**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**FORM
      10-Q**





x
            Quarterly
                Report pursuant to Section 13 or 15 (d) of the Securities Exchange
                Act of
                1934 for the quarterly period ended March 31,
                2007





o
            Transition
                Report pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934 for the transition period from __________ to
                __________





Commission
      file number: 000-30805





**WGNB
      CORP.**


(Exact
      name of registrant as specified in its charter)





Georgia
            58-1640130(State
                of Incorporation)
            (I.R.S.
                Employer Identification No.)




201
      Maple
      Street


P.O.
      Box
      280


Carrollton,
      Georgia 30112


(Address
      of principal executive offices)





(770)
      832-3557


(Registrant’s
      telephone number, including area code)





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days. Yes x No  ̈





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
      one).





Large
                Accelerated filer ̈
            Accelerated
                filer ̈
            Non-accelerated
                filer x





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





Indicate
      the number of shares outstanding of each of the issuer’s classes of common
      stock, as of the latest practicable date:





Class
            Outstanding
                at May 14, 2007Common
                Stock, $1.25 par value
            5,003,790







**WGNB
      CORP.**





**INDEX
      TO FORM 10-Q**





**Item
                Number**
              **in
                Form 10-Q**
            
            **Description**
            
            **Page****Part
                One**
            
            **Financial
                Information**Item
                1.
            
            Financial
                StatementsConsolidated
                Balance Sheets as of March 31, 2007 and December 31, 2006
            
            2Consolidated
                Statements of Earnings for the Three Months ended March 31, 2007 and
                March 31, 2006
            
            3Consolidated
                Statements of Comprehensive Income for the Three Months ended March
                31, 2007 and March 31, 2006
            
            4Consolidated
                Statements of Cash Flows for the Three Months endedMarch
                31, 2007 and March 31, 2006
            
            5Notes
                to Consolidated Financial Statements
            
            7Item
                2.
            
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations
            
            10Item
                3.
            
            Quantitative
                and Qualitative Disclosures About Market Risk
            
            16Item
                4.
            
            Controls
                and Procedures
            
            17**Part
                Two**
            
            **Other
                Information**Item
                1.
            
            Legal
                Proceedings
            
            17Item
                1A.
            
            Risk
                Factors
            
            17Item
                2.
            
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            
            17Item
                3.
            
            Defaults
                Upon Senior Securities
            
            17Item
                4.
            
            Submission
                of Matters to a Vote of Security Holders
            
            17Item
                5.
            
            Other
                Information
            
            17Item
                6.
            
            Exhibits
            
            18Signatures
            
            19









**Part
      I - Financial Information**





**Item
      1.**   **Financial
      Statements**





The
      unaudited financial statements of WGNB Corp. (the “Company”) are set forth on
      the following pages. All adjustments have been made which, in the opinion of
      management, are necessary in order to make the financial statements not
      misleading.





**WGNB
      CORP.**


**Consolidated
      Balance Sheets**





**As
      of March 31, 2007 and December 31, 2006**




March
                31,2007
              (unaudited)
            
            December
                31,2006
              (audited)AssetsCash
                and cash due from banks
            
            $
            18,587,922
            
            
            12,579,309Interest-bearing
                funds in other banks
            
            
            1,764,792
            
            
            654,139Federal
                funds sold
            
            
            1,529,000
            
            
            -Cash
                and cash equivalents
            
            
            21,881,714
            
            
            13,233,448Securities
                available for sale
            
            
            63,196,414
            
            
            64,251,234Securities
                held to maturity, estimated fair valuesof
                $7,766,974 and $7,837,389
            
            
            7,766,974
            
            
            7,837,389Loans,
                net
            
            
            491,277,722
            
            
            467,752,885Premises
                and equipment, net
            
            
            9,465,279
            
            
            8,989,589Accrued
                interest receivable
            
            
            3,848,709
            
            
            3,772,818Other
                assets
            
            
            10,580,930
            
            
            9,491,228$
            608,017,742
            
            
            575,328,591Liabilities
                and Stockholders’ EquityDeposits:Demand
            
            $
            54,326,796
            
            
            52,681,900Interest
                bearing demand
            
            
            156,933,239
            
            
            149,765,104Savings
            
            
            10,924,397
            
            
            10,966,576Time
            
            
            122,813,878
            
            
            103,999,579Time,
                over $100,000
            
            
            151,357,716
            
            
            145,400,277Total
                deposits
            
            
            496,356,026
            
            
            462,813,436Federal
                Home Loan Bank advances
            
            
            52,000,000
            
            
            52,000,000Federal
                funds purchased
            
            
            -
            
            
            2,475,000Accrued
                interest payable
            
            
            2,699,784
            
            
            2,881,943Other
                liabilities
            
            
            3,306,877
            
            
            2,661,718Total
                liabilities
            
            
            554,362,687
            
            
            522,832,097Commitments
                and contingenciesStockholders’
                equity:Common
                stock, $1.25 par value, 10,000,000 shares authorized;5,003,790
                and 5,000,613 shares issued and outstanding
            
            
            6,254,738
            
            
            6,250,766Additional
                paid-in capital
            
            
            2,759,403
            
            
            2,662,306Retained
                earnings
            
            
            44,510,109
            
            
            43,513,370Accumulated
                other comprehensive income
            
            
            130,805
            
            
            70,052Total
                stockholders’ equity
            
            
            53,655,055
            
            
            52,496,494$
            608,017,742
            
            
            575,328,591





*See
      accompanying notes to unaudited consolidated financial
      statements.*


2


**WGNB
      CORP.**


**Consolidated
      Statements of Earnings**





**For
      the Three Months Ended March 31, 2007 and 2006**


**(unaudited)**




2007
            
            2006Interest
                income:Interest
                and fees on loans
            
            $
            10,828,594
            
            $
            8,403,558Interest
                on federal funds sold
            
            
            73,097
            
            
            111,440Interest
                on investment securities:U.S.
                Government agencies
            
            
            285,673
            
            
            292,802State,
                county and municipal
            
            
            362,351
            
            
            365,377Other
            
            
            341,787
            
            
            291,101Total
                interest income
            
            
            11,891,502
            
            
            9,464,278Interest
                expense:Interest
                on deposits:Demand
            
            
            1,397,921
            
            
            1,153,234Savings
            
            
            48,392
            
            
            43,601Time
            
            
            3,400,873
            
            
            2,210,695Interest
                on FHLB and other borrowings
            
            
            771,914
            
            
            624,914Total
                interest expense
            
            
            5,619,100
            
            
            4,032,444Net
                interest income
            
            
            6,272,402
            
            
            5,431,834Provision
                for loan losses
            
            
            375,000
            
            
            300,000Net
                interest income after provisionfor
                loan losses
            
