##### Index to Financial Statements

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-KSB



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(Mark One)

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

For fiscal year ended December 31, 2005



| ̈ | 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



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First Georgia Community Corp.

(Name of Small Business Issuer in its Charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Georgia                                                        |  | 58-2266960                          
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)



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

(Issuers Telephone Number, Including Area Code) (770) 504-1090



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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)



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Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. ̈

Check whether the issuer : (1) 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 ̈

Check if there is no 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. ̈

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

State issuers revenues for its most recent fiscal year $17,199,115.

The aggregate market value of the voting and non-voting common equity stock held by non-affiliates of the registrant at December 31, 2005 was
$13,997,048 based on recent private sales known to the registrant at a price of $26.00 per share. There is no established trading market for the registrants stock.

CORPORATE REGISTRANTS

State the number of shares outstanding of each of the issuers classes of
common equity, as of the latest practicable date: 954,907 shares of Common Stock at March 20, 2006.

DOCUMENTS INCORPORATED BY
REFERENCE

Portions of the Registrants Proxy Statement for the Annual Meeting of Shareholders are incorporated by reference into Part
III.

Transitional Small Business Disclosure Format:    Yes ̈;    No  x



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##### Index to Financial Statements

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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##### Index to Financial Statements

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.

Employees

As of March 20, 2006, the Bank had 54
full-time employees and 10 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.

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 generally are 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. As a bank holding company located in Georgia, the Georgia Department of Banking and Finance also regulates and monitors all significant aspects of the Companys operations.

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;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Index to Financial Statements

| |  |  | 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 anti-competitive effects of the proposed transaction are clearly outweighed by the public interest in meeting the convenience and needs 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. Currently, Georgia law
prohibits acquisitions of banks that have been incorporated for less than three years. Because the Bank has been incorporated for more than three years, this limitation does not apply to the Bank or to the Company.

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 refutably 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 also provide a procedure for challenging the rebuttable presumption of control.

Permitted Activities. A bank holding company is generally permitted under the Bank Holding Company Act to engage in or
acquire direct or indirect control of more than 5% of the voting shares of any company engaged in the following activities:



| |  |  | Banking or managing or controlling banks; and
| | - |  | ---------------------------------------------



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##### Index to Financial Statements

| |  |  | Any 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;
| | - |  | ----------------------------------



| |  |  | 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.

In addition to the permissible bank holding company activities listed above, a bank holding company may qualify and elect to become a financial holding
company, permitting the bank holding company 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;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Index to Financial Statements

| |  |  | 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
| | - |  | ----------------------------------------------------------------



| |  |  | 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. While the
Company meets the qualification standards applicable to financial holding companies, the Company has not elected to become a financial holding company at this time.

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

The Bank is subject to
extensive state and federal banking regulations that impose restrictions on and provide for general regulatory oversight of our 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.

Since the Bank is a commercial bank chartered under the
laws of the State of Georgia and is a Federal Reserve member, it is primarily subject to the supervision, examination and reporting requirements of the Federal Reserve Bank of Atlanta and the Georgia Department of Banking and Finance. The Federal
Reserve Bank of Atlanta 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



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##### Index to Financial Statements

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 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, 2005, the Bank 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 that is categorized as undercapitalized, significantly undercapitalized, or critically undercapitalized 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.



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##### Index to Financial Statements

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 1.32 cents per $100 of deposits for the first quarter of 2006.

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.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 Servicemember Civil Relief Act which amended 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;
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | 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;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



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##### Index to Financial Statements

| |  |  | Fair Credit Reporting Act of 1978, as amended by the Fair and Accurate Transactions Act, governing the use and provision of information to credit reporting agencies, certain
identity theft protections, and certain credit and other disclosures;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Fair Debt Collection Act, governing the manner in which consumer debts may be collected by collection agencies; and
| | - |  | -------------------------------------------------------------------------------------------------------------------



| |  |  | 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.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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, 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. 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 stock, minority interests in the equity accounts of consolidated subsidiaries, noncumulative
perpetual preferred stock, and a limited amount of qualifying cumulative perpetual preferred stock, 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 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, 2005, the Banks ratio of total capital to risk-weighted
assets was 11.28% and our ratio of Tier 1 Capital to risk-weighted assets was 10.12%.



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##### Index to Financial Statements

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, 2005, our leverage ratio was
8.34%. 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.

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.

Payment of Dividends

The Company is a legal entity separate and distinct from the Bank. The principal sources of the Companys cash flow, including cash flow to pay dividends to its shareholders, are dividends that the Bank pays to its sole shareholder,
the Company. Statutory and regulatory limitations apply to the Banks payment of dividends. 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 stop or refrain from engaging in the questioned 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 The
BankPrompt Corrective Action.

