson will be prohibited from being employed in the banking business within Gainesville and Hall County for a period of twelve months from the date of termination for cause and six months from the date of termination for other than cause.

The directors of NBOG and NBG Bank will not be compensated separately for their services as directors until net profits of NBOG and NBG Bank exceed our net losses since inception on a cumulative basis.

The organizers, who comprise our Board of Directors, intend to subscribe for 87,500 shares in this offering. They may, but are not obligated to, purchase additional shares if it is necessary to complete the minimum offering. Shares purchased in this offering by directors are being purchased for investment purposes and not for resale.

In recognition of the risk of loss to the directors of their equity investment and having to repay the pre-opening loan if the offering is not successful, as well as an incentive for them to serve as directors, each director will receive one warrant for each share purchased. Each warrant will entitle the organizer to purchase, at any time within ten years from the date NBG Bank opens for business, an additional share at $10.00 per share.

The warrants are not immediately exercisable. The right to exercise the warrants will vest for one-third (1/3) of the shares covered by the warrants on each anniversary of the date NBG Bank opened for business so long as the organizer has served continuously as a director of NBOG and NBG Bank from its opening until the particular anniversary and has attended a minimum of 75% of the Board of Directors meetings during the period. However, all the warrants will become vested upon the change in control of NBG Bank, or a sale by NBG Bank of all or substantially all its assets. Whether the grant of warrants will occur at all, and the terms of the warrants, are still to be approved by the FDIC. One of the conditions for FDIC's approval is likely to be that NBOG has the right, upon notice from any regulatory authority, to require immediate exercise or forfeiture of the warrants if, in the Board of Directors' opinion, the exercise is reasonably necessary in order to inject additional capital into NBG Bank.

The organizers will have received the warrants as consideration for taking financial risks and for serving as directors without compensation until NBG Bank is profitable. We anticipate that the organizers will be involved in the offering; however, the number of warrants to which each organizer becomes entitled will not be based on the number of shares sold by the organizer in the offering, but on the number of shares purchased by the organizer in the offering. Accordingly, the warrants should not be construed as compensation to the organizers for purposes of Rule 3a4-1 under the Securities Exchange Act.

NBOG's 2000 Stock Option Plan provides us with the flexibility to grant the stock incentives described in this section of the prospectus to key employees, officers and directors of NBOG and NBG Bank for the purpose of giving them a proprietary interest in, and to encourage them to remain in the employ of, NBOG or NBG Bank. The Board of Directors has reserved for issuance under the plan that number of shares which is equal to 20% of the shares sold in this offering. The number of shares reserved for issuance may change in the event of a stock split, recapitalization, or similar event as described in the plan. The Board of Directors has the authority to amend, suspend or terminate the plan at any time.

Our Board of Directors will administer the plan; however, the Board may delegate administration to its Compensation Committee. (In that event, the Board will consider the standards contained in both Section 162(m) of the Internal Revenue Code of 1986, as currently in effect, and Rule 16b-3 under the Securities Exchange Act of 1934, as currently in effect, when appointing members to the Compensation Committee.) The Board or, as the case may be, the Compensation Committee, will have the authority to grant awards under the plan, and to adopt, amend and repeal such administrative rules, guidelines and practices relating the plan as it will deem advisable.

The plan permits the Board (or its delegate) to grant stock options to eligible persons on an individual basis to purchase common stock of the Company. The Board (or its delegate) determines, within the limits of the plan, the number of shares of common stock to be covered by each option, the exercise price and the conditions and limitations applicable to the exercise of each option. A holder of a stock option generally may not transfer such option during his or her lifetime, except as the Board (or its delegate) may otherwise determine.

The plan provides for incentive stock options and non-qualified stock options. The Board (or its delegate) will determine whether an option is an incentive stock option or a non-qualified stock option when it grants the option, and the option will be evidenced by a stock option agreement describing the material terms of the option. The Board (or its delegate) will establish the exercise price at the time it grants each option, and it will specify the terms and conditions of the option in the option agreement.

The terms of particular stock option awards may provide that they terminate, among other reasons, upon the holder's termination of employment or other status with NBOG or NBG Bank, upon a specified date, upon the holder's death or disability, or upon the occurrence of a change in control of us. Stock option awards may grant exercise, conversion, or settlement rights to a holder's estate or personal representative if the holder dies or becomes disabled. The Board (or its delegate) will determine the effect on an option of the disability, death, retirement, authorized leave of absence or other change in the employment or other status of a participant.

The plan provides for a substitution of outstanding options with options issued by the acquiring company in case NBOG is acquired in a merger, consolidation or share exchange. Unless the terms of the particular stock option award provide otherwise, all outstanding options become immediately exercisable upon the occurrence of certain "change in control" events, including if any such event is also a merger, consolidation or share exchange in which NBOG is the acquired company.

