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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               __________________

                                   FORM 10-KSB

(Mark One)

[X]  Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934

     For fiscal year ended December 31, 2001              OR
                           -----------------

[_]  Transition report under Section 13 or 15(d) of the Securities Exchange Act
     of 1934

           For the transition period from ___________ to ____________

     Commission file number              0-24153
                            ----------------------------------------------------

                          First Georgia Community Corp.
--------------------------------------------------------------------------------
                 (Name of Small Business Issuer in its Charter)

                Georgia                                       58-2261088
---------------------------------------------        ---------------------------
     (State or Other Jurisdiction of                            (I.R.S. Employer
     Incorporation or Organization)                          Identification No.)


150 Covington Street, Jackson, GA                              30233
---------------------------------------------        ---------------------------
     (Address of Principal Executive Offices)                         (Zip Code)

                                 (770) 504-1090
--------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

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

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

                          Common Stock, $5.00 par value
--------------------------------------------------------------------------------
                                (Title of Class)

Indicate by check mark whether the registrant : (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act 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
past 90 days.

Yes   X      No
    -----

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [_]

The aggregate market value of the voting stock held by non-affiliates of the
registrant at March 15, 2002 was $8,810,061 based on recent private sales known
to the registrant at a price of $19.50 per share. There is no established
trading market for the registrant's stock.

     Number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 760,708 shares of Common Stock at
March 15, 2002


                       DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the Registrant's Annual Report to Shareholders for the fiscal
year ended December 31, 2001 are incorporated by reference into Part II.

     Portions of the Registrant's Proxy Statement for the Annual Meeting of
Shareholders, scheduled to be held on April 25, 2002, are incorporated by
reference into Part III.

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                                     PART I

ITEM 1.   BUSINESS

Background

     First Georgia Community Corp. (the "Company"), Jackson, Georgia, was
incorporated as a Georgia business corporation for the purpose of becoming a
bank holding company by acquiring all of the common stock of First Georgia
Community Bank, Jackson, Georgia (the "Bank") upon its formation. The Company
filed applications with the Board of Governors of the Federal Reserve System
(the "Federal Reserve") and the Georgia Department of Banking and Finance (the
"DBF') for prior approval to become a bank holding company. The Company received
Federal Reserve approval on December 24, 1996 and DBF approval on December 3,
1996. The Company became a bank holding company within the meaning of the
Federal Bank Holding Company Act and the Georgia bank holding company law upon
the acquisition of all of the common stock of the Bank, which occurred in
September 1997.

     The Bank is the sole operating subsidiary of the Company. On October 11,
1996, the Bank received approval of its Articles of Incorporation from the DBF.
Its permit to begin business was issued, and it opened for business on September
8, 1997. The deposits at the Bank are insured by the FDIC, initial approval by
the FDIC having been obtained on September 30, 1996.

Business of the Issuer

     The Bank conducts a general commercial banking business in its primary
service area, emphasizing the banking needs of individuals and small- to
medium-sized businesses. The Company conducts business from its office located
at 150 Covington Street, Jackson, Georgia 30233.

     The Company is authorized to engage in any activity permitted by law to a
corporation, subject to applicable federal regulatory restrictions on the
activities of bank holding companies. The Company was formed for the purpose of
becoming a holding company to own 100% of the stock of the Bank. The holding
company structure provides the Company with greater flexibility than the Bank.
While the Company has no present plans to engage actively in any nonbanking
business activities, management anticipates studying the feasibility of
establishing or acquiring subsidiaries to engage in other business activities to
the extent permitted by law.

     The principal business of the Bank is to accept deposits from the public
and to make loans and other investments in and around Butts County, Georgia, as
well as the geographically adjacent counties, its primary service area.

     The Bank offers a full range of deposit services that are typically
available from financial institutions. The Bank offers personal and business
checking accounts, interest-bearing checking accounts, savings accounts, money
market funds and various types of certificates of deposit. The Bank also offers
installment loans, real estate loans, second mortgage loans, commercial loans
and home equity lines of credit. In addition, the Bank provides such services as
official bank checks and money orders, MasterCard and VISA credit cards, safe
deposit boxes, travelers' checks, bank by mail, direct deposit of payroll and
social security checks, and U.S. Savings Bonds. All deposit accounts are insured
by the FDIC up to the maximum amount currently permitted by law.

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     The Bank's lending philosophy is to make loans, taking into consideration
the safety of the Bank's depositors' funds, the preservation of the Bank's
liquidity, the interest of the Company's shareholders, and the welfare of the
community. Interest income from the Bank's lending operations is the principal
component of the Bank's income, so therefore prudent lending is essential for
the prosperity of the Bank.