            
            5,897,402
            
            
            5,131,834Other
                income:Service
                charges on deposit accounts
            
            
            954,689
            
            
            976,813Mortgage
                origination fees
            
            
            101,056
            
            
            87,335Brokerage
                fees
            
            
            155,801
            
            
            -Miscellaneous
            
            
            521,735
            
            
            363,896Total
                other income
            
            
            1,733,281
            
            
            1,428,044Other
                expenses:Salaries
                and employee benefits
            
            
            2,878,479
            
            
            2,362,251Occupancy
            
            
            661,571
            
            
            557,137Other
                operating
            
            
            1,156,882
            
            
            977,876Total
                other expenses
            
            
            4,696,932
            
            
            3,897,264Earnings
                before income taxes
            
            
            2,933,751
            
            
            2,662,614Income
                taxes
            
            
            953,347
            
            
            847,498Net
                earnings
            
            $
            1,980,404
            
            $
            1,815,116Basic
                earnings per share
            
            $
            .40
            
            $
            .36Diluted
                earnings per share
            
            $
            .39
            
            $
            .36Dividends
                declared per share
            
            $
            0.1967
            
            $
            0.1700





*See
      accompanying notes to unaudited consolidated financial
      statements.*


3


**WGNB
      CORP.**


**Consolidated
      Statements of Comprehensive Income**





**For
      the Three Months Ended March 31, 2007 and 2006**


**(unaudited)**





2007
            
            2006Net
                earnings
            
            $
            1,980,404
            
            
            1,815,116Other
                comprehensive income (loss), net of tax:Unrealized
                gains (losses) on investmentsecurities
                available for sale:Unrealized
                gains (losses) arising duringthe
                period
            
            
            92,050
            
            
            (11,226
            )Associated
                taxes
            
            
            (31,297
            )
            
            3,817Other
                comprehensive income (loss)
            
            
            60,753
            
            
            (7,409
            )Comprehensive
                income
            
            $
            2,041,157
            
            
            1,807,707




*See
      accompanying notes to unaudited consolidated financial
      statements.*


4





**WGNB
      CORP.**


**Consolidated
      Statements of Cash Flows**





**For
      the Three Months Ended March 31, 2007 and 2006**


**(unaudited)**




2007
            
            2006Cash
                flows from operating activities:Net
                earnings
            
            $
            1,980,404
            
            $
            1,815,116Adjustments
                to reconcile net earnings to net cashprovided
                by operating activities:Depreciation,
                amortization and accretion
            
            
            219,864
            
            
            230,890Provision
                for loan losses
            
            
            375,000
            
            
            300,000Loss/(gain)
                on sale of premises and equipment
            
            
            (5,070
            )
            
            1,276Stock-based
                employee compensation expense
            
            
            39,750
            
            
            31,500Change
                in:Other
                assets
            
            
            (418,602
            )
            
            (1,228,671
            )Other
                liabilities
            
            
            392,490
            
            
            577,303Net
                cash provided by operating activities
            
            
            2,583,836
            
            
            1,727,414Cash
                flows from investing activities:Proceeds
                from maturities of securities available for sale
            
            
            29,100,036
            
            
            10,192,391Proceeds
                from maturities of securities held to maturity
            
            
            70,415
            
            
            48,316Purchases
                of securities available for sale
            
            
            (27,882,887
            )
            
            (5,920,290
            )Purchases
                of securities held to maturity
            
            
            -
            
            
            (500,000
            )Net
                change in loans
            
            
            (24,678,128
            )
            
            (6,620,724
            )Purchases
                of premises and equipment
            
            
            (765,830
            )
            
            (336,072
            )Proceeds
                from the sale of premises and equipment
            
            
            5,070
            
            
            -Proceeds
                from the sale of other real estate owned
            
            
            -
            
            
            619,177Net
                cash used by investing activities
            
            
            (24,151,324
            )
            
            (2,517,202
            )Cash
                flows from financing activities:Net
                change in deposits
            
            
            33,542,590
            
            
            12,341,036Proceeds
                from Federal Home Loan Bank borrowings
            
            
            -
            
            
            10,000,000Repayment
                of Federal Home Loan Bank borrowings
            
            
            (2,475,000
            )
            
            -Dividends
                paid
            
            
            (952,905
            )
            
            (819,513
            )Proceeds
                from exercise of stock options
            
            
            101,069
            
            
            18,519Purchase
                and retirement of common stock
            
            
            -
            
            
            (303,043
            )Net
                cash provided by financing activities
            
            
            30,215,754
            
            
            21,236,999Change
                in cash and cash equivalents
            
            
            8,648,266
            
            
            20,447,211Cash
                and cash equivalents at beginning of period
            
            
            13,233,448
            
            
            16,221,889Cash
                and cash equivalents at end of period
            
            $
            21,881,714
            
            $
            36,669,100




*See
      accompanying notes to unaudited consolidated financial
      statements.*


5


**WGNB
      CORP.**


**Consolidated
      Statements of Cash Flows, continued**





**For
      the Three Months Ended March 31, 2007 and 2006**


**(unaudited)**




For
                the Three MonthsEnded
                March 31,2007
            
            2006Supplemental
                disclosure of cash flow information:Cash
                paid during the period for:Interest
            
            $
            5,801,259
            
            
            3,913,396Income
                taxes
            
            $
            385,000
            
            
            380,000Non-cash
                investing and financing activities:Transfer
                of loans to other real estate
            
            $
            778,291
            
            
            -Change
                in unrealized gains (losses) on securitiesavailable
                for sale, net of tax
            
            $
            60,753
            
            
            (7,409
            )Change
                in dividends payable
            
            $
            30,760
            
            
            29,955




*See
      accompanying notes to unaudited consolidated financial
      statements.*


6


**WGNB
      Corp.**





**Notes
      to Consolidated Financial Statements**





**(1)**
            **Basis
                of Presentation**





The
      consolidated financial statements include the accounts of WGNB Corp. (the
“Company”) and its wholly-owned subsidiary, West Georgia National Bank (the
“Bank”). All significant inter-company accounts have been eliminated in
      consolidation.





The
      accompanying unaudited interim consolidated financial statements reflect all
      adjustments which, in the opinion of management, are necessary to present fairly
      the Company’s financial position as of March 31, 2007, and the results of its
      operations and its cash flows for the three-month period then ended. All such
      adjustments are normal and recurring in nature. The financial statements
      included herein should be read in conjunction with the consolidated financial
      statements and the related notes and the report of independent accountants
      included in the Company’s Annual Report on Form 10-K for fiscal year ended
      December 31, 2006 which included the results of operations for the years ended
      December 31, 2006, 2005 and 2004.