The plan is subject to approval by our shareholders at our next Annual Meeting.

We anticipate that our directors and officers, and the businesses and other organizations with which they are associated, will have banking transactions in the ordinary course of business with NBG Bank. It will be the policy ofNBG Bank that any loans or other commitments to those persons or entities will be made in accordance with applicable law and on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons or entities of similar standing. All future transactions with affiliates will be on terms no less favorable than could be obtained from an unaffiliated third party and must be approved by a majority of directors including a majority of disinterested directors.

In addition, each loan by NBG Bank to any officer, director or controlling person of NBG Bank or any of its affiliates may be made only in compliance with the following conditions:

The loan

• will be evidenced by a promissory note naming NBG Bank as payee and will contain an annual percentage rate which is reasonably comparable to that normally charged to non-affiliates by other commercial lenders for similar loans made in NBG Bank's locale;
• will be repaid according to appropriate amortization schedules and contain default provisions comparable to those normally used by other commercial lenders for similar loans made to non-affiliates in NBG Bank's locale;
• will be made only if credit reports and financial statements, or other reasonable investigation appropriate in light of the nature and terms of the loan and which meet the loan policies normally used by other commercial lenders for similar loans made to non-affiliates in NBG Bank's locale, show the loan to be collectible and the borrower a satisfactory credit risk;
• and the purpose of the loan and the disbursement of proceeds are reviewed and monitored in a manner comparable to that normally used by other commercial lenders for similar loans made I the Bank NBG Bank's locale.

On September 29, 2000, we entered into an agreement with Southeast Financial Holdings, Inc. ("SFHI") pursuant to which SFHI will render consulting services to us in connection with the offering. Under this agreement, we will pay SFHO an initial fee of $5,000, payable at the inception, and a monthly fee of $15,000 for each month, beginning on October 23, 2000, of the agreement's duration, and will reimburse SFMHI for reasonable expenses incurred in connection with its services, not to exceed $500 per month. The term of this agreement is one month, but may be extended at our discretion.

On May 31, 2000, we entered into a consulting agreement with Bank Resources, Inc. Under the consulting agreement, Bank Resources, Inc. has assisted in the preparation of the charter application and the application for FDIC deposit insurance for NBG Bank. It has also prepared the business plan and policies and procedures manual for NBG Bank. Bank Resources, Inc. will also assist in the preparation of NBOG's and NBG Bank's applications to the Federal Reserve and the Georgia Department.

Under the consulting agreement, we will have paid Bank Resources, Inc. the aggregate of $42,500 in fees, as of the opening of NBG Bank for business.

Our Articles of Incorporation authorize us to issue up to 50,000,000 shares of common stock, no par value, of which up to 1,000,000 shares will be issued pursuant to this offering. As of the date of this prospectus, up to 200,000 shares of common were reserved for issuance upon the exercise of stock options to be issued under the 2000 Stock Option Plan and 87,500 shares of common stock will be reserved for issuance upon the exercise of the warrants to be issued to the organizers. Prior to the offering of the common stock pursuant to this prospectus, there will have been only two holders of the outstanding shares of NBOG common stock, Gary H. Anderson and Philip W. Moery.

All shares of common stock will be entitled to share equally in dividends from legally available funds, when and if declared by the Board of Directors. Upon our voluntary or involuntary liquidation or dissolution, all shares of common stock will be entitled to share equally in all of our assets that are available for distribution to the shareholders. We do not anticipate that we will pay any cash dividends on the common stock in the near future. Each holder of common stock will be entitled to one vote for each share on all matters submitted to the shareholders. Holders of common stock will not have any right to acquire our authorized but unissued capital stock whenever we issue new shares of capital stock. No cumulative voting, redemption, sinking fund, or conversion rights or provisions apply to the common stock. All shares of the common stock issued in the offering will be fully paid and non-assessable.

No public trading market currently exists for our common stock and we do not believe a public trading market is likely to develop for our common stock. We are not obligated and we do not intend currently to apply for quotation of our common stock on the NASDAQ stock market or for listing of our common stock on any national securities exchange.

Our Articles of Incorporation also authorize our Board of Directors to issue up to 10,000,000 shares of preferred stock, no par value. The Board of Directors may determine the terms of the preferred stock. Preferred stock may have voting, dividend, conversion, exchange, redemption, and other rights, subject to applicable law and determination by the Board of Directors. We have not issued any preferred stock. We will not issue preferred stock to the organizers except on the same terms as it is offered to all other existing shareholders or to new shareholders. Although we have no present plans to issue any preferred stock, ownership and control by the holders of the common stock would be diluted if we were to issue preferred stock that had voting rights.