     The principal sources of income for the Bank are interest and fees
collected on loans, interest and dividends collected on other investments, and
mortgage brokerage fees. The principal expenses of the Bank are interest paid on
deposits, employee compensation, office expenses, and other overhead expenses.

     The Bank's business plan relies principally upon local advertising and
promotional activity and upon personal contacts by its directors, officers and
shareholders to attract business and to acquaint potential customers with the
Bank's personalized services. The Bank emphasizes a high degree of personalized
client service in order to be able to provide for each customer's banking needs.
The Bank's marketing approach emphasizes the advantages of dealing with an
independent, locally-owned and managed state chartered bank to meet the
particular needs of individuals, professionals and small-to-medium-size
businesses in the community. All banking services are continually evaluated with
regard to their profitability. The Bank does not presently offer trust or
permissible securities services.

                           Supervision and Regulation

     Both the Company and the Bank are subject to extensive state and federal
banking regulations that impose restrictions on and provide for general
regulatory oversight of their operations. These laws are generally intended to
protect depositors and not shareholders. The following discussion describes the
material elements of the regulatory framework that applies to us.

The Company

     Since the Company owns all of the capital stock of the Bank, it is a bank
holding company under the federal Bank Holding Company Act of 1956. As a result,
the Company is primarily subject to the supervision, examination, and reporting
requirements of the Bank Holding Company Act and the regulations of the Federal
Reserve.

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

     .         acquiring direct or indirect ownership or control of any voting
          shares of any bank if, after the acquisition, the bank holding company
          will directly or indirectly own or control more than 5% of the bank's
          voting shares;

     .         acquiring all or substantially all of the assets of any bank; or

     .         merging or consolidating with any other bank holding company.

     Additionally, the Bank Holding Company Act provides that the Federal
Reserve may not approve any of these transactions if it would result in or tend
to create a monopoly or, substantially lessen competition or otherwise function
as a restraint of trade, unless the anticompetitive effects of the proposed
transaction are clearly outweighed by the public interest in meeting the
convenience and needs

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of the community to be served. The Federal Reserve is also required to consider
the financial and managerial resources and future prospects of the bank holding
companies and banks concerned and the convenience and needs of the community to
be served. The Federal Reserve's consideration of financial resources generally
focuses on capital adequacy, which is discussed below.

     Under the Bank Holding Company Act, if adequately capitalized and
adequately managed, the Company or any other bank holding company located in
Georgia may purchase a bank located outside of Georgia. Conversely, an
adequately capitalized and adequately managed bank holding company located
outside of Georgia may purchase a bank located inside Georgia. In each case,
however, restrictions may be placed on the acquisition of a bank that has only
been in existence for a limited amount of time or will result in specified
concentrations of deposits.

     For example, Georgia law prohibits a bank holding company from acquiring
control of a financial institution until the target financial institution has
been incorporated for five years. Because the Bank has been incorporated for
more than five years, this limitation does not apply to the Company or the Bank.

     Change in Bank Control. Subject to various exceptions, the Bank Holding
Company Act and the Change in Bank Control Act, together with related
regulations, require Federal Reserve approval prior to any person or company
acquiring "control" of a bank holding company. Control is conclusively presumed
to exist if an individual or company acquires 25% or more of any class of voting
securities of the bank holding company. Control is rebuttably presumed to exist
if a person or company acquires 10% or more, but less than 25%, of any class of
voting securities and either:

     .         the bank holding company has registered securities under Section
          12 of the Securities Act of 1934; or

     .         no other person owns a greater percentage of that class of voting
          securities immediately after the transaction.

Our common stock is registered under the Securities Exchange Act of 1934. The
regulations provide a procedure for challenge of the rebuttable control
presumption.

     Permitted Activities. Generally, bank holding companies are prohibited
under the Bank Holding Company Act, from engaging in or acquiring direct or
indirect control of more than 5% of the voting shares of any company engaged in
any activity other than:

     .         banking or managing or controlling banks; and

     .         an activity that the Federal Reserve determines to be so closely
          related to banking as to be a proper incident to the business of
          banking.