**(2)**
            **Net
                Earnings Per Share**





Basic
      earnings per share is based on the weighted average number of common shares
      outstanding during the period while the effects of potential common shares
      outstanding during the period are included in diluted earnings per share. The
      average market price during the period is used to compute equivalent
      shares.





SFAS
      No.
      128, “Earnings Per Share,” requires that employee equity share options,
      non-vested shares and similar equity instruments granted to employees be treated
      as potential common shares in computing diluted earnings per share. Diluted
      earnings per share should be based on the actual number of options or shares
      granted and not yet forfeited, unless doing so would be anti-dilutive. The
      Company uses the “treasury stock” method for equity instruments granted in
      share-based payment transactions provided in SFAS No. 128 to determine diluted
      earnings per share.





Reconciliation
      of the amounts used in the computation of both “basic earnings per share” and
“diluted earnings per share” for the quarters ended March 31, 2007 and March 31,
      2006 are as follows:





For
      the
      three months ended March 31, 2007




Net
                Earnings
            
            Common
                Shares
            
            Earnings
              per
                ShareBasic
                earnings per share
            
            $
            1,980,404
            
            
            5,001,286
            
            $
            0.40Effect
                of dilutive securities - stock options
            
            
            -
            
            
            40,289
            
            
            (0.01
            )Diluted
                earnings per share
            
            $
            1,980,404
            
            
            5,041,575
            
            $
            0.39





For
      the
      three months ended March 31, 2006


Net
                Earnings
            
            Common
                Shares
            
            Earnings
              per
                ShareBasic
                earnings per share
            
            $
            1,815,116
            
            
            4,993,613
            
            $
            0.36Effect
                of dilutive securities - stock options
            
            
            -
            
            
            20,208
            
            
            (0.00
            )Diluted
                earnings per share
            
            $
            1,815,116
            
            
            5,013,821
            
            $
            0.36




**(3)**
            **Stock-based
                Compensation**





SFAS
      No.
      123 (revised 2004) (SFAS No. 123 (R)) “Share-Based Payment” was adopted by the
      Company on the required date, January 1, 2006, using the modified prospective
      transition method provided for under the standard. SFAS No. 123 (R) addresses
      the accounting for share-based payment transactions in which the Company
      receives employee services in exchange for equity instruments of the Company.
      SFAS No. 123 (R) requires the Company to recognize as compensation expense
      the
“grant date fair value” of stock options granted to employees in the statement
      of earnings using the fair-value-based method.


7




**WGNB
      Corp.**





**Notes
      to Consolidated Financial Statements, continued**





**(3)**
            **Stock-based
                Compensation, continued**





The
      Company recognized $39,750 and $31,500 of stock-based employee compensation
      expense during the three months ended March 31, 2007 and 2006, respectively,
      associated with its stock option grants. The Company is recognizing the
      compensation expense for stock option grants with graded vesting schedules
      on a
      straight-line basis over the requisite service period of the award as permitted
      by SFAS No. 123 (R). As of March 31, 2007, there was $555,401 of unrecognized
      compensation expense related to stock option grants. The expense is expected
      to
      be recognized over the vesting period of approximately five years.





The
      grant-date fair value of each option granted during the first quarters of 2007
      and 2006 was $6.39 and $4.47, respectively. The fair value of each option is
      estimated on the date of grant using the Black-Scholes Model. The following
      weighted average assumptions were used for grants in 2007 and 2006:





First
                Quarter 2007
            
            First
                Quarter 2006Dividend
                yield
            
            
            2.72
            %
            
            2.85
            %Expected
                volatility
            
            
            20
            %
            
            13
            %Risk-free
                interest rate
            
            
            4.83
            %
            
            4.54
            %Expected
                term
            
            
            6.6
                years
            
            
            10
                years





**(4)**
            **Commitments
                and Contingencies**





**Derivative
      Instruments and Hedging Activities**





The
      Company entered into a series of interest rate swap agreements in the total
      notional amount of $41,156,509 on September 19, 2006 related to its issuance
      of
      brokered certificates of deposit. The interest rate swap contracts have various
      notional amounts and maturity dates, receive fixed rates and pay floating rates
      stated in terms of basis points plus or minus 1 Month LIBOR as
      follows:




NotionalAmount
            
            Maturity
              Date
            
            ReceiveFixed
                Rate
            
            Pay
                Floating
              1
                Month LIBOR
              +/(-)
                bp$
            4,056,033
            
            
            1/31/08
            
            
            3.75
            %
            
            (137.65
            )3,000,000
            
            
            4/27/08
            
            
            4.15
            %
            
            (94.65
            )1,710,000
            
            
            6/30/08
            
            
            4.00
            %
            
            (105.65
            )2,945,000
            
            
            6/30/08
            
            
            4.10
            %
            
            (96.65
            )5,761,000
            
            
            6/30/08
            
            
            5.44
            %
            
            35.351,500,000
            
            
            2/2/09
            
            
            3.90
            %
            
            (110.65
            )1,602,992
            
            
            6/17/09
            
            
            4.10
            %
            
            (89.65
            )2,942,847
            
            
            6/30/09
            
            
            4.20
            %
            
            (79.65
            )2,000,000
            
            
            6/30/09
            
            
            4.25
            %
            
            (74.65
            )2,357,702
            
            
            8/5/09
            
            
            4.36
            %
            
            (64.65
            )3,550,000
            
            
            2/1/10
            
            
            4.00
            %
            
            (98.65
            )2,986,006
            
            
            4/27/10
            
            
            4.50
            %
            
            (49.65
            )2,002,985
            
            
            6/17/10
            
            
            4.25
            %
            
            (73.65
            )1,984,944
            
            
            6/30/10
            
            
            4.45
            %
            
            (59.65
            )2,757,000
            
            
            8/5/10
            
            
            4.50
            %
            
            (49.65
            )$
            41,156,509





The
      1
      month LIBOR rate at the initiation of the contracts was 5.33%, but the pay
      floating rate changes each month on the monthly reset date of each contract
      at
      the spread indicated above which remains constant.  The
      1
      month LIBOR rate
      of
      the contract was 5.32% and the total notional amount of the contracts remained
      $41,156,509 as of March 31, 2007.