The existence of preferred stock could impede a takeover of us without the approval of our shareholders. This is because the Board of Directors could issue shares of preferred stock to persons friendly to current management, which could render more difficult or discourage any attempt to gain control of us through a proxy contest, tender offer, merger, or otherwise. In addition, the issuance of shares of preferred stock with voting rights could adversely affect the rights of the holders of common stock and, in certain circumstances, issuances of preferred stock could decrease the market price of the common stock.

The provisions of NBOG's Articles of Incorporation and Bylaws described below will have an "anti-takeover" effect. We believe that the provisions described below are prudent and will reduce our vulnerability to takeover attempts and certain other transactions that may not be negotiated with and approved by the Board of Directors. We believe that it is in the best interest of NBOG and our shareholders to encourage potential acquirers to negotiate directly with the Board and that these provisions will encourage negotiations and discourage hostile takeover attempts. It is also our view that these "anti-takeover" provisions should not discourage persons from proposing an acquisition or other transaction at prices reflective of the true value of NBOG that is in the best interest of all shareholders. To be sure, the Board of Directors has a fiduciary obligation to act in the best interest of the shareholders and NBOG in determining corporate action without regard to these provisions.

Our Board of Directors is divided into three classes that must be as close to equal in size as possible. The members of each class serve three-year terms with each class being elected in successive years. Our Bylaws provide that the size of the Board of Directors, within the seven to twenty-one member range specified in the Articles of Incorporation, may be increased or decreased only by a majority vote of the directors then in office. The Articles of Incorporation provide that any vacancies occurring on the Board of Directors, including a vacancy created by an increase in the number of directors, shall be filled for the remainder of the unexpired term only by a majority vote of the directors then in office.

Our Articles of Incorporation provide that no director may be removed except for cause and then only by the vote of holders of at least two-thirds of the outstanding voting stock entitled to vote. However, if two-thirds of the directors then in office approve the removal, then the vote of the holders of only a majority of the outstanding voting stock is required to remove a director.

Our Articles of Incorporation provide that a special meeting of shareholders may be called by the Chairman of the Board, by a majority vote of the directors then in office or by the holders of at least 25% of the outstanding voting stock.

Our Articles of Incorporation provide that the vote of holders of at least two-thirds of the outstanding voting stock is required to approve certain mergers, consolidations or dispositions of assets of NBOG or any of its subsidiaries. However, if the proposed transaction is approved by the vote of at least two-thirds of the directors then in office, then the vote of holders of only a majority of the outstanding voting stock is required to approve the transaction.

Our Articles of Incorporation authorize the alteration, amendment or repeal of certain Articles by the affirmative vote of holders of at least two-thirds of the outstanding voting stock. However, if the proposed action is approved by a vote of at least two-thirds of the directors then in office, then the vote of holders of only a majority of the outstanding voting stock of the Company is required to approve the action. The alteration, amendment or repeal of other Articles requires approval by the holders of only a majority of the outstanding voting stock.

Our Articles of Incorporation provide that the Bylaws may be altered, amended or repealed, or new Bylaws adopted, by the Board of Directors or the shareholders at a duly constituted meeting. This action by the Board of Directors requires the vote of two-thirds of directors then in office. This action by the shareholders requires the affirmative vote of holders of at least two-thirds of the outstanding voting stock.

The preferred stock, which could be issued in one or more series and with appropriate voting, conversion or other rights, could discourage possible acquirers from making a tender offer or other attempt to gain control of us.

Upon completion of the maximum offering, 1,000,000 shares of our common stock will be issued and outstanding. These shares of common stock will be freely tradable without restriction, except that our "affiliates" must comply with the resale limitations of Rule 144 under the Securities Act of 1933, as currently in effect. Rule 144 defines an "affiliate" of a company as a person who directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the company. Affiliates of a company generally include its directors, officers, and principal shareholders. A total of 87,500 shares will be owned directly or indirectly by our affiliates upon completion of the offering and will be eligible for public sale pursuant to Rule 144.

Purchasers of common stock in this offering or on the open market may resell those shares immediately, although our affiliates will be subject to the volume and other limitations of Rule 144. In general, under Rule 144, as currently in effect, affiliates will be entitled to sell within any three month period a number of shares that does not exceed the greater of one percent of the outstanding shares of common stock or the average weekly trading volume during the four calendar weeks preceding his or her sale. Sales under Rule 144 are also subject to certain manner of sale provisions, a notice requirement, and the availability of current public information about us. Affiliates will not be subject to the volume restrictions and other limitations under Rule 144 beginning 90 days after their status as an affiliate terminates.

We intend to issue warrants to purchase up to a total of 87,500 shares of common stock. We also intend to grant options to purchase up to a total of 200,000 (assuming the maximum offering is sold) shares of common stock under our 2000 Stock Option Plan. We do not intend to register the shares issuable upon exercise of warrants and options granted under the plan. As a result, these shares will be restricted and will be eligible for resale in the public market without restriction after a one-year holding period and subject to the requirements of Rule 144 as such requirements apply to persons who are not our affiliates and to persons who are then our affiliates, as the case may be.