     Activities that the Federal Reserve has found to be so closely related to
banking as to be a proper incident to the business of banking include:

     .         factoring accounts receivable;

     .         making, acquiring, brokering or servicing loans and usual related
          activities;

     .         leasing personal or real property;

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     .         operating a non-bank depository institution, such as a savings
          association;

     .         trust company functions;

     .         financial and investment advisory activities;

     .         conducting discount securities brokerage activities;

     .         underwriting and dealing in government obligations and money
          market instruments;

     .         providing specified management consulting and counseling
          activities;

     .         performing selected data processing services and support
          services;

     .         acting as agent or broker in selling credit life insurance and
          other types of insurance in connection with credit transactions; and

     .         performing selected insurance underwriting activities.

     Despite prior approval, the Federal Reserve may order a bank holding
company or its subsidiaries to terminate any of these activities or to terminate
its ownership or control of any subsidiary when it has reasonable cause to
believe that the bank holding company's continued ownership, activity or control
constitutes a serious risk to the financial safety, soundness, or stability of
it or any of its bank subsidiaries.

     A bank holding company that qualifies and elects to become a financial
holding company is permitted to engage in activities that are financial in
nature or incidental or complementary to financial activity. The Bank Holding
Company Act expressly lists the following activities as financial in nature:

     .         lending, trust and other banking activities;

     .         insuring, guaranteeing, or indemnifying against loss or harm, or
          providing and issuing annuities, and acting as principal, agent, or
          broker for these purposes, in any state;

     .         providing financial, investment, or advisory services;

     .         issuing or selling instruments representing interests in pools of
          assets permissible for a bank to hold directly;

     .         underwriting, dealing in or making a market in securities;

     .         other activities that the Federal Reserve may determine to be so
          closely related to banking or managing or controlling banks as to be a
          proper incident to managing or controlling banks;

     .         foreign activities permitted outside of the United States if the
          Federal Reserve has determined them to be usual in connection with
          banking operations abroad;

     .         merchant banking through securities or insurance affiliates; and

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     .         insurance company portfolio investments.

     To qualify to become a financial holding company, the Bank and any other
depository institution subsidiary of the Company must be well capitalized and
well managed and must have a Community Reinvestment Act rating of at least
satisfactory. Additionally, the Company must file an election with the Federal
Reserve to become a financial holding company and must provide the Federal
Reserve with 30 days' written notice prior to engaging in a permitted financial
activity. Although we are eligible to elect to become a financial holding
company, we currently have no plans to make such an election.

     Support of Subsidiary Institutions. Under Federal Reserve policy, the
Company is expected to act as a source of financial strength for the Bank and to
commit resources to support the Bank. This support may be required at times
when, without this Federal Reserve policy, the Company might not be inclined to
provide it. In addition, any capital loans made by the Company to the Bank will
be repaid only after its deposits and various other obligations are repaid in
full. In the unlikely event of the Company's bankruptcy, any commitment by it to
a federal bank regulatory agency to maintain the capital of the Bank will be
assumed by the bankruptcy trustee and entitled to a priority of payment.

The Bank

     Since the Bank is a commercial bank chartered under the laws of the State
of Georgia, it is primarily subject to the supervision, examination and
reporting requirements of the FDIC and the Georgia Department of Banking and
Finance. The FDIC and Georgia Department of Banking and Finance regularly
examine the Bank's operations and have the authority to approve or disapprove
mergers, the establishment of branches and similar corporate actions. Both
regulatory agencies have the power to prevent the continuance or development of
unsafe or unsound banking practices or other violations of law. Additionally,
the Bank's deposits are insured by the FDIC to the maximum extent provided by
law. The Bank is also subject to numerous state and federal statutes and
regulations that affect its business, activities and operations.

     Branching. Under current Georgia law, the Bank may open branch offices
throughout Georgia with the prior approval of the Georgia Department of Banking
and Finance. In addition, with prior regulatory approval, the Bank may acquire
branches of existing banks located in Georgia. The Bank and any other national
or state-chartered bank generally may branch across state lines by merging with
banks in other states if allowed by the applicable states' laws. Georgia law,
with limited exceptions, currently permits branching across state lines through
interstate mergers.

     Under the Federal Deposit Insurance Act, states may "opt-in" and allow
out-of-state banks to branch into their state by establishing a new start-up
branch in the state. Currently, Georgia has not opted-in to this provision.
Therefore, interstate merger is the only method through which a bank located
outside of Georgia may branch into Georgia. This provides a limited barrier of
entry into the Georgia banking market, which protects us from an important
segment of potential competition. However, because Georgia has elected not to
opt-in, our ability to establish a new start-up branch in another state may be
limited. Many states that have elected to opt-in have done so on a reciprocal
basis, meaning that an out-of-state bank may establish a new start-up branch
only if their home state has also elected to opt-in. Consequently, until Georgia
changes its election, the only way we will be able to branch into states that
have elected to opt-in on a reciprocal basis will be through interstate merger.