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.

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:



| |  |  | a banks loans or extensions of credit to affiliates;
| | - |  | -----------------------------------------------------



| |  |  | a banks investment in affiliates;
| | - |  | ----------------------------------



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##### Index to Financial Statements

| |  |  | assets a bank may purchase from affiliates, except for real and personal property exempted by the Federal Reserve;
| | - |  | ------------------------------------------------------------------------------------------------------------------



| |  |  | loans or extensions of credit made by a bank to third parties collateralized by the securities or obligations of affiliates; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------



| |  |  | a banks 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 Bank must also comply with
other provisions designed to avoid the taking of low-quality assets.

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 or when the financial institution is jointly sponsoring a product or service with a nonaffiliated third party. 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

The Bank is subject to the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism (the USA PATRIOT Act) of 2001 as it amended the Bank Secrecy Act and the rules and regulations of the Office of Foreign Assets Control. These statutes and related rules and regulations impose
requirements and limitations on specified financial transactions and account relationships, intended to guard against money laundering and terrorism financing. The Bank has established a customer identification program pursuant to the know
your customer rules contained in Section 326 of the USA PATRIOT Act and has otherwise implemented policies and procedures to comply with the foregoing rules.



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##### Index to Financial Statements

Federal Deposit Insurance Reform

On February 8, 2006, President Bush signed the Federal Deposit Insurance Reform Act of 2005 (FDIRA). The FDIC must adopt rules implementing the various provisions of FDIRA by November 5, 2006.



| |  |  | Among other things, FDIRA changes the Federal deposit insurance system by:
| | - |  | --------------------------------------------------------------------------



| |  |  | raising the coverage level for retirement accounts to $250,000;
| | - |  | ---------------------------------------------------------------



| |  |  | indexing deposit insurance coverage levels for inflation beginning in 2012;
| | - |  | ---------------------------------------------------------------------------



| |  |  | prohibiting undercapitalized financial institutions from accepting employee benefit plan deposits;
| | - |  | --------------------------------------------------------------------------------------------------



| |  |  | merging the Bank Insurance Fund and Savings Association Insurance Fund into a new Deposit Insurance Fund (the DIF); and
| | - |  | -----------------------------------------------------------------------------------------------------------------------



| |  |  | providing credits to financial institutions that capitalized the FDIC prior to 1996 to offset future assessment premiums.
| | - |  | -------------------------------------------------------------------------------------------------------------------------

FDIRA also authorizes the FDIC to revise the current risk-based assessment system, subject to notice and comment and caps the amount of the DIF at 1.50%
of domestic deposits. The FDIC must issue cash dividends, awarded on a historical basis, for the amount of the DIF over the 1.50% ratio. Additionally, if the DIF exceeds 1.35% of domestic deposits at year-end, the FDIC must issue cash dividends,
awarded on a historical basis, for half of the amount of the excess.

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 financial institutions operating or doing business 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.



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##### Index to Financial Statements

Risk Factors

An investment in our common stock involves risks. If any of the following risks or other risks, which have not been identified or which we may believe are immaterial or unlikely, actually occur, our business,
financial condition and results of operations could be harmed. In such a case, the trading price of our common stock could decline, and shareholders may lose all or part of their investment. The risks discussed below also include forward-looking
statements, and our actual results may differ substantially from those discussed in these forward-looking statements.

We could suffer loan
losses from a decline in credit quality.

We could sustain losses if borrowers, guarantors and related parties fail to perform in
accordance with the terms of their loans. We have adopted underwriting and credit monitoring procedures and policies, including the establishment and review of the allowance for credit losses that we believe are appropriate to minimize this risk by
assessing the likelihood of nonperformance, tracking loan performance and diversifying our credit portfolio. These policies and procedures, however, may not prevent unexpected losses that could materially adversely affect our results of operations.

Our profitability is vulnerable to interest rate fluctuations.

Our profitability depends substantially upon our net interest income. Net interest income is the difference between the interest earned on assets, such as loans and investment securities, and the interest paid for
liabilities, such as savings and time deposits and out-of-market certificates of deposit. Market interest rates for loans, investments and deposits are highly sensitive to many factors beyond our control. Recently, our interest rate spreads have
generally widened due to changing market conditions, policies of various government and regulatory authorities and competitive pricing pressures, and we cannot predict whether these rate spreads will widen even further. If spreads were to narrow,
this could adversely affect our financial condition and results of operations. In addition, we cannot predict whether interest rates will continue to remain at present levels. Changes in interest rates may cause significant changes, up or down, in
our net interest income. Depending on our portfolio of loans and investments, our results of operations may be adversely affected by changes in interest rates.