Prior to the offering, there has been no public market for the common stock, and we cannot predict the effect, if any, that the sale of shares or the availability of shares for sale will have on the market price prevailing from time to time. Nevertheless, sales of substantial amounts of common stock in the public market could adversely affect prevailing market prices and our ability to raise equity capital in the future.

We are in the process of becoming a registered bank holding company subject to regulation by the Federal Reserve under the Bank Holding Company Act of 1956, as currently in effect. We are required to file financial information with the Federal Reserve periodically and are subject to periodic examination by the Federal Reserve.

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

• it may acquire direct or indirect ownership or control of more than 5% of the voting shares of any bank that it does not already control;
• it or any of its non-bank subsidiaries may acquire all or substantially all of the assets of a bank; and
• it may merge or consolidate with any other bank holding company.

In addition, a bank holding company is generally prohibited from engaging in, or acquiring, direct or indirect control of the voting shares of any company engaged in non-banking activities. This prohibition does not apply to activities found by the Federal Reserve, by order or regulation, to be so closely related to banking or managing or controlling banks as to be a proper incident thereto. Some of the activities that the Federal Reserve has determined by regulation or order to be closely related to banking are: making or servicing loans and certain types of leases; performing certain data processing services; acting as fiduciary or investment or financial advisor; providing brokerage services; underwriting bank eligible securities; underwriting debt and equity securities on a limited basis through separately capitalized subsidiaries; and making investments in corporations or projects designed primarily to promote community welfare.

We must also register and file periodic information with the Georgia Department. As part of this registration, the Georgia Department requires information regarding our financial condition, operations, management, and inter-company relationships and the financial condition, operations, management, and inter-company relationships of our subsidiary banks. The Georgia Department may also require other information that is necessary to insure that provisions of Georgia law and the regulations and orders issued by the Georgia Department of Banking and Finance have been complied with, and the Georgia Department of Banking and Finance may examine us and our subsidiary banks.

We are an "affiliate" of NBG Bank under the Federal Reserve Act which imposes certain restrictions on

• loans by NBG Bank to us,
• NBG Bank's investment in our stock or securities,
• NBG Bank's taking the stock or securities of an "affiliate" as collateral for loans by NBG Bank to a borrower and
• NBG Bank's purchase of assets from us.

Further, a bank holding company and its subsidiaries are prohibited from engaging in certain tie-in arrangements in connection with any extension of credit, lease or sale of property, or furnishing of services.

The Bank will be a national bank chartered under the National Bank Act and will be subject to the supervision of, and is regularly examined by, the Office of the Comptroller of the Currency. The Office of the Comptroller of the Currency regulates or monitors all areas of NBG Bank's operations and activities, including reserves, loans, mergers, issuance of securities, payments of dividends, interest rates, and establishment of branches. Interest and certain other charges collected or contracted for by NBG Bank are also subject to state usury laws or federal laws concerning interest rates. A bank can be held liable for any loss incurred by, or reasonably expected to be incurred by, the FDIC in connection with the default of a commonly-controlled institution.

The Bank will be insured by the FDIC. The major functions of the FDIC with respect to insured banks include paying depositors to the extent provided by law if an insured bank is closed without adequate provisions having been made to pay claims of depositors, acting as a receiver of state banks placed in receivership when appointed receiver by state authorities, and preventing the development or continuance of unsound and unsafe banking practices.

We are a legal entity separate and distinct from NBG Bank. The principal source of our revenues will be dividends that NBG Bank pays to us as its sole shareholder. Statutory and regulatory limitations apply to NBG Bank's payment of dividends to us, as well as to our payment of dividends to our shareholders.

As a national bank, NBG Bank is required by federal law to obtain the prior approval of the Office of the Comptroller of the Currency for payments of dividends if the total of all dividends declared by the Board of Directors in any year will exceed

• the total of NBG Bank's net profits (as defined and interpreted by regulation) for that year, plus
• NBG Bank's retained net profits (as defined and interpreted by regulation) of the preceding two years, less any required transfers to surplus.

The payment of dividends by NBOG and NBG Bank may also be affected or limited by other factors, such as the requirement to maintain adequate capital above regulatory guidelines. In addition, if, in the opinion of the applicable regulatory authority, a bank under its jurisdiction is engaged in or is about to engage in an unsafe or unsound practice (which, depending upon the financial condition of the bank, could include the payment of dividends), the authority may require, after notice and hearing, that the bank cease and desist from the unsafe or unsound practice. The Federal Reserve and the Office of the Comptroller of the Currency have issued policy statements that provide that bank holding companies and insured banks should generally only pay dividends out of current operating earnings. In addition to the formal statutes and regulations, regulatory authorities consider the adequacy of a bank's total capital in relation to its assets, deposits and such items. Capital adequacy considerations could further limit the availability of dividends to NBG Bank.