     Prompt Corrective Action. The Federal Deposit Insurance Corporation
Improvement Act of 1991 establishes a system of prompt corrective action to
resolve the problems of undercapitalized

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financial institutions. Under this system, the federal banking regulators have
established five capital categories, well capitalized, adequately capitalized,
undercapitalized, significantly undercapitalized and critically
undercapitalized, in which all institutions are placed. The federal banking
agencies have also specified by regulation the relevant capital levels for each
of the other categories. At December 31, 2001, we qualified for the well
capitalized category.

     Federal banking regulators are required to take various mandatory
supervisory actions and are authorized to take other discretionary actions with
respect to institutions in the three undercapitalized categories. The severity
of the action depends upon the capital category in which the institution is
placed. Generally, subject to a narrow exception, the banking regulator must
appoint a receiver or conservator for an institution that is critically
undercapitalized.

     An institution in any of the undercapitalized categories is required to
submit an acceptable capital restoration plan to its appropriate federal banking
agency. A bank holding company must guarantee that a subsidiary depository
institution meets its capital restoration plan, subject to various limitations.
The controlling holding company's obligation to fund a capital restoration plan
is limited to the lesser of 5% of an undercapitalized subsidiary's assets at the
time it became undercapitalized or the amount required to meet regulatory
capital requirements. An undercapitalized institution is also generally
prohibited from increasing its average total assets, making acquisitions,
establishing any branches or engaging in any new line of business, except under
an accepted capital restoration plan or with FDIC approval. The regulations also
establish procedures for downgrading an institution to a lower capital category
based on supervisory factors other than capital.

     FDIC Insurance Assessments. The FDIC has adopted a risk-based assessment
system for insured depository institutions that takes into account the risks
attributable to different categories and concentrations of assets and
liabilities. The system assigns an institution to one of three capital
categories: (1) well capitalized; (2) adequately capitalized; and (3)
undercapitalized. These three categories are substantially similar to the prompt
corrective action categories described above, with the "undercapitalized"
category including institutions that are undercapitalized, significantly
undercapitalized, and critically undercapitalized for prompt corrective action
purposes. The FDIC also assigns an institution to one of three supervisory
subgroups based on a supervisory evaluation that the institution's primary
federal regulator provides to the FDIC and information that the FDIC determines
to be relevant to the institution's financial condition and the risk posed to
the deposit insurance funds. Assessments range from 0 to 27 cents per $100 of
deposits, depending on the institution's capital group and supervisory subgroup.
In addition, the FDIC imposes assessments to help pay off the $780 million in
annual interest payments on the $8 billion Financing Corporation bonds issued in
the late 1980s as part of the government rescue of the thrift industry. This
assessment rate is adjusted quarterly and is set at 1.82 cents per $100 of
deposits for the first quarter of 2002.

     The FDIC may terminate its insurance of deposits if it finds that the
institution has engaged in unsafe and unsound practices, is in an unsafe or
unsound condition to continue operations, or has violated any applicable law,
regulation, rule, order or condition imposed by the FDIC.

     Community Reinvestment Act. The Community Reinvestment Act requires that,
in connection with examinations of financial institutions within their
respective jurisdictions, the Federal Reserve or the FDIC shall evaluate the
record of each financial institution in meeting the credit needs of its local
community, including low and moderate-income neighborhoods. These facts are also
considered in evaluating mergers, acquisitions, and applications to open a
branch or facility. Failure to adequately meet these criteria could impose
additional requirements and limitations on the Bank and the Company. Since our
aggregate assets are not more than $250 million, under the Gramm-Leach-Bliley
Act, we are

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subject to a Community Reinvestment Act examination only once every 60 months if
we receive an outstanding rating, once every 48 months if we receive a
satisfactory rating and as needed if our rating is less than satisfactory.
Additionally, we must publicly disclose the terms of various Community
Reinvestment Act-related agreements.

     Other Regulations. Interest and other charges collected or contracted for
by the Bank are subject to state usury laws and federal laws concerning interest
rates. For example, under the Soldiers' and Sailors' Civil Relief Act of 1940, a
lender is generally prohibited from charging an annual interest rate in excess
of 6% on any obligation for which the borrower is a person on active duty with
the United States military.