Lack of seasoning of our loan portfolio may increase the risk of credit defaults in the future.

Due to the growth of
the bank over the past several years, a portion of the loans in our loan portfolio and our lending relationships are of relatively recent origin. In general, loans do not begin to show signs of credit deterioration or default until they have been
outstanding for some period of time, a process we refer to as seasoning. As a result, a portfolio of older loans will usually behave more predictably than a newer loan portfolio. Because a portion of our loan portfolio is relatively new,
the future level of delinquencies and defaults may be higher than current levels. If delinquencies and defaults increase, we may be required to increase our provision for loan losses, which would adversely affect our results of operations and
financial condition.



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##### Index to Financial Statements

Our business strategy includes the continuation of growth plans, and our financial condition and results of
operations could be negatively affected if we fail to grow or fail to manage our growth effectively.

We intend to pursue a growth
strategy for our business. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in growth stages of development. We cannot assure you we will be able to expand our market presence in
our existing markets or successfully enter new markets or that any such expansion will not adversely affect our results of operations. Failure to manage our growth effectively could have a material adverse effect on our business, financial
condition, results of operations, or future prospects, and could adversely affect our ability to successfully implement our business strategy. Also, if our growth occurs more slowly than anticipated or declines, our results of operations could be
materially adversely affected.

Our ability to grow successfully will depend on a variety of factors including the continued availability
of desirable business opportunities, the competitive responses from other financial institutions in our market areas and our ability to manage our growth. While we believe we have the management resources and internal systems in place to manage our
future growth, there can be no assurance that growth opportunities will be available or growth will be managed successfully.

Additional growth may
require us to raise additional capital in the future, but that capital may not be available when it is needed, which could adversely affect our financial condition and results of operations.

We are required by federal and state regulatory authorities to maintain adequate levels of capital to support our operations. We anticipate that our
current capital resources will satisfy our capital requirements for the foreseeable future. We may at some point, however, need to raise additional capital to support our continued growth.

Our ability to raise additional capital, if needed, will depend on conditions in the capital markets at that time, which are outside our control, and on
our financial performance. Accordingly, we cannot assure you of our ability to raise additional capital, if needed, on terms acceptable to us. If we cannot raise additional capital when needed, our ability to further expand our operations could be
materially impaired.

Our directors and executive officers own a significant portion of our common stock and can influence stockholder decisions.

Our directors and executive officers, as a group, beneficially owned approximately 43.62% of our fully diluted outstanding
common stock as of December 31, 2005. As a result of their ownership, the directors and executive officers will have the ability, if they voted their shares in concert, to influence the outcome of all matters submitted to our stockholders for
approval, including the election of directors.

Our ability to pay dividends is limited and we may be unable to pay future dividends. As a
result, capital appreciation, if any, of our common stock may be your sole opportunity for gains on your investment for the foreseeable future.

We make no assurances that we will pay any dividends in the future. Any future determination relating to dividend policy will be made at the discretion of our Board of Directors and



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##### Index to Financial Statements

will depend on a number of factors, including our future earnings, capital requirements, financial condition, future
prospects, regulatory restrictions and other factors that our Board of Directors may deem relevant. The holders of our common stock are entitled to receive dividends when, and if declared by our Board of Directors out of funds legally available for
that purpose. As part of our consideration to pay cash dividends, we intend to retain adequate funds from future earnings to support the development and growth of our business. In addition, our ability to pay dividends is restricted by federal
policies and regulations. It is the policy of the Federal Reserve Board that bank holding companies should pay cash dividends on common stock only out of net income available over the past year and only if prospective earnings retention is
consistent with the organizations expected future needs and financial condition. Further, our principal source of funds to pay dividends is cash dividends that we receive from the bank.

An economic downturn, especially one affecting our market areas, could adversely affect our financial condition, results of operations or cash flows.