The results of operations of NBG Bank are affected by credit policies of monetary authorities, particularly the Federal Reserve. The instruments of monetary policy employed by the Federal Reserve include open market operations in U.S. government securities, changes in the discount rate on bank borrowings, and changes in reserve requirements against bank deposits. In view of changing conditions in the national economy and in the money markets, as well as the effect of actions by monetary and fiscal authorities, including the Federal Reserve, no prediction can be made as to possible future changes in interest rates, deposit levels, loan demand or the business and earnings of NBG Bank.

The Office of the Comptroller of the Currency and the Federal Reserve have implemented risk-based rules for assessing bank and bank holding company capital adequacy. These regulations establish minimum capital standards in relation to assets and off-balance sheet exposures as adjusted for credit risk. Banks and bank holding companies are required to have

• a minimum level of total capital (as defined) to risk-weighted assets of 8%;
• a minimum Tier 1 Capital (as defined) to risk-weighted assets of 4%; and
• a minimum shareholders' equity to risk-weighted assets of 4%.

In addition, the Federal Reserve and the Office of the Comptroller of the Currency have established a minimum 3% leverage ratio of Tier 1 Capital to total assets for the most highly-rated banks and bank holding companies. "Tier 1 Capital" generally consists of common equity not including unrecognized gains and losses on securities, minority interests in equity accounts of consolidated subsidiaries and certain perpetual preferred stock less certain intangibles. The Federal Reserve and the Office of the Comptroller of the Currency will require a bank holding company and a bank, respectively, to maintain a leverage ratio greater than 3% if either is experiencing or anticipating significant growth or is operating with less than well-diversified risks in the opinion of the Federal Reserve or the Office of the Comptroller of the Currency. The Federal Reserve and the Office of the Comptroller of the Currency use the leverage ratio in tandem with the risk-based ratio to assess the capital adequacy of banks and bank holding companies. The capital adequacy standards also provide for the consideration of interest rate risk in the overall determination of a bank's capital ratio, requiring banks with greater interest rate risk to maintain greater capital for the risk.

In addition, NBG Bank is subject to the prompt corrective action provisions that Congress enacted as a part of the Federal Deposit Insurance Corporation Improvement Act of 1991. The "prompt corrective action" provisions set forth five regulatory zones in which all banks are placed largely based on their capital positions. Regulators are permitted to take increasingly harsh action as a bank's financial condition declines. Regulators are also empowered to place in receivership or require the sale of a bank to another depository institution when a bank's capital leverage ratio reaches 2%. Better capitalized institutions are generally subject to less onerous regulation and supervision than banks with lesser amounts of capital.

The Office of the Comptroller of the Currency and the Federal Reserve have adopted regulations implementing the prompt corrective action provisions of the Federal Deposit Insurance Corporation Improvement Act of 1991, which place financial institutions in the following five categories based upon capitalization ratios:

• a "well capitalized" institution has a total risk-based capital ratio of at least 10%, a Tier 1 risk-based ratio of at least 6% and a leverage ratio of at least 5%;
• an "adequately capitalized" institution has a total risk-based capital ratio of at least 8%, a Tier 1 risk-based ratio of at least 4% and a leverage ratio of at least 4%;
• an "undercapitalized" institution has a total risk-based capital ratio of under 8%, a Tier 1 risk-based ratio of under 4% or a leverage ratio of under 4%;
• a "significantly undercapitalized" institution has a total risk-based capital ratio of under 6%, a Tier 1 risk-based ratio of under 3% or a leverage ratio of under 3%; and
• a "critically undercapitalized" institution has a leverage ratio of 2% or less.

Institutions in any of the three undercapitalized categories would be prohibited from declaring dividends or making capital distributions. The Federal Reserve regulations also establish procedures for "downgrading" an institution to a lower capital category based on supervisory factors other than capital.

Dinur & Associates, P.C., Atlanta, Georgia will pass upon the validity of the shares of common stock offered by this prospectus.

Our financial statements as of August 31, 2000, and for the period from November 2, 1999 through August 31, 2000, included in this prospectus, have been examined by Francis & Company, CPA's, independent public accountants, as stated in their opinion, and have been so included in reliance upon the opinion, which has been rendered upon the authority of the firm as expert in accounting and auditing.

Upon the effective date of the Registration Statement on Form SB-2 that registers the shares of common stock offered by this prospectus with the Securities and Exchange Commission, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as currently in effect, which include requirements to file annual reports on Form 10-KSB and quarterly reports on Form 10-QSB with the Securities and Exchange Commission. This reporting obligation will exist for at least one year and will continue for successive fiscal years, except that these reporting obligations may be suspended for any subsequent fiscal year if, at the beginning of the year, the common stock is held of record by less than 300 persons.