8




**WGNB
      Corp.**





**Notes
      to Consolidated Financial Statements, continued**





**Derivative
      Instruments and Hedging Activities, continued**





The
      objective of the swap agreements was to decrease the Company’s interest rate
      risk exposure. Being asset sensitive, the Company is susceptible to interest
      rate risk in a downward rate environment. This was, in part, attributable to
      the
      fixed rate nature of our brokered certificates of deposit. The Company is using
      these swap agreements to convert the fixed rate brokered certificates of deposit
      into floating rate instruments. Consequently, the interest rate swap contracts
      allow the Company to hedge changes in the fair value of its brokered
      certificates of deposit that result from changes in benchmark interest rates.
      The benchmark interest rate is defined as the 1 month LIBOR. In order to achieve
      this hedge objective, the Company has agreed to pay a floating rate of interest
      in exchange for receiving a fixed rate of interest on hedge instruments that
      is
      equal to the fixed rate coupon on the certificates of deposit.





The
      Company uses the long haul method afforded under SFAS No. 133 “Accounting for
      Derivative Instruments and Hedging Activities” to assess the effectiveness of
      its current hedging activity and accounted for the hedge instrument as a fair
      value hedge. The Company will assess the effectiveness of the hedge contracts
      by
      regressing the market price, including any premium paid, of the brokered
      certificates of deposit (the dependent variable) with the market price of
      interest rate swap (the independent variable) on a quarterly basis until all
      the
      contracts have matured. Each regression analysis will include in its data set
      values from a retrospective (realized historical prices) and prospective
      (shocked scenario analysis) basis. The hedge will be considered highly effective
      if the correlation coefficient is within the “80-120” rule, where the R square
      is highly correlative to the value of 1 and the F-stat is large signifying
      high
      explanatory power.





The
      Company has designated these swap contracts as a fair value hedge and,
      accordingly, records the fair value of the derivative as well as the fair value
      of the item being hedged on its balance sheet. Changes in the fair value of
      the
      swap contracts and the item being hedged are recorded in current period
      earnings.





****  **Contingent
      Liabilities**





Various
      legal actions and proceedings are pending or are threatened against the Company
      and its subsidiaries, some of which seek relief or damages in amounts that
      are
      substantial. These actions and proceedings arose in the ordinary course of
      the
      Company’s business. After consultation with legal counsel, management believes
      that the aggregate liability, if any, resulting from such pending and threatened
      actions and proceedings will not have a material adverse effect on the Company’s
      financial condition.


9





**Item
      2.**  **Management’s Discussion and Analysis of Financial Condition and Results of
      Operations**





The
      following analysis compares the Company’s results of operations for the three
      month periods ended March 31, 2007 and 2006 and reviews important factors
      affecting the Company’s financial condition at March 31, 2007, compared to
      December 31, 2006. These comments should be read in conjunction with the
      Company’s consolidated financial statements and accompanying notes appearing in
      this Report.





**Cautionary
      Notice Regarding Forward-Looking Statements**





Certain
      of the statements made in this Report and in documents incorporated by reference
      herein, including matters discussed under the caption “Management’s Discussion
      and Analysis of Financial Condition and Results of Operations,” as well as oral
      statements made by the Company or its officers, directors or employees, may
      constitute forward-looking statements within the meaning of Section 21E of
      the
      Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such
      forward-looking statements are based on management’s beliefs, current
      expectations, estimates and projections about the financial services industry,
      the economy and about the Company and the Bank in general. The words “expect,”
“anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate” and similar
      expressions are intended to identify such forward-looking statements. Such
      forward-looking statements are not guarantees of future performance and are
      subject to risks, uncertainties and other factors that may cause the actual
      results, performance or achievements of the Company to differ materially from
      historical results or from any results expressed or implied by such
      forward-looking statements. The Company cautions readers that the following
      important factors, among others, could cause the Company’s actual results to
      differ materially from the forward-looking statements contained in this Report:





·  the
      effect of changes in laws and regulations, including federal and state banking
      laws and regulations, with which the Company or the Bank must comply, and the
      associated costs of compliance with such laws and regulations either currently
      or in the future as applicable;





·  the
      effect of changes in accounting policies, standards, guidelines or principles,
      as may be adopted by the regulatory agencies as well as by the Financial
      Accounting Standards Board;





·  the
      effect of changes in the Company’s organization, compensation and benefit plans;





·  the
      effect on the Company’s competitive position within its market area of the
      increasing consolidation within the banking and financial services industries,
      including the increased competition from larger regional and out-of-state
      banking organizations as well as non-bank providers of various financial
      services;





·  the
      effect of changes in interest rates;





·  the
      effect of changes in the business cycle and downturns in local, regional or
      national economies;





·  the
      matters described under Part I, Item 1A, “Risk Factors” in the Company’s Annual
      Report on Form 10-K for the fiscal year ended December 31, 2006.





The
      Company cautions that the foregoing list of important factors is not exclusive.
      The Company undertakes no obligation to publicly update or revise any
      forward-looking statements.





**Critical
      Accounting Policies**





The
      Company has established various accounting policies which govern the application
      of accounting principles generally accepted in the United States in the
      preparation of its financial statements. These significant accounting policies
      are described in the notes to the consolidated financial statements filed with
      the Company’s Annual Report on Form 10-K for the year ended December 31, 2006
      (the “2006 Notes”). Certain accounting policies involve significant judgments
      and assumptions by management which have a material impact on the carrying
      value
      of certain assets and liabilities; management considers these accounting
      policies to be critical accounting policies. The judgments and assumptions
      used
      by management are based on historical experience and other factors, which are
      believed to be reasonable under the circumstances. Because of the nature of
      the
      judgments and assumptions made by management, actual results could differ from
      these judgments and estimates which could have a material impact on the carrying
      value of assets and liabilities and the results of operations of the Company.
      All accounting policies are important, and all policies described in the 2006
      Notes should be reviewed for a greater understanding of how the Company’s
      financial performance is recorded and reported.


10




The
      Company believes the allowance for loan losses is a critical accounting policy
      that requires the most significant judgments and estimates used in the
      preparation of the Company’s consolidated financial statements. The allowance
      for loan losses represents management’s estimate of probable loan losses
      inherent in the loan portfolio. Calculation of the allowance for loan losses
      is
      a critical accounting estimate due to the significant judgment, assumptions
      and
      estimates related to the amount and timing of estimated losses, consideration
      of
      current and historical trends and the amount and timing of cash flows related
      to
      impaired loans. Please refer to the section of the Company’s Annual Report on
      10-K for the year ended December 31, 2006 entitled “Balance Sheet Overview -
      Provision and Allowance for Possible Loan and Lease Losses” and Note 1 and Note
      3 to the 2006 Notes for a detailed description of the Company’s estimation
      processes and methodology related to the allowance for loan losses.





**Results
      of Operations**





*Overview*





Net
      earnings for the three months ended March 31, 2007 were $1.98 million which
      represented an increase of $165 thousand, or 9.1 percent, when compared to
      the
      three months ended March 31, 2006. Comparing the first quarter of 2007 to the
      first quarter of 2006, the increase in earnings was most impacted by an increase
      in net interest income. Net interest income increased $841 thousand, or 15.5
      percent, comparing the first quarter periods of 2007 and 2006. This was the
      most
      significant increase when comparing the first quarter periods of 2007 and 2006
      and is attributable to increased net interest margin, effective balance sheet
      management and continued loan growth.