Our success depends upon the growth in population, income levels, deposits and housing starts in our primary market areas. If the
communities in which we operate do not grow, or if prevailing economic conditions locally or nationally are unfavorable, our business may not succeed. Unpredictable economic conditions may have an adverse effect on the quality of our loan portfolio
and our financial performance. Economic recession over a prolonged period or other economic problems in our market areas could have a material adverse impact on the quality of the loan portfolio and the demand for our products and services. Future
adverse changes in the economies in our market areas may have a material adverse effect on our financial condition, results of operations or cash flows. Further, the banking industry in Georgia is affected by general economic conditions such as
inflation, recession, unemployment and other factors beyond our control. As a community bank, we are less able to spread the risk of unfavorable local economic conditions than larger or more regional banks. Moreover, we cannot give any assurance
that we will benefit from any market growth or favorable economic conditions in our primary market areas even if they do occur.

If the value of real
estate in our core market were to decline materially, a significant portion of our loan portfolio could become under-collateralized, which could have a material adverse effect on our business, financial condition and results of operations.

With most of our loans concentrated in Butts County and contiguous counties, a decline in local economic conditions could adversely
affect the values of our real estate collateral. Consequently, a decline in local economic conditions may have a greater effect on our earnings and capital than on the earnings and capital of larger financial institutions whose real estate loan
portfolios are geographically diverse.

In addition to considering the financial strength and cash flow characteristics of borrowers, we
often secure loans with real estate collateral. At December 31, 2005, approximately 91% of our loans had real estate as a primary or secondary component of collateral. The real estate collateral in each case provides an alternate source of
repayment in the event of default by the borrower and may deteriorate in value during the time the credit is extended. If we are required to liquidate the collateral securing a loan to satisfy the debt during a period of reduced real estate values,
our earnings and capital could be adversely affected.



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##### Index to Financial Statements

Our plans for future expansion depend, in some instances, on factors beyond our control, and an unsuccessful
attempt to achieve growth could have a material adverse effect on our business, financial condition, results of operations and future prospects.

We expect to continue to engage in new branch expansion in the future. We may also seek to acquire other financial institutions, or parts of those institutions, though we have no present plans in that regard.
Expansion involves a number of risks, including:



| |  |  | the time and costs of evaluating new markets, hiring experienced local management and opening new offices;
| | - |  | ----------------------------------------------------------------------------------------------------------



| |  |  | the time lags between these activities and the generation of sufficient assets and deposits to support the costs of the expansion;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  |  | we may not be able to finance an acquisition without diluting the interests of our existing shareholders;
| | - |  | ---------------------------------------------------------------------------------------------------------



| |  |  | the diversion of our managements attention to the negotiation of a transaction may detract from their business productivity;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------



| |  |  | we may enter into new markets where we lack experience; and
| | - |  | -----------------------------------------------------------



| |  |  | we may introduce new products and services with which we have no prior experience into our business.
| | - |  | ----------------------------------------------------------------------------------------------------

Our recent results may not be indicative of our future results, and may not provide guidance to assess the risk of an investment in our common stock.

We may not be able to sustain our historical rate of growth or may not even be able to grow our business at all. In the future, we may not have the
benefit of several recently favorable factors, such as a generally increasing interest rate environment, a strong residential mortgage market or the ability to find suitable expansion opportunities. Various factors, such as economic conditions,
regulatory and legislative considerations and competition, may also impede or prohibit our ability to expand our market presence. If we experience a significant decrease in our historical rate of growth, our results of operations and financial
condition may be adversely affected due to a high percentage of our operating costs being fixed expenses.

Competition from other financial
institutions may adversely affect our profitability.

The banking business is highly competitive, and we experience strong
competition from many other financial institutions. We compete with commercial banks, credit unions, savings and loan associations, mortgage banking firms, consumer finance companies, securities brokerage firms, insurance companies, money market
funds and other financial institutions, which operate in our primary market areas and elsewhere.

We compete with these institutions both
in attracting deposits and in making loans. In addition, we have to attract our customer base from other existing financial institutions and from new residents. Many of our competitors are well-established and much larger financial institutions.
While we believe we can and do successfully compete with these other financial institutions in our markets, we may face a competitive disadvantage as a result of our smaller size and lack of geographic diversification.



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##### Index to Financial Statements

Although we compete by concentrating our marketing efforts in our primary market area with local
advertisements, personal contacts and greater flexibility in working with local customers, we can give no assurance that this strategy will be successful.

As a community bank, we have different lending risks than larger banks.

We provide services to our local
communities. Our ability to diversify our economic risks is limited by our own local markets and economies. We lend primarily to small to medium-sized businesses, and, to a lesser extent, individuals which may expose us to greater lending risks than
those of banks lending to larger, better-capitalized businesses with longer operating histories.