At any time that we are not a reporting company, we will furnish our shareholders with annual reports containing audited financial information for each fiscal year on or before the date of the annual meeting of shareholders as required by Rule 80-6-1-.05 of the Georgia Department. NBOG's fiscal year ends on December 31. Additionally, we will also furnish other reports as it may determine to be appropriate or as otherwise may be required by law.

We have filed with the Securities and Exchange Commission a Registration Statement on Form SB-2 under the Securities Act or 1933, and the rules and regulations thereto, as currently in effect, with respect to the shares of common stock offered by this prospectus. This prospectus does not contain all of the information contained in the Registration Statement. For further information with respect to us and the common stock, we refer you to the Registration Statement and the exhibits to it. The Registration Statement may be examined and copied at the public reference facilities maintained by the Securities and Exchange Commission at Room 1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549 and at the regional offices of the Securities and Exchange Commission located at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and Seven World Trade Center, 13th Floor, New York, New York 10048. Copies of the Registration Statement are available at prescribed rates from the Public Reference Section of the Securities and Exchange Commission, Room 1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington, DC 20549. The Securities and Exchange Commission also maintains a Web site (htt p://www.sec.gov) that contains registration statements, reports, proxy and information statements and other information regarding registrants, such as NBOG, that file electronically with the Securities and Exchange Commission.

We have filed or will file various applications with the FDIC, the Federal Reserve, the Georgia Department, and the Office of the Comptroller of the Currency. These applications and the information they contain are not incorporated into this prospectus. You should rely only on information contained in this prospectus and in our related Registration Statement in making an investment decision. To the extent that other available information not presented in this prospectus, including information available from us and information in public files and records maintained by the FDIC, the Federal Reserve, the Georgia Department, and the Office of the Comptroller of the Currency, is inconsistent with information presented in this prospectus or provides additional information, that information is superseded by the information presented in this prospectus and should not be relied on. Projections appearing in the applications are based on assumptions that we believe are reasonable, but as to which we can make no assurances. We specifically disaffirm those projections for purposes of this prospectus and caution you against relying on them for purposes of making an investment decision.

To the Board of Directors
NBOG Bancorporation, Inc.
Gainesville, Georgia

We have audited the accompanying balance sheet of NBOG Bancorporation, Inc., Gainesville, Georgia (the "Company") a development stage enterprise, as of August 31, 2000 and the related statements of operations, changes in stockholders' equity and cash flows for the period from inception (November 2, 1999) to August 31, 2000. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of NBOG Bancorporation, Inc, as of August 31, 2000, and the results of its operations and its cash flows for the period from inception (November 2, 1999) to August 31, 2000, in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note I to the financial statements, the Company is in the organization stage and has not commenced operations. Also, as discussed in Note 2, the Company's future operations are dependent on obtaining capital through an initial stock offering and obtaining the necessary regulatory approvals. These factors and the expense associated with development of a new banking institution raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are described in Note 2. The financial statements do not include any adjustments relating to the recoverability of reported asset amounts or the amount of liabilities that might result from the outcome of this uncertainty.

/S/ Francis & Co., CPAs

Atlanta, Georgia
September 26, 2000

Refer to notes to the financial Statements

Refer to notes to the financial statements.

Refer to notes to the financial statements.

Refer to notes to the financial statements.

BOG Bancorporation, Inc., Gainesville, Georgia (the "Company") is a proposed one-bank holding company with respect to a de novo bank, The National Bank of Gainesville (In organization), Gainesville, Georgia (the "Bank"). Prior to the Company's incorporation on June 20, 2000, a group of organizers, on November 2, 1999 formed GSB LLC ("GSB") to facilitate in the initial process of organizing and forming both the Company and NBG Bank. On August 10, 2000, GSB merged with and into the Company. Accordingly, all assets, liabilities, rights, revenues and expenses acquired, incurred or undertaken by GSB from inception have been transferred to the Company. Consequently, all financial transactions undertaken by GSB from inception until August 10, 2000 are reflected in the Company's financial statements as of and for the period ended August 31, 2000.

The Company filed applications with the Office of the Comptroller of the Currency (the "OCC") to charter NBG Bank and with the Federal Deposit Insurance Corporation (the "FDIC") to insure deposits up to $100,000 per depositor. Once preliminary approvals on the above applications are obtained, applications for prior approval to form a bank holding company will be filed with the Federal Reserve Board (the "FRB"), and with the Georgia Department of Banking and Finance (the "GDBF").

The Company is authorized to issue up to 50.0 million shares of its no par value per share common stock ("Common Stock"). Each share is entitled to one vote and shareholders have no preemptive, cumulative voting or conversion rights. As of August 31, 2000, 20 shares of the Company's common stock have been subscribed to at $10.00 per share.