     The Bank's loan operations are also subject to federal laws applicable to
credit transactions, such as:

     .         The federal Truth-In-Lending Act, governing disclosures of credit
          terms to consumer borrowers;

     .         The Home Mortgage Disclosure Act of 1975, requiring financial
          institutions to provide information to enable the public and public
          officials to determine whether a financial institution is fulfilling
          its obligation to help meet the housing needs of the community it
          serves;

     .         The Equal Credit Opportunity Act, prohibiting discrimination on
          the basis of race, creed or other prohibited factors in extending
          credit;

     .         The Fair Credit Reporting Act of 1978, governing the use and
          provision of information to credit reporting agencies;

     .         The Fair Debt Collection Act, governing the manner in which
          consumer debts may be collected by collection agencies;

     .         Soldiers' and Sailors' Civil Relief Act of 1940, governing the
          repayment terms of, and property rights underlying, secured
          obligations of persons in military service; and

     .         The rules and regulations of the various federal agencies charged
          with the responsibility of implementing these federal laws.

The deposit operations of the Bank are subject to:

     .         The Right to Financial Privacy Act, which imposes a duty to
          maintain confidentiality of consumer financial records and prescribes
          procedures for complying with administrative subpoenas of financial
          records; and

     .         The Electronic Funds Transfer Act and Regulation E issued by the
          Federal Reserve to implement that act, which govern automatic deposits
          to and withdrawals from deposit accounts and customers' rights and
          liabilities arising from the use of automated teller machines and
          other electronic banking services.

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Capital Adequacy

     The Company and the Bank are required to comply with the capital adequacy
standards established by the Federal Reserve, in the case of the Company, and
the FDIC and Georgia Department of Banking and Finance, in the case of the Bank.
The Federal Reserve has established a risk-based and a leverage measure of
capital adequacy for bank holding companies. Since the Company's consolidated
total assets are less than $150 million, under the Federal Reserve's capital
guidelines, our capital adequacy is measured on a bank-only basis, as opposed to
a consolidated basis. The Bank is also subject to risk-based and leverage
capital requirements adopted by the FDIC, which are substantially similar to
those adopted by the Federal Reserve for bank holding companies.

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

     The minimum guideline for the ratio of total capital to risk-weighted
assets is 8%. Total capital consists of two components, Tier 1 Capital and Tier
2 Capital. Tier 1 Capital generally consists of common shareholders' equity,
minority interests in the equity accounts of consolidated subsidiaries,
qualifying noncumulative perpetual preferred stock, and a limited amount of
qualifying cumulative perpetual preferred stock and trust preferred securities,
less goodwill and other specified intangible assets. Tier 1 Capital must equal
at least 4% of risk-weighted assets. Tier 2 Capital generally consists of
subordinated debt, other preferred stock and hybrid capital and a limited amount
of loan loss reserves. The total amount of Tier 2 Capital is limited to 100% of
Tier 1 Capital. At December 31, 2001 our ratio of total capital to risk-weighted
assets was 10.25% and our ratio of Tier 1 Capital to risk-weighted assets was
8.99%.

     In addition, the Federal Reserve has established minimum leverage ratio
guidelines for bank holding companies. These guidelines provide for a minimum
ratio of Tier 1 Capital to average assets, less goodwill and other specified
intangible assets, of 3% for bank holding companies that meet specified
criteria, including having the highest regulatory rating and implementing the
Federal Reserve's risk-based capital measure for market risk. All other bank
holding companies generally are required to maintain a leverage ratio of at
least 4%. At December 31, 2001, our leverage ratio was 7.97%. The guidelines
also provide that bank holding companies experiencing internal growth or making
acquisitions will be expected to maintain strong capital positions substantially
above the minimum supervisory levels without reliance on intangible assets. The
Federal Reserve considers the leverage ratio and other indicators of capital
strength in evaluating proposals for expansion or new activities.

     The Bank and the Company are also both subject to leverage capital
guidelines issued by the Georgia Department of Banking and Finance, which
provide for minimum ratios of Tier 1 capital to total assets. These guidelines
are substantially similar to those adopted by the Federal Reserve in the case of
the Company and those adopted by the FDIC in the case of the Bank.

     Failure to meet capital guidelines could subject a bank or bank holding
company to a variety of enforcement remedies, including issuance of a capital
directive, the termination of deposit insurance by the FDIC, a prohibition on
accepting brokered deposits, and certain other restrictions on its business. As
described above, significant additional restrictions can be imposed on
FDIC-insured depository institutions that fail to meet applicable capital
requirements. See "--Prompt Corrective Action."