We manage our credit exposure through
careful monitoring of loan applicants and loan concentrations in particular industries, and through loan approval and review procedures. We have established an evaluation process designed to determine the adequacy of our allowance for loan losses.
While this evaluation process uses historical and other objective information, the classification of loans and the establishment of loan losses is an estimate based on experience, judgment and expectations regarding our borrowers, the economies in
which we and our borrowers operate, as well as the judgment of our regulators. We cannot assure you that our loan loss reserves will be sufficient to absorb future loan losses or prevent a material adverse effect on our business, financial
condition, or results of operations.

We are subject to extensive regulation that could limit or restrict our activities and impose financial
requirements or limitations on the conduct of our business, which limitations or restrictions could adversely affect our profitability.

As a bank holding company, we are primarily regulated by the Board of Governors of the Federal Reserve System (Federal Reserve Board). As a Federal Reserve member, our subsidiary bank is also primarily regulated by the Federal
Reserve Board, along with the Georgia Department of Banking and Finance. Our compliance with Federal Reserve Board and Department of Banking and Finance regulations is costly and may limit our growth and restrict certain of our activities, including
payment of dividends, mergers and acquisitions, investments, loans and interest rates charged, interest rates paid on deposits and locations of offices. We are also subject to capital requirements of our regulators.

The laws and regulations applicable to the banking industry could change at any time, and we cannot predict the effects of these changes on our business
and profitability. Because government regulation greatly affects the business and financial results of all commercial banks and bank holding companies, our cost of compliance could adversely affect our ability to operate profitably.

The Sarbanes-Oxley Act of 2002, the related rules and regulations promulgated by the SEC that currently apply to us and the related exchange rules and
regulations, have increased the scope, complexity and cost of corporate governance, reporting and disclosure practices. As a result, we may experience greater compliance costs.

Changes in monetary policies may have an adverse effect on our business, financial condition and results of operations.

Our financial condition and results of operations are affected by credit policies of monetary authorities, particularly the Federal Reserve Board. Actions by monetary and fiscal authorities, including the Federal
Reserve Board, could have an adverse effect on our deposit levels, loan demand or business and earnings.



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##### Index to Financial Statements

Environmental liability associated with lending activities could result in losses.

In the course of our business, we may foreclose on and take title to properties securing our loans. If hazardous substances are discovered
on any of these properties, we may be liable to governmental entities or third parties for the costs of remediation of the hazard, as well as for personal injury and property damage. Many environmental laws can impose liability regardless of whether
we knew of, or were responsible for, the contamination. In addition, if we arrange for the disposal of hazardous or toxic substances at another site, we may be liable for the costs of cleaning up and removing those substances from the site, even if
we neither own nor operate the disposal site. Environmental laws may require us to incur substantial expenses and may materially limit the use of properties that we acquire through foreclosure, reduce their value or limit our ability to sell them in
the event of a default on the loans they secure. In addition, future laws or more stringent interpretations or enforcement policies with respect to existing laws may increase our exposure to environmental liability.

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, and three customer waiting areas. The second floor of the
building is unoccupied and is used for storage space and future expansion.

The Company also owns a building located on property
immediately adjacent to the main office. This building is used for additional office space. The Company also owns a tract of land located at 170 Martin Luther King Jr. Boulevard, Monroe, Georgia. This property is being held for future expansion. The
Bank also leases a branch located in the Ingles Supermarket located at 4908 Bill Gardner Parkway, Locust Grove, Georgia. The lease expires in December 2007. The Bank leases space to house its loan production office located at 3155 Mill Street,
Covington, Georgia. This lease expires in February 2007.

In managements opinion, real 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.



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##### Index to Financial Statements

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

There is no established public trading market for the
Companys common stock. The range of high and low trading prices for the Companys stock was $24.00 to $26.00 per share during the 12 months ending December 31, 2005, and $18.50 to $25.00 per share during the 12 months ending
December 31, 2004. As of December 31, 2005, the Company had 981 shareholders of record, and 991,907 shares of its common stock outstanding, of which 37,665 shares were subject to outstanding options or warrants to purchase or convert into
common stock.

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.

During 2005, the Company has not issued any unregistered shares and has not repurchased any shares of its common stock.



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##### Index to Financial Statements

ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

First Georgia Community Corp., is a bank holding company headquartered in Jackson, Georgia organized to own all of the common stock of
its bank subsidiary, First Georgia Community Bank. The principal activity of the bank is to provide banking services to domestic markets, principally in Butts County, Georgia and the surrounding counties. The bank is primarily regulated by the
Georgia Department of Banking and Finance and the Federal Reserve and undergoes periodic examinations by these regulatory agencies. Our bank holding company is regulated by the Federal Reserve Bank and also is subject to periodic examinations.