The Company is also authorized to issue of up to 10.0 million shares of Preferred Stock. The Company's Board of Directors may, without further action by the shareholders, direct the issuance of Preferred Stock for any proper corporate purpose with preferences, voting powers, conversion rights, qualifications, special or relative rights and privileges which could adversely affect the voting power or other rights of shareholders of Common Stock. As of August 31, 2000, there were no shares of the Company's Preferred Stock issued or outstanding.

The Company intends to file a Registration Statement on Form SB-2 with the Securities and Exchange Commission offering for sale a minimum of 625,000 and maximum of 1,000,000 shares of its no par value Common Stock (the "Offering"). The sales price for each share of Common Stock is $10.00. All subscription proceeds will be held by an Escrow Agent pending acceptance of subscriptions, completion of the Offering, and the receipt of preliminary approvals from the OCC, FDIC, FRB, and the GDBF. If the sale of the minimum (625,000) shares of Common Stock is not accomplished by the expiration date, as extended, all subscriptions will be canceled and all proceeds returned without interest to the subscribers. If the sale of the minimum (625,000) shares of Common Stock is accomplished and all preliminary regulatory approvals obtained, the Company will capitalize NBG Bank and commence banking operations.

The Company's Articles of Incorporation and Bylaws contain certain provisions that might be deemed to have potential defensive "anti takeover" effects. These certain provisions include: (i) provisions relating to persons authorized to call a special meeting of shareholders; (ii) the ability of the Board of Directors to issue additional shares of authorized Preferred Stock without shareholder approval, thus retaining the ability to dilute any potential acquirer attempting to gain control by purchasing Company stock; (iii) a staggered Board of Directors, limiting the ability to change the members of the Board in a timely manner; and (iv) a provision that requires two-thirds the shareholders to approve mergers and similar transactions, and amendments to the Articles of Incorporation and Bylaws.

NBOG Bancorporation, Inc,
(A Development Stage Enterprise)
Notes to Financial Statements
August 31, 2000

The Company is a development stage enterprise as defined by the Financial Accounting Standards Board Statement No. 7, "Accounting and Reporting by Development Stage Enterprises," as it devotes substantially all its efforts to establishing a new business, its planned principal operations have not commenced and there has been no significant revenue from the planned principal operations.

As of August 31, 2000, the Company had a $500,000 unsecured line of credit to fund its operations from inception (November 2, 1999) until all regulatory approvals are obtained and pending the successful completion of the Offering. As of August 31, 2000, the outstanding balance on the above line of credit is $91,500, the maturity date is July 20, 2001, and the variable interest rate is at prime less 1/2%. The above line of credit is unsecured but is guaranteed by members of the Board of Directors.

Management believes the current available borrowing on the Company's line of credit is adequate to fund the anticipated costs to be incurred by the Company during its development stage, but the funding of banking operations is dependent on obtaining regulatory approvals and the successful completion of the Offering. Also, should the Company exercise the option to acquire the undeveloped lot (more fully described under Note 4) prior to obtaining all regulatory approvals and successfully completing the Offering, it may borrow additional funds to acquire the above lot.

As stated under Note 1, in order to provide permanent funding for its operation, the Company plans to sell a minimum of 625,000 shares of its Common Stock at $10.00 per share in the Offering. Costs related to the organization and registration of the Company's Common Stock will be paid from the gross proceeds of the Offering. Should the Company fail to complete the minimum Offering, the sale of the Company's Common Stock will be terminated and amounts paid by subscribers with their subscriptions will be returned.

Basis of Accounting. The accounting and reporting policies of the Company conform to generally accepted accounting principles for a development stage enterprise. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets, liabilities, shareholders' equity (deficit) and net income (loss). Actual results may differ significantly from those estimates. The Company uses the accrual basis of accounting by recognizing revenues when they are earned and expenses in the period incurred, without regard to the time of receipt or payment of cash. The Company has adopted a fiscal year that ends on December 31, effective for the period ended December 31, 2000.

Organizational Expenses. Organizational costs are costs that have been incurred in the expectation that they will generate future revenues or otherwise benefit periods after the Company reaches the operating stage. Organizational costs generally include incorporation, legal and accounting fees incurred in connection with establishing the Company. In accordance with recent accounting pronouncements, all organizational expenses have been expensed when incurred.

Deferred Registration Costs. Deferred registration costs are deferred and incremental costs incurred by the Company in connection with the underwriting and issuance of its own Common Stock. Deferred registration costs do not include any allocation of salaries, overhead or similar costs. In a successful offering, deferred registration costs are deducted from the Company's Common Stock account. Registration costs associated with an unsuccessful offering are charged to operations in the period during which the offering is deemed unsuccessful.