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Payment of Dividends

     The Company is a legal entity separate and distinct from the Bank. The
principal source of the Company's cash flow, including cash flow to pay
dividends to its shareholders, is dividends that the Bank pays to it. Statutory
and regulatory limitations apply to the Bank's payment of dividends to the
Company as well as to the Company's payment of dividends to its shareholders.

     If, in the opinion of the federal banking regulator, the Bank were engaged
in or about to engage in an unsafe or unsound practice, the federal banking
regulator could require, after notice and a hearing, that it cease and desist
from its practice. The federal banking agencies have indicated that paying
dividends that deplete a depository institution's capital base to an inadequate
level would be an unsafe and unsound banking practice. Under the Federal Deposit
Insurance Corporation Improvement Act of 1991, a depository institution may not
pay any dividend if payment would cause it to become undercapitalized or if it
already is undercapitalized. Moreover, the federal agencies have issued policy
statements that provide that bank holding companies and insured banks should
generally only pay dividends out of current operating earnings. See "--Prompt
Corrective Action" above.

     The Georgia Department of Banking and Finance also regulates the Bank's
dividend payments and must approve dividend payments that would exceed 50% of
the Bank's net income for the prior year. Our payment of dividends may also be
affected or limited by other factors, such as the requirement to maintain
adequate capital above regulatory guidelines.

     At January 1, 2002, the Bank was able to pay approximately $485,000 in
dividends to the Company without prior regulatory approval.

Restrictions on Transactions with Affiliates

     The Company and the Bank are subject to the provisions of Section 23A of
the Federal Reserve Act. Section 23A places limits on the amount of:

     .         loans or extensions of credit to affiliates;

     .         investment in affiliates;

     .         the purchase of assets from affiliates, except for real and
          personal property exempted by the Federal Reserve;

     .         loans or extensions of credit to third parties collateralized by
          the securities or obligations of affiliates; and

     .         any guarantee, acceptance or letter of credit issued on behalf of
          an affiliate.

     The total amount of the above transactions is limited in amount, as to any
one affiliate, to 10% of a bank's capital and surplus and, as to all affiliates
combined, to 20% of a bank's capital and surplus. In addition to the limitation
on the amount of these transactions, each of the above transactions must also
meet specified collateral requirements. The Company must also comply with other
provisions designed to avoid the taking of low-quality assets.

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     The Company and the Bank are also subject to the provisions of Section 23B
of the Federal Reserve Act which, among other things, prohibit an institution
from engaging in the above transactions with affiliates unless the transactions
are on terms substantially the same, or at least as favorable to the institution
or its subsidiaries, as those prevailing at the time for comparable transactions
with nonaffiliated companies.

     The Bank is also subject to restrictions on extensions of credit to its
executive officers, directors, principal shareholders and their related
interests. These extensions of credit (1) must be made on substantially the same
terms, including interest rates and collateral, as those prevailing at the time
for comparable transactions with third parties, and (2) must not involve more
than the normal risk of repayment or present other unfavorable features.

Privacy

     Financial institutions are required to disclose their policies for
collecting and protecting confidential information. Customers generally may
prevent financial institutions from sharing nonpublic personal financial
information with nonaffiliated third parties except under narrow circumstances,
such as the processing of transactions requested by the consumer. Additionally,
financial institutions generally may not disclose consumer account numbers to
any nonaffiliated third party for use in telemarketing, direct mail marketing or
other marketing to consumers.

Anti-Terrorism Legislation

     In the wake of the tragic events of September 11/th/, on October 26, 2001,
the President signed the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act
of 2001. Under the USA PATRIOT Act, financial institutions are subject to
prohibitions against specified financial transactions and account relationships
as well as enhanced due diligence and "know your customer" standards in their
dealings with foreign financial institutions and foreign customers. For example,
the enhanced due diligence policies, procedures, and controls generally require
financial institutions to take reasonable steps--

     .         to conduct enhanced scrutiny of account relationships to guard
          against money laundering and report any suspicious transaction;

     .         to ascertain the identity of the nominal and beneficial owners
          of, and the source of funds deposited into, each account as needed to
          guard against money laundering and report any suspicious transactions;

     .         to ascertain for any foreign bank, the shares of which are not
          publicly traded, the identity of the owners of the foreign bank, and
          the nature and extent of the ownership interest of each such owner;
          and

     .         to ascertain whether any foreign bank provides correspondent
          accounts to other foreign banks and, if so, the identity of those
          foreign banks and related due diligence information.