The following discussion describes our results of operations for 2005 as compared to 2004 and also analyzes our financial condition as of
December 31, 2005 as compared to December 31, 2004. Like most community banks, we derive most of our income from interest we receive on our loans and investments. Our primary source of funds for making these loans and investments is our
deposits, on which we pay interest. Consequently, one of the key measures of our success is our amount of net interest income, or the difference between the income on our interest-earning assets, such as loans and investments, and the expense on our
interest-bearing liabilities, such as deposits. Another key measure is the spread between the yield we earn on these interest-earning assets and the rate we pay on our interest-bearing liabilities.

We have included a number of tables to assist in our description of these measures. For example, the Average Balances table shows the average
balance during 2005 and 2004 of each category of our assets and liabilities, as well as the yield we earned or the rate we paid with respect to each category. A review of this table shows that our loans typically provide higher interest yields than
do other types of interest earning assets, which is why we intend to channel a substantial percentage of our earning assets into our loan portfolio. Similarly, the Rate/Volume Analysis table helps demonstrate the impact of changing
interest rates and changing volume of assets and liabilities during the years shown. We also track the sensitivity of our various categories of assets and liabilities to changes in interest rates, and we have included a Sensitivity Analysis
Table to help explain this. Finally, we have included a number of tables that provide detail about our investment securities, our loans, and our deposits.

Of course, there are risks inherent in all loans, so we maintain an allowance for loan losses to absorb possible losses on existing loans that may become uncollectible. We establish and maintain this allowance by
charging a provision for loan losses against our operating earnings. In the following section we have included a detailed discussion of this process, as well as several tables describing our allowance for loan losses.

In addition to earning interest on our loans and investments, we earn income through fees and other expenses we charge to our customers. We describe the
various components of this noninterest income, as well as our noninterest expense, in the following discussion.

The following discussion
and analysis also identifies significant factors that have affected our financial position and operating results during the periods included in the accompanying financial statements. We encourage you to read this discussion and analysis in
conjunction with the financial statements and the related notes and the other statistical information also included in this report.

Forward-Looking
Statements

We may from time to time make written or oral forward-looking statements, including statements contained in our filings with
the Securities and Exchange Commission and our reports to stockholders. Statements made in this report, other than those concerning historical information, should be considered forward-looking and subject to various risks and uncertainties.
Forward-looking statements are made based



20



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##### Index to Financial Statements

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

Overview

Net earnings were $2,581,000 in 2005, an
increase from the $1,250,000 earned in 2004. Earnings increased in 2005 due to an increase in earning assets, as well as a reduction in the provision for loans as compared to 2004. Basic earnings per share were $2.76 in 2005 compared to $1.34 per
share in 2004. Fully diluted earnings per share were $2.71 in 2005 compared to $1.34 per share in 2004.

In connection with our application
of accounting principles generally accepted in the United States, we make judgments and estimates that, in the case of the determination of our allowance for loan losses, have been critical to the determination of our financial position, results of
operations and cash flows. Our evaluation considers significant factors relative to the credit risk and loss exposure in the loan portfolio, including past due and classified loans, historical experience, underlying collateral values, and current
economic conditions that may affect the borrowers ability to repay. The allowance for loan losses is evaluated by segmenting the loan portfolio into unclassified and classified loans. An allowance percentage is applied to the unclassified
loans to establish a general allowance for loan losses. The allowance percentage is determined based upon our experience specifically and the historical experience of the banking industry generally. The classified loans, including impaired loans,
are analyzed individually in order to establish a specific allowance for loan losses. The allowance for loan losses as a percentage of total loans was 1.19% at December 31, 2005 as compared to 1.32% at December 31, 2004. See Results
of Operations for the Years ended December 31, 2005 and 2004 for more information about the effect of the allowance and provision for loan losses.



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##### Index to Financial Statements