Income Taxes. The Company will be subject to taxation whenever taxable income is generated. As of August 31, 2000, no income taxes had been accrued since no taxable income had been generated.

Basic (Loss) Per Share. Per share data for the period from inception, November 2, 1999 through August 31, 2000 is not included since no shares were outstanding as of August 31, 2000.

Statement of Cash Flows. The statement of cash flows was prepared using the indirect method. Under this method, net loss was reconciled to net cash flows from pre-operating activities by adjusting for the effects of current assets and short term liabilities.

In connection with the Company's formation and the organization of its subsidiary Bank, the Company entered into an agreement with a bank consulting firm to assist it in preparing and filing all applications with the regulatory authorities (OCC, FDIC, FRB, GDBF). The cost of the above services is estimated to approximate $42,500. The Company also engaged a law firm to prepare and file all organizational and incorporation papers, as well as prepare a Registration Statement on Form SB-2. An accounting firm was engaged as well to audit and express an opinion on the Company's financial statements as of and for the period ended August 31, 2000. The law firm as well as the accounting firm are compensated for services rendered based on time spent to perform the services and the hourly rates of personnel involved.

On June 1, 2000 the Company entered into a one-year agreement to lease an office space from which it currently operates. The rental fee is $670 per month. This is a related-party transaction as the owner of the office space serves on the Company's Board of Directors.

On August 22, 2000, the Company entered into an employment agreement (the "Agreement") with the president and chief executive officer (the "CEO") of both, the Company and NBG Bank. The Agreement is effective on September 1, 2000 and covers a period of five years. At the end of the initial term of employment and at the end of each succeeding twelve-month period, the Agreement will be extended for a successive twelve-month period unless either party provides notice of its intent not to extend the Agreement. The CEO %ill receive a salary of $ 1 00,000 per year through the remainder of calendar year 2000, $105,000 per year beginning January 1, 2001 and until NBG Bank opens for business, and $125,000 per year thereafter. For each year after NBG Bank becomes profitable, the CEO may receive a cash bonus subject to attainment of certain performance criteria. Additionally, the CEO was granted 12,000 options to acquire 12,000 shares of the Company's Common Stock at an exercise price of $10.00 per share or book value per share, whichever is greater. The options are exercisable equally over five years beginning with the first day of the fiscal year in which NBG Bank becomes cumulatively profitable. In the event the Offering is unsuccessful and the Company abandons its efforts in establishing NBG Bank, the Agreement is terminated without further obligations. The CEO may be terminated for "cause" or "complete disability", as defined in the Agreement. In the event the CEO is terminated other than for "cause", he is entitled to compensation for a period of twelve months. As of August 31, 2000, the CEO was paid approximately $8,333 for services rendered during calendar year 2000.

NBOG Bancorporation, Inc,
(A Development Stage Enterprise)
Notes to Financial Statements
August 31, 2000

In consideration of $11,325 paid to optionor (the seller), the Company executed an option agreement to purchase a 1.03 acres of undeveloped land for $225,000. If the Company purchases the above land, the $11,325 in consideration paid for the option will be applied to the purchase price. The option which expires on January 29, 2001, is contingent upon the successful rezoning of the property to "general business". The Company intends to construct its main banking office on the above property.

Members of the Board of Directors intend to subscribe for 87,500 shares of the Company's Common Stock. For each of the above shares acquired, members of the Board of Directors will receive a warrant. A warrant entitles its holder to purchase, at any time within ten years from the date NBG Bank opens for business, an additional share of the Company's Common Stock for $10.00. These warrants will vest for one-third (1/3) of the shares covered by the warrants on each anniversary of the date NBG Bank opened for business so long as the director has served continuously as a director of the Company/Bank from opening date until the particular anniversary and has attended a minimum of 75% of the Board's meetings. In the event of a change in control, the above warrants will vest immediately. The warrants may be subject to conditions imposed by the Company/Bank regulators.

The Board of Directors approved the proposal for the 2000 Stock Option Plan (the "Proposed Plan"), which Proposed Plan is subject to shareholders' approval at the next annual meeting. The maximum number of options in the Proposed Plan will not exceed twenty percent (20%) of all shares to be sold in this Offering. The Proposed Plan permits the Board to grant stock options to eligible persons (employees and members of the Board) subject to conditions imposed by the Board.

Please refer to Note 2 concerning the $500,000 line of credit guaranteed by members of the Board.

Please refer to Note 4 concerning the Agreement with the CEO.

Please refer to Note 4 concerning the lease agreement with a member of the Board.

Please refer to Note 1 concerning the merger of GSB with and into the Company.

The applications with the OCC to charter NBG Bank and with the FDIC to insure the deposits up to $100,000 per depositor were filed on September 25, 2000.

The option agreement to acquire the 1.03 acres on which the Company intends to construct its main banking facility was executed on September 11, 2000.