Total
      non-interest income increased by $305 thousand, or 21.4 percent. Most of the
      increase in non-interest income was attributable to brokerage fee income and
      miscellaneous income. During the third quarter of 2006, the Company created
      a
      retail brokerage department. In the first quarter of 2007, the Company generated
      approximately $156 thousand of fees from that business. Miscellaneous income
      increased by approximately $158 thousand, or 43.4 percent, from the first
      quarter of 2006 to the first quarter of 2007. Most of the increase was
      attributable to a distribution from a business development partnership
      investment in the amount of $118 thousand. Distributions from this partnership
      have not been this large in the past and represent the Company’s share of a
      non-recurring gain realized in the partnership. The remainder of the increase
      was in a number of income classifications, none of which is greater than $10
      thousand.





Total
      non-interest expense increased $800 thousand, or 20.5 percent, comparing the
      first quarter of 2007 with that of 2006. Most of that increase ($516 thousand)
      was attributable to salaries and employee benefits which increased 21.9 percent
      comparing the first quarter of 2007 to 2006. Occupancy and other operating
      expenses increased by $104 thousand , or 18.7 percent and $179 thousand, or
      18.3%, respectively, from the same periods. There were no significant
      non-recurring items which materially affected the financial condition or the
      net
      earnings of the Company





*Net
      Interest Income*





Net
      interest income for the Company has continued to increase during 2007 as asset
      growth remained close to historical levels. The year-to-date average earning
      asset yields have increased by 94 basis points in the first quarter of 2007
      (8.56 percent in 2007 compared to 7.62 percent in 2006), while the first quarter
      average cost of funds has increased by 88 basis points (4.23 percent in 2007
      from 3.35 percent in 2006), and the net interest margin for the first quarter
      of
      2007 was 4.55 percent, compared to 4.46 percent for the first quarter of 2006.
      The asset yields have been impacted by the series of interest rate increases
      imposed by the Federal Reserve Bank during 2006 which have now had a chance
      to
      reprice throughout the Company’s earning asset portfolio. The first quarter 2007
      average yield (exclusive of loan fees) on loans was 8.56 percent compared to
      7.51 percent for the first quarter of 2006.





The
      Bank’s cost of funds has been similarly impacted by increased market rates.
      Management believes it has been able to manage the Bank’s cost of funds to
      similar increases in asset yields despite the rapid increase in short term
      rates. This is largely due to strategies implemented by the Bank’s Asset and
      Liability Management Committee. Management concentrated its deposit gathering
      efforts on attracting funds with longer maturities, which allowed the Bank
      to
      take advantage of the flat yield curve (where longer term deposits were priced
      the same as short term deposits). Accordingly, as rates increased, the Bank
      was
      able to lock in its cost of funds. Approximately 44 percent of the Bank’s
      deposits are transaction accounts. That is, with the exception of Super NOW
      accounts, these accounts are not contractually tied to increases in the market
      interest rates. Therefore, management has the ability to control the cost of
      those funds as long as we remain competitive in the market. Management believes
      it has successfully controlled the cost of those funds thereby allowing asset
      yields to respond to increases in market interest rates to a greater degree
      and
      faster than its cost of funds.


11




In
      addition to management of balance sheet sensitivity, the Bank’s net interest
      income has benefited from an increase in average earning assets, in particular,
      loans. Net interest income increased by $841 thousand, or 15.5 percent, in
      the
      first quarter of 2007 compared to the first quarter of 2006. Total interest
      income for the first quarter of 2007 increased by $2.43 million, or 25.6
      percent, while total interest expense increased by $1.59 million, or 39.3
      percent. Average interest-earning assets outstanding in the first quarter of
      2007 totaled $568.3 million. This compares to average interest- earning assets
      outstanding of $502.9 million in the first quarter of 2006. The average
      interest-bearing asset increase was $65.4 million, or 13.0 percent, since the
      first quarter of 2006. Comparing the first quarter of 2007 to 2006,
      interest-bearing deposits and borrowings have increased by $63.1 million, or
      13.3 percent. The increased earning asset volume and the increased net interest
      margin have resulted in the increase in the Bank’s net interest income.





The
      average earning asset mix has continued to shift from 15.3 percent investment
      securities and 84.7 percent loans as of March 31, 2006, to 13.7 percent
      investment securities and 86.3 percent loans as of March 31, 2007. As a
      community bank, the Bank’s core business has always been lending; as the loan
      portion of its earning asset mix increases, the net interest margin typically
      improves since loans carry higher yields than investment securities.





*Non-Interest
      Income and Expense*





Non-interest
      income increased by $305 thousand, or 21.4 percent, when comparing the first
      quarter of 2007 to first quarter of 2006. Service charge income decreased by
      $22
      thousand, or 2.3 percent, when comparing the first quarters 2007 and 2006.
      This
      is due to decreased service charge income on checking accounts. We have noticed
      a trend whereby customers are choosing free non-interest bearing checking
      accounts over interest-bearing checking accounts that carry a service charge.
      The number of non-interest bearing free checking accounts has increased by
      19.3
      percent while the number of service charge accounts has declined by 15.4
      percent.





Mortgage
      fee income increased by $14 thousand, or 15.7 percent from first quarter 2006
      to
      first quarter 2007. Mortgage origination volume has finally begun to increase
      after two years of decline. The mortgage origination volume that the Company
      is
      experiencing generally results from home purchases. Although the increase was
      not large, management is encouraged that it is continuing to increase instead
      of
      decline, particularly in light of the potential of a weakening residential
      real
      estate market in the Company’s market area.





Management
      created a brokerage division in August of 2006. We now have two fulltime brokers
      and two support staff who serve a customer base of clients which generate
      brokerage revenue. During the first quarter of 2007, the brokerage division
      created revenue which netted $156 thousand in brokerage fees to the Bank. The
      brokerage division has not reached a cumulative breakeven point in the first
      quarter of 2007. However, we believe the revenue generation for this new
      department is on budget to create a positive impact in 2007 on a cumulative
      basis. As described below, the additional staff contributed to the increase
      in
      salaries and benefits from the first quarter of 2006 to the first quarter of
      2007.