     Under the USA PATRIOT Act, financial institutions have 180 days from
enactment (or until April 25, 2002) to establish anti-money laundering programs.
The USA PATRIOT Act sets forth minimum standards for these programs, including:

     .         the development of internal policies, procedures, and controls;

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     .         the designation of a compliance officer;

     .         an ongoing employee training program; and

     .         an independent audit function to test the programs.

Before the 180-day grace period expires, the Secretary of the Treasury will
prescribe regulations that consider the extent to which these new requirements
are commensurate with the size, location, and activities of financial
institutions subject to the Act.

     In addition, the USA PATRIOT Act authorizes the Secretary of the Treasury
to adopt rules increasing the cooperation and information sharing between
financial institutions, regulators, and law enforcement authorities regarding
individuals, entities and organizations engaged in, or reasonably suspected
based on credible evidence of engaging in, terrorist acts or money laundering
activities. Any financial institution complying with these rules will not be
deemed to have violated the privacy provisions of the Gramm-Leach-Bliley Act, as
discussed above.

Proposed Legislation and Regulatory Action

     New regulations and statutes are regularly proposed that contain
wide-ranging proposals for altering the structures, regulations and competitive
relationships of the nation's financial institutions operating in the United
States. We cannot predict whether or in what form any proposed regulation or
statute will be adopted or the extent to which our business may be affected by
any new regulation or statute.

Effect of Governmental Monetary Polices

     Our earnings are affected by domestic economic conditions and the monetary
and fiscal policies of the United States government and its agencies. The
Federal Reserve Bank's monetary policies have had, and are likely to continue to
have, an important impact on the operating results of commercial banks through
its power to implement national monetary policy in order, among other things, to
curb inflation or combat a recession. The monetary policies of the Federal
Reserve affect the levels of bank loans, investments and deposits through its
control over the issuance of United States government securities, its regulation
of the discount rate applicable to member banks and its influence over reserve
requirements to which member banks are subject. We cannot predict the nature or
impact of future changes in monetary and fiscal policies.

Employees

     As of March 15, 2002, the Bank had 30 full-time employees and 6 part-time
employees. The Company does not have any employees who are not also employees of
the Bank. The Company and the Bank are not parties to any collective bargaining
agreement, and management believes the Bank has good relations with its
employees.

                                       11

<PAGE>

ITEM 2.  PROPERTIES

     The Company owns a two-story main office building on a 2.5 acre tract of
land located at 150 Covington Street, Jackson, Georgia. The building has
approximately 9,085 square feet of finished space. The main office has five
inside teller stations and four outside drive-up teller stations. The first
floor also has six customer service stations, ten enclosed office spaces (all of
which are presently occupied), a safe deposit vault, a coupon/check printing
room, a children's play room, and three customer waiting areas. The second floor
of the building is unoccupied and is used for storage space and future
expansion. In management's opinion, the office building and personal property of
the Company and the Bank are adequately covered by insurance and are adequate
for the operation of the Bank's business.

ITEM 3.  LEGAL PROCEEDINGS

     There are no material pending legal proceedings to which the Company or the
Bank is a party or to which any of their properties are subject; nor are there
material proceedings known to the Company or the Bank to be contemplated by any
governmental authority; nor are there material proceedings known to the Company
or the Bank, pending or contemplated, in which any director, officer or
affiliate or any principal security holder of the Company or the Bank, or any
associate of any of the foregoing, is a party or has an interest adverse to the
Company.

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

     None.

                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

     As of December 31, 2001, there were approximately 987 shareholders of
record of the Company's common stock. There is no established trading market for
the Company's common stock. The Company had 760,708 shares of its common stock
outstanding as of December 31, 2001. The Company has not paid and does not
anticipate paying dividends on its common stock in the immediate future. At
present, the only source of funds from which the Company could pay dividends
would be dividends paid to the Company by the Bank. Certain regulatory
requirements restrict the amount of dividends that can be paid to the Company by
the Bank without obtaining the prior approval of the DBF. No assurance can be
given that dividends will be declared by the Company, or if declared, what the
amount of the dividends will be or whether such dividends, once declared, would
continue.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     The discussion required by Item 6 is included in the section of the same
title contained in the Company's Annual Report to Shareholders for the year
ended December 31, 2001 and is incorporated herein by reference. See Exhibit
13.1.

                                       12

<PAGE>

ITEM 7.  FINANCIAL STATEMENTS

     The consolidated financial statements, notes thereto and independent
auditors' report thereon are included in the Company's Annual Report to
Shareholders for the year ended December 31, 2001 and are incorporated herein by
reference. See Exhibit 13.2.

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

     None.