Financial Condition at December 31, 2005 and 2004

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



|                                   |  |                        |         |      |   |        
|---------------------------------- |  | ---------------------- | ------- | ---- | - | -------
|                                   |  | December 31,          
|                                   |  | 2005                   |         | 2004
|                                   |  | (Dollars in Thousands)
|Cash and due from banks            |  | $                      | 7,203   |      | $ | 4,281  
|Interest-bearing deposits in banks |  |                        | 1,445   |      |   | 864    
|Federal funds sold                 |  |                        | 19,254  |      |   | 17,152 
|Securities                         |  |                        | 21,726  |      |   | 21,348 
|Loans, net                         |  |                        | 191,875 |      |   | 148,503
|Premises and equipment             |  |                        | 3,759   |      |   | 3,254  
|Other assets                       |  |                        | 5,989   |      |   | 5,649  
|                                   |  |                        |         |      |   |        
|                                   |  | $                      | 251,251 |      | $ | 201,051
|                                   |  |                        |         |      |   |        
|Total deposits                     |  | $                      | 202,489 |      | $ | 158,369
|Other borrowings                   |  |                        | 28,469  |      |   | 26,962 
|Other liabilities                  |  |                        | 4,473   |      |   | 2,542  
|Stockholders equity               |  |                        | 15,820  |      |   | 13,178 
|                                   |  |                        |         |      |   |        
|                                   |  | $                      | 251,251 |      | $ | 201,051
|                                   |  |                        |         |      |   |        

Financial Condition at December 31, 2005 and 2004

As of December 31, 2005, we had total assets of $251.2 million, an increase of 24.97% over total assets as of December 31, 2004. Total
interest-earning assets were $236.6 million at December 31, 2005 or 94% of total assets as compared to 94% of total assets December 31, 2004. Our primary interest-earning assets at December 31, 2005 were loans, which made up 82% of
total interest-earning assets as compared to 79% at December 31, 2004. Our loans to available funds ratio was 84% at December 31, 2005 as compared to 81% at December 31, 2004.

Our securities portfolio, consisting of U.S. Agency, mortgage-backed, municipal, and restricted equity securities, amounted to $21.7 million at
December 31, 2005. Net unrealized losses on securities amounted to $324,000 at December 31, 2005 as compared to net unrealized gains of $52,000 at December 31, 2004. Management has not specifically identified any securities for sale
in future periods that, if so designated, would require a charge to operations if the market value would not be reasonably expected to recover prior to the time of sale.

We have 90.99% of our loan portfolio collateralized by real estate primarily located in our market area of Butts County, Georgia and surrounding counties. Our real estate mortgage portfolio consists of loans
collateralized by one to four-family residential properties (8.64%), construction loans to build one to four-family residential properties (54.46%), and nonresidential properties consisting primarily of small business commercial properties (36.90%).
We generally require that loans collateralized by real estate not exceed the collateral values by the following percentages for each type of real estate loan as follows:



|                                                                |  |    |  
|--------------------------------------------------------------- |  | -- | -
|One to four-family residential properties                       |  | 90 | %
|Construction loans on one to four-family residential properties |  | 90 | %
|Nonresidential property                                         |  | 85 | %



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##### Index to Financial Statements

The remaining 9.01% of our loan portfolio consists of commercial, consumer, and other loans. We require
collateral commensurate with the repayment ability and creditworthiness of the borrower.

The specific economic and credit risks associated
with our loan portfolio, especially the real estate portfolio, include, but are not limited to, a general downturn in the economy which could affect unemployment rates in our market area, general real estate market deterioration, interest rate
fluctuations, deteriorated or non-existing collateral, title defects, inaccurate appraisals, financial deterioration of borrowers, fraud, and any violation of banking protection laws. Construction lending can also present other specific risks to the
lender such as whether developers can find builders to buy lots for home construction, whether the builders can obtain financing for the construction, whether the builders can sell the home to a buyer, and whether the buyer can obtain permanent
financing. Currently, real estate values and employment trends in our market area are showing some signs of downward pressure as a result of a slowdown in the general economy.

We attempt to reduce these economic and credit risks not only by adhering to loan to value guidelines, but also by investigating the creditworthiness of
the borrower and monitoring the borrowers financial position. Also, we establish and periodically review our lending policies and procedures as well as having independent loan review. State banking regulations limit exposure by prohibiting
secured loan relationships that exceed 25% of the Banks statutory capital and unsecured loan relationships that exceed 15% of the Banks statutory capital.

Liquidity and Capital Resources

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

We have continued with the use of brokered deposits as a funding source. Brokered deposits totaled $97.6 million as of December 31, 2005 compared to $45.6 million as of December 31, 2004. These deposits are readily obtainable at
rates not significantly different from rates we pay on deposits in our local market.

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

Our liquidity and capital resources are monitored on a periodic basis by management, State and Federal regulatory
authorities. As determined under guidelines established by regulatory authorities and internal policy, our liquidity ratio of 16.58% at December 31, 2005 was considered satisfactory.

At December 31, 2005, we had loan commitments outstanding of $50.4 million. Because these commitments generally have fixed expiration dates and many
will expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. If needed, we have the ability on a short-term basis to borrow and purchase federal funds from other financial institutions. At
December 31, 2005, we had arrangements with various commercial banks for short-term advances of $11.5 million.