When
      comparing total non-interest expense for the three month periods ended March
      31,
      2007 with that of 2006, the Company experienced an increase of $800 thousand,
      or
      20.5 percent. Much of that increase was made up of a $516 thousand, or 21.9
      percent, increase in salaries and benefits attributable to staffing three new
      locations and our brokerage division. The Bank also experienced increases in
      salaries and other compensation for employees resulting from annual raises
      and
      incentive bonus accruals. However, most of the increase is attributable to
      additional staff. The Bank added 21 new staff members since the first quarter
      of
      2006, leading to a full time equivalent employee count at March 31, 2007 of
      182,
      compared to 161 as of March 31, 2006.





Four
      staff positions were added when we opened the brokerage division. In addition,
      we plan to open two new locations in the second quarter of 2007, our second
      Banco de Progresso location and a loan production office both of which will
      be
      located in Coweta County. Much of the increase in the full time equivalent
      employee count is attributable to the staffing the brokerage division and the
      two new locations. We also opened two branch locations in 2006 which has now
      resulted in a need for further staffing in order to meet the growing needs
      of
      those customers.




12





We
      have
      added six new employees to staff the new Banco de Progreso office in order
      to
      complete the necessary training prior to opening. There have also been staff
      additions in the commercial loan, operations and credit administration
      departments. We must meet the increased management requirements of a growing
      loan portfolio and the increased work load related to increased internal
      controls and documentation, compliance with Sarbanes Oxley and other regulatory
      provisions. We have added five new commercial lenders to our staff including
      one
      commercial lender that will lead our efforts in the new loan production office.
      With the addition of the commercial loan officers, we hired two loan processors
      and added a person in each of our loan operations and credit administration
      departments. We also added a person in our internal audit departments. Some
      of
      these new employees were hired to fill vacancies that existed during the first
      quarter of 2006.





Occupancy
      expense in the first quarter of 2007 increased $104 thousand, or 18.7 percent,
      when compared to the first quarter of 2006. The increase in occupancy expense
      was attributable to increased depreciation expense in the amount of $29 thousand
      due to investment in the Bank’s two branches placed in service in the last half
      of 2006. The remainder of the increase is attributable to lease payments,
      utilities, telephone and communications, real estate taxes and other occupancy
      expenses of the two 2006 branch locations in addition to increased occupancy
      expense related to rising energy, real estate tax and maintenance
      expense.





Other
      operating expense increased approximately $179 thousand, or 18.3 percent, from
      the first quarter of 2006 to the first quarter of 2007. Much of the increase
      in
      other operating expense was in the normal course of business and related to
      higher supply, postage and data and loan processing costs attributable to
      greater loan and deposit volume. There were some new expense line items that
      occurred in the first quarter 2007 that did not occur in the first quarter
      of
      2006. The Company began writing off the cost basis of its investment in a low
      income housing tax credits partnership which was not in place in 2006. The
      amount of that write-off was $32 thousand for the first quarter of 2007. In
      creating the brokerage division the Bank purchased the customer portfolio of
      the
      managing broker. The expense related to that purchase amounted to $25 thousand
      for the first quarter of 2007 compared to none in 2006. The Company also marks
      to market its swap positions at the end of each quarter. That mark to market
      resulted in expense to the Company of $14 thousand in the first quarter of
      2007
      compared to none in the first quarter of 2006.




*Income
      Taxes*





Income
      tax expense for the first three months of each year was $953 thousand in 2007
      and $847 thousand in 2006. The effective tax rates for each of the periods
      ended
      March 31, 2007 and 2006 were 32.5 percent and 31.8 percent, respectively. The
      effective tax rate has increased slightly due to the tax advantaged income
      and
      tax credit investments declining as a percentage of total income.





*Provision
      and Allowance for Loan Losses*





The
      adequacy of the allowance for loan losses is determined through management’s
      informed judgment concerning the amount of risk inherent in the Bank’s loan and
      lease portfolios. This judgment is based on such factors as the change in levels
      of non-performing and past due loans and leases, historical loan loss
      experience, borrowers’ financial condition, concentration of loans to specific
      borrowers and industries, estimated values of underlying collateral, and current
      and prospective economic conditions. The allowance for loan losses at March
      31,
      2007 was $6.0 million, or 1.21 percent of total loans, compared to $5.7 million,
      or 1.21 percent of total loans, at December 31, 2006. Management believes that
      the allowance for loan losses is adequate to absorb possible loss in the loan
      portfolio. Changes in the allowance for loan losses for the three month period
      ended March 31, 2007 compared to March 31, 2006 are as follows:




13





**Allowance
      for Loan Loss**




**For
                the Three Months Ended March 31,****2007**
            
            **2006**Balance
                at beginning of period
            
            $
            5,748,355
            
            $
            5,327,406Charge-offs:Commercial,
                financial and agricultural
            
            
            28,088
            
            
            5,656Real
                estate - construction
            
            
            12,540
            
            
            -Real
                estate - mortgage
            
            
            78,434
            
            
            -Consumer
                loans
            
            
            26,022
            
            
            22,042Total
                charge-offs
            
            
            145,084
            
            
            27,698Recoveries:Commercial,
                financial and agricultural
            
            
            -
            
            
            8,068Real
                estate - construction
            
            
            -
            
            
            -Real
                estate - mortgage
            
            
            2,381
            
            
            -Consumer
                loans
            
            
            28,257
            
            
            23,394Total
                recoveries
            
            
            30,638
            
            
            31,462Net
                (charge-offs) recoveries
            
            
            (114,446
            )
            
            3,764Provision
                for loan losses
            
            
            375,000
            
            
            300,000Balance
                at end of period
            
            $
            6,008,909
            
            $
            5,631,170Ratio
                of net (charge-offs) recoveries during theperiod
                to average loans outstanding
            
            
            (0.02
            )%
            
            <.01
            %Ratio
                of allowance to total loans
            
            
            1.21
            %
            
            1.31
            %




*Non-Performing
      Assets and Past Due Loans*





Non-performing
      assets, comprised of real estate owned, non-accrual loans and loans for which
      payments are more than 90 days past due, totaled $6.2 million at March 31,
      2007,
      compared to $4.3 million at December 31, 2006. Non-performing assets as a
      percentage of total loans and real estate owned at March 31, 2007 and December
      31, 2006 were 1.26 percent and 0.91 percent, respectively. From December 31,
      2006 to March 31, 2007 real estate owned increased $772 thousand, non-accrual
      loans decreased $721 thousand and loans for which payments are more than 90
      days
      past due increased $1.93 million. Management recognizes that non-performing
      assets of greater than one percent of total loans and real estate owned could
      be
      a signal that asset quality has deteriorated. However, three credit
      relationships constituted the increase in non-performing assets and those credit
      relationships are being actively monitored. None of the credit relationships
      are
      expected to result in significant loss to the Company.