                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

     The information required by this Item is included in the Company's Proxy
Statement for the Annual Meeting of Shareholders to be held on April 25, 2002
under the headings "Identification of Directors and Executive Officers,"
"Non-Director Executive Officers of the Bank" and "Filings Under Section 16(a)"
and is incorporated herein by reference.

ITEM 10. EXECUTIVE COMPENSATION

     The information required by this Item is included in the Company's Proxy
Statement for the Annual Meeting of Shareholders to be held on April 25, 2002
under the heading "Compensation of Directors and Executive Officers" and is
incorporated herein by reference.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information required by this item is included in the Company's Proxy
Statement for the Annual Meeting of Shareholders to be held on April 25, 2002
under the heading "Stock Ownership of Directors Nominees and Director Nominees
and Officers as a Group" and "Stock Ownership of Certain Beneficial Owners" and
is incorporated herein by reference.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by this Item is included in the Company's Proxy
Statement for the Annual Meeting of Shareholders to be held on April 25, 2002
under the headings "Transactions with Management" and is incorporated herein by
reference.

                                       13

<PAGE>

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Financial Statements

          The following financial statements are attached in Exhibit 13.1 and
are incorporated herein by reference:

     Independent auditor's report
     Consolidated balance sheets
     Consolidated statements of income
     Consolidated statements of comprehensive income
     Consolidated statements of stockholders' equity
     Consolidated statements of cash flows
     Notes to consolidated financial statements

     (b)  Reports on Form 8-K:

          None

     (c)  Exhibits

            Exhibit
            Number           Exhibit
            ------           -------

          3.1            Articles of Incorporation. (1)

          3.2            Bylaws. (1)

          4.1            See Exhibits 3.1 and 3.2 for provisions of the
                         Company's Articles of Incorporation and Bylaws
                         governing the rights of holders of securities of the
                         Company.

          10.1*          Employment Contract between John L. Coleman and the
                         Company (1)

          10.2*          Stock Option Agreement between the Company and John L.
                         Coleman (1)

          10.3*          First Georgia Community Corp. 2001 Stock Incentive Plan
                         (2)

          10.4*          Form of Director Deferred Fee Agreement, as amended

          13.1           Management's Discussion and Analysis of Financial
                         Condition and Results of Operations (from the 2001
                         Annual Report to Shareholders)

          13.2           Consolidated Financial Statements of the Company,
                         including the notes thereto and the independent
                         auditors' report thereon (from the 2001 Annual Report
                         to Shareholders)

                                       14

<PAGE>

          21.1           Subsidiaries of the Company.

          23.1           Consent of Mauldin & Jenkins, LLC

_________________

*    Indicates a management compensation plan or agreement.

(1)  Incorporated by reference to the exhibit of the same number filed with the
     Company's Registration Statement on Form SB-2 (Regis. No. 333-13583).

(2)  Incorporated by reference to the exhibit of the same number filed with the
     Company's Annual Report on Form 10-KSB for the year ended December 31, 2000
     (File No. 0-24153).

     (d)  Financial Statements

          The financial statement schedules for which provision is made in the
          applicable accounting regulations of the Commission are either not
          required under the related instructions or are inapplicable and have
          therefore been omitted.

                                       15

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized on March 28, 2002.

                                    FIRST GEORGIA COMMUNITY CORP.

                                    By:  /s/ John L. Coleman
                                         ---------------------------------------
                                         John L. Coleman
                                         President and Chief Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on March 28, 2002.

            Signature                            Title
            ---------                            -----

/s/ John L. Coleman                       President and Chief Executive Officer
-----------------------------
John L. Coleman*

/s/ D. Richard Ballard                    Director
-----------------------------
D. Richard Ballard

/s/ Charles W. Carter                     Director
-----------------------------
Charles W. Carter

/s/ Alfred D. Fears, Jr.                  Director
-----------------------------
Alfred D. Fears, Jr.

/s/ William B. Jones                      Director
-----------------------------
William B. Jones

/s/ Harry Lewis                           Director
-----------------------------
Harry Lewis**

/s/ Joey McClelland                       Director
-----------------------------
Joey McClelland

/s/ Alexander Pollack                     Director
-----------------------------
Alexander Pollack

/s/ Robert Ryan                           Director
-----------------------------
Robert Ryan

/s/ James H. Warren                       Director
-----------------------------
James H. Warren

/s/ George L. Weaver                      Director
-----------------------------
George L. Weaver

 * Principal Executive Officer
** Principal Financial and Accounting Officer

                                       16