The
      Company has a robust credit administration and loan review function that
      continually monitors selected loans for which general economic conditions or
      changes within a particular industry could cause the borrowers financial
      difficulties. The credit administration and loan review function also identifies
      loans with higher degrees of credit or other risks. Management’s goal has always
      been early recognition of weakness in credit relationships. The focus of credit
      administration and management is to maintain a low level of non-performing
      assets and return current non-performing assets to earning status. Management
      is
      unaware of any known trends, events or uncertainties that will have or that
      are
      reasonably likely to have a material effect on liquidity, capital resources
      or
      operations.





**Financial
      Condition**





*Overview*





Total
      assets were $608 million at March 31, 2007, an increase of $33 million, or
      5.7
      percent, from December 31, 2006. During the first quarter of 2007, total loans
      increased $23.8 million, or 5.0 percent, and total deposits increased $33.5
      million, or 7.2 percent. Loan demand in the Bank’s market area has remained at
      higher than historical levels since the beginning of 2004 and this continues
      to
      be the trend for 2007. In the first quarter of 2007, we funded our loan growth
      with in market deposit growth. However, if loan growth exceeds the Bank’s
      ability to fund with in market deposit growth at reasonable prices, management
      intends to fund the growth with wholesale funding in the national certificate
      of
      deposit market. The annual growth rate of loans often provides a clearer picture
      of how loans and deposits have grown historically. Total assets have grown
      by
      $60.4 million, or 11.0 percent, total loans have grown by $66.3 million, or
      15.4
      percent, and total deposits have grown by $55.0 million, or 12.5 percent, since
      March 31, 2006. These growth rates are slightly higher than historical growth
      rates for the Company. We have targeted a 12 to 15 percent loan growth each
      year
      which is the primary factor in driving balance sheet growth.


14





*Assets
      and Funding*





At
      March
      31, 2007, earning assets totaled $576 million, an increase of $25.2 million,
      or
      4.6 percent, from December 31, 2006. The annual growth in earning assets from
      March 31, 2006 to March 31, 2007 was $56.5 million, or 10.9 percent. The mix
      of
      interest earning assets at the end of first quarter 2007 is very similar to
      that
      of our 2006 fiscal year end. Loans comprised 86 percent, investment securities
      comprised 13 percent, and federal funds and cash in interest-bearing accounts
      at
      other banks comprised less than 1 percent of earning assets at March 31, 2007.
      The Bank is slightly more liquid than it was as of December 31, 2006, as total
      loans to total deposits was 100 percent and 102 percent as of March 31, 2007
      and
      December 31, 2006, respectively. Management intends to use the proceeds from
      the
      Bank’s deposit growth to fund its expected loan growth in 2007.





At
      March
      31, 2007, interest-bearing liabilities increased $29.4 million, or 6.3 percent,
      when compared to December 31, 2006 and $52.9 million, or 12.0 percent, since
      March 31, 2006. Non-interest bearing demand accounts increased by $1.6 million,
      or 3.1 percent, interest-bearing demand accounts increased by $7.2 million,
      or
      4.8 percent, and total time deposits increased by $24.8 million, or 9.9 percent,
      comparing March 31, 2007 to December 31, 2006. At March 31, 2007, deposits
      represented 89.5 percent and Federal Home Bank advances represented 10.5 percent
      of interest-bearing liabilities, respectively, compared to 88.8 percent and
      11.2
      percent, respectively, as of December 31, 2006.





Major
      classifications of loans at March 31, 2007 and December 31, 2006 are summarized
      as follows:





**Loan**
            
            **March
                31, 2007**
            
            **December
                31, 2006**Commercial,
                financial and agricultural
            
            $
            52,709,433
            
            $
            52,333,704Real
                Estate - mortgage
            
            
            231,411,173
            
            
            219,563,340Real
                Estate - construction
            
            
            183,910,196
            
            
            175,024,051Consumer
            
            
            30,057,234
            
            
            27,397,551Total
            
            $
            498,088,036
            
            $
            474,318,646Unearned
                loan fees
            
            
            (801,405
            )
            
            (817,406
            )Allowance
                for loan losses
            
            
            (6,008,909
            )
            
            (5,748,355
            )Net
                Loans
            
            $
            491,277,722
            
            $
            467,752,885




**Liquidity
      and Capital Resources**





Net
      cash
      provided by operating activities totaled $2.6 million for the three months
      ended
      March 31, 2007. Net cash used by investing activities totaled $24.2 million,
      which consisted primarily of $24.7 million cash used to fund loans. Net cash
      provided by financing activities totaled $30.2 million for the three months
      ended March 31, 2007, which primarily consisted of a $33.5 million increase
      in
      deposits. The net increase in cash and cash equivalents for the period ended
      March 31, 2007 was $8.6 million.





Total
      stockholders’ equity at March 31, 2007 was 8.8 percent of total assets, down
      from 9.1 percent at December 31, 2006. Total stockholders’ equity increased by
      $1.16 million due to an increase in retained earnings of $997 thousand and
      an
      increase in accumulated other comprehensive income of $61 thousand attributable
      to increased unrealized gains on the available-for-sale investment portfolio.
      Additionally, options were exercised in the first quarter of 2007 which added
      $101 thousand to common equity.


15




At
      March
      31, 2007, WGNB Corp. was in compliance with various regulatory capital
      requirements administered by federal banking agencies. The following is a table
      representing WGNB Corp.’s consolidated Tier-1, tangible capital, and risk-based
      capital:





**March
                31, 2007****Actual**
            
            
            
            **Required**
            
            
            
            **Excess****Amount**
            
            **%**
            
            **Amount**
            
            **%**
            
            **Amount**
            
            **%**Total
                capital (to risk-weighted assets)
            
            $
            59,533
            
            
            11.19
            %
            $
            42,577
            
            
            8.00
            %
            $
            16,956
            
            
            3.19
            %Tier
                1 capital (to risk-weighted assets)
            
            
            53,524
            
            
            10.06
            %
            
            21,288
            
            
            4.00
            %
            
            32,236
            
            
            6.06
            %Tier
                1 capital (to average assets)
            
            
            53,524
            
            
            9.40
            %
            
            22,771
            
            
            4.00
            %
            
            30,753
            
            
            5.40
            %





*Off
      Balance Sheet Risk*





Through
      the operations of the Bank, the Company has made contractual commitments to
      extend credit in the ordinary course of its business activities. These
      commitments are legally binding agreements to lend money to the Bank’s customers
      at predetermined interest rates for a specified period of time. At March 31,
      2007, the Bank had issued commitments to extend credit of $105,582,000 through
      various types of commercial lending arrangements and additional commitments
      through standby letters of credit of $5,772,000. The Bank evaluates each
      customer’s creditworthiness on a case-by-case basis. The amount of collateral
      obtained, if deemed necessary by the Bank upon extension of credit, is based
      on
      its credit evaluation of the borrower. Collateral varies but may include
      accounts receivable, inventory, property, plant and equipment, commercial and
      residential real estate. The Bank manages the credit risk on these commitments
      by subjecting them to normal underwriting and risk management processes. Because
      the letters of credit generally have fixed expiration dates and many will expire
      without being drawn upon, the total commitment level does not necessarily
      represent future cash requirements. If needed to fund these outstanding
      commitments, the Bank has the ability to liquidate Federal funds sold or
      securities available-for-sale or on a short-term basis to borrow and purchase
      Federal funds from other financial institutions.





**Item
      3. Quantitative and Qualitative Disclosures About Market Risk**





Market
      risk is the risk of loss from adverse changes in market prices and interest
      rates. The Company’s market risk arises primarily from interest rate risk
      inherent in its lending and deposit-taking activities. The Company has little
      or
      no risk related to trading accounts, commodities or foreign
      exchanges.





Interest
      rate risk, which encompasses price risk, is the exposure of a banking
      organization’s financial condition and earnings ability to adverse movements in
      interest rates. The measurement of market risk associated with financial
      instruments is meaningful only when all related and offsetting on-and
      off-balance sheet transactions are aggregated, and the resulting net positions
      are identified. Disclosures about the fair value of financial instruments as
      of
      December 31, 2006, which reflected changes in market prices and rates, can
      be
      found in the Company’s Annual Report on Form 10-K for the year ended December
      31, 2006 under the section entitled “Management’s
      Discussion and Analysis of Financial Condition and Results of Operation -
      Asset/Liability Management.”





Management
      actively monitors and manages the Company’s interest rate risk exposure. The
      primary objective in managing interest rate risk is to limit, within established
      guidelines, the adverse impact of changes in interest rates on the Company’s net
      interest income and capital, while adjusting the Company’s asset-liability
      structure to obtain the maximum yield versus cost spread on that structure.
      Management relies primarily on its asset-liability structure to control interest
      rate risk. However, a sudden and substantial increase in interest rates borne
      by
      assets and liabilities do not change at the same speed, to the same extent,
      or
      on the same basis. Management believes that there have been no significant
      changes in the Company’s market risk exposure since December 31, 2006.




16


**Item
      4. Controls and Procedures**





The
      Company maintains disclosure controls and procedures, as defined in Rule
      13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange
      Act”), that are designed to ensure that information required to be disclosed in
      the reports that the Company files or submits under the Exchange Act is
      recorded, processed, summarized and reported within the time periods specified
      in the rules and forms of the Securities and Exchange Commission and that such
      information is accumulated and communicated to the Company’s management,
      including its Chief Executive and Chief Financial Officers, as appropriate,
      to
      allow timely decisions regarding required disclosure. The Company carried out
      an
      evaluation, under the supervision and with the participation of its management,
      including its Chief Executive and Chief Financial Officers, of the effectiveness
      of the design and operation of its disclosure controls and procedures as of
      the
      end of the period covered by this Report. Based on the evaluation of these
      disclosure controls and procedures, the Chief Executive and Chief Financial
      Officers of the Company concluded that the Company’s disclosure controls and
      procedures were effective as of the end of the period covered by this
      Report.





There
      were no changes in the Company’s internal control over financial reporting
      during the Company’s fiscal quarter ended March 31, 2007 that have materially
      affected, or are reasonably likely to materially effect, the Company’s internal
      control over financial reporting.





**Part
      II - Other Information**





**Item
      1.**  **Legal
      Proceedings**





While
      the
      Company and its subsidiaries are from time to time party to various legal
      proceedings arising from the ordinary course of business, management believes
      that there are no proceedings of material risk threatened or
      pending.





**Item
      1A.**  **Risk
      Factors**





There
      have been no material changes to the risk factors affecting the Company from
      those set forth in the Company’s Annual Report on Form 10-K for the fiscal year
      ended December 31, 2006.





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





(a)  Not
      applicable.





(b)  Not
      applicable





(c)  There
      were no issuer purchases of equity securities during the period covered by
      this
      Report.





During
      the first quarter of 2007, the Company declared quarterly cash dividends
      amounting to 19.67 cents per share which were paid on April 2, 2007. The
      declaration of future dividends is within the discretion of the Board of
      Directors and will depend, among other things, upon business conditions,
      earnings, the financial condition of the Bank and the Company, and regulatory
      requirements.





**Item
      3.**  **Defaults
      Upon Senior Securities**





Not
      applicable.





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





Not
      applicable.





**Item
      5.**  **Other
      Information**





Not
      applicable.


17




**Item
      6.**  **Exhibits**





(a)  The
      following exhibits are filed as part of this Report:





3.1
            Amended
                and Restated Articles of Incorporation (Incorporated by reference
                to
                Exhibit 3.1 to the Company’s Registration Statement on Form 10-SB filed
                June 14, 2000 (the “Form 10-SB”).





3.2
            Amended
                and Restated Bylaws (Incorporated by reference to Exhibit 3.2 to
                the Form
                10-SB).





4.1
            See
                exhibits 3.1 and 3.2 for provisions of Company’s Articles of Incorporation
                and Bylaws Defining the Rights of
                Shareholders.





4.2
            Specimen
                certificate representing shares of Common Stock (Incorporated by
                reference
                to Exhibit 4.2 to the Form 10-SB).





4.3
            Rights
                Agreement dated as of February 12, 1997 between the Company and SunTrust
                Bank, Atlanta (Incorporated by reference to Exhibit 4.3 to the Form
                10-SB).





10.1
            Employment
                Agreement dated January 2, 2007 between Robert M. Gordy, Jr. and
                West
                Georgia National Bank.





31.1
            Certification
                of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act of 2002.





31.2
            Certification
                of Chief Financial Officer pursuant to Section 302 of the Sarbanes
                Oxley
                Act of 2002.





32.1
            Certification
                of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
                Act of 2002.





32.2
            Certification
                of Chief Financial Officer pursuant to Section 906 of the Sarbanes
                Oxley
                Act of 2002.




18


**SIGNATURES**





In
      accordance with the requirements of the Securities Exchange Act of 1934, the
      Company has caused this Report to be signed on its behalf by the undersigned,
      thereunto duly authorized.




Dated:
                May 14, 2007
            WGNB
                CORP.By:
            /s/
                H. B. Lipham, IIIH.
                B. Lipham, IIIChief
                Executive Officer and President
              (Principal
                Executive Officer)  By:
              /s/
                  Steven J. HaackSteven
                    J. HaackSecretary
                    and Treasurer
                  (Principal
                    Financial Officer)
  19