23



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##### Index to Financial Statements

At December 31, 2005, our capital ratios were considered adequate based on regulatory minimum
capital requirements. Our stockholders equity increased due to net income in 2005 of $2,581,000. Our stockholders equity also decreased due to a decrease in the fair value of securities available-for-sale, net of tax, in the amount of
$234,000 and increased due to the exercise of stock options in the amount of $295,000. For regulatory purposes, the net unrealized losses on securities available-for-sale are excluded in the computation of the capital ratios.

In the future, the primary source of funds available to First Georgia Community Corp. will be the payment of dividends by the Bank. Banking regulations
limit the amount of the dividends that may be paid without prior approval of the Banks regulatory agency. Currently, the Bank could declare $1,459,000 in dividends payable to the Company without regulatory approval.

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



|                           |  |              |   |  |       |   |  |                         |  
|-------------------------- |  | ------------ | - |  | ----- | - |  | ----------------------- | -
|                           |  | Actual       |  
|                           |  | Consolidated |   |  | Bank  |   |  | Regulatory Requirements |  
|Leverage capital ratio     |  | 8.34         | % |  | 8.56  | % |  | 5                       | %
|Risk-based capital ratios: |  |              |   |  |       |   |  |                         |  
|Core capital               |  | 9.86         | % |  | 10.12 | % |  | 6                       | %
|Total capital              |  | 11.02        | % |  | 11.28 | % |  | 10                      | %

At December 31, 2005, we had no material commitments for capital expenditures.

These ratios may decline as asset growth continues, but are expected to exceed the regulatory minimum requirements. Anticipated future earnings as well
as our recent issuance of Trust Preferred Securities should assist us in keeping these ratios at satisfactory levels.

We believe that our
liquidity and capital resources are adequate and will meet our foreseeable short and long-term needs. We anticipate that we will have sufficient funds available to meet current loan commitments and to fund or refinance, on a timely basis, our other
material commitments and liabilities.



24



---

##### Index to Financial Statements

Effects of Inflation

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

Results of Operations For The Years Ended December 31,
2005 and 2004

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



|                                   |  |                          |        |   |      |   |      
|---------------------------------- |  | ------------------------ | ------ | - | ---- | - | -----
|                                   |  | Years Ended December 31,
|                                   |  | 2005                     |        |   | 2004
|                                   |  | (Dollars in Thousands)  
|Interest income                    |  | $                        | 16,306 |   |      | $ | 9,941
|Interest expense                   |  |                          | 6,600  |   |      |   | 3,812
|                                   |  |                          |        |   |      |   |      
|Net interest income                |  |                          | 9,706  |   |      |   | 6,129
|Provision (credit) for loan losses |  |                          | (1     | ) |      |   | 58   
|Other income                       |  |                          | 893    |   |      |   | 1,092
|Other expenses                     |  |                          | 6,672  |   |      |   | 5,419
|                                   |  |                          |        |   |      |   |      
|Pretax income                      |  |                          | 3,928  |   |      |   | 1,744
|Income taxes                       |  |                          | 1,347  |   |      |   | 494  
|                                   |  |                          |        |   |      |   |      
|Net income                         |  | $                        | 2,581  |   |      | $ | 1,250
|                                   |  |                          |        |   |      |   |      



25



---

##### Index to Financial Statements

Net Interest Income

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

Our
net yield on average interest-earning assets was 4.43% in 2005 as compared to 3.92% in 2004. Average loans increased by $56.3 million with average securities and Federal funds decreasing by $6.2 million, accounting for the majority of the $62.6
million increase in total average interest-earning assets. Average interest-bearing liabilities increased by $58.4 million with average interest-bearing demand and time deposits accounting for $58.0 million of the increase. The rate earned on
average interest-earning assets increased to 7.45% in 2005 from 6.36% in 2004. The rate paid on average interest-bearing liabilities increased to 3.31% in 2005 from 2.70% in 2004. The increase in net yield is due to an increased yield in our loan
portfolio which out-paced the increase in rate paid on interest-bearing liabilities. As we expect prime rate to increase in the coming year, both our rate earned on earning assets as well as our rate paid on interest-bearing liabilities should
increase.

Provision for Loan Losses

The credit for loan losses was $1,000 in 2005 as compared to a provision of $58,000 in 2004. The provision reduction was the result of a substantial recovery on a loan previously charged-off in 2002. Net recoveries
for 2005 were $319,000 as compared to net charge offs of $117,000 in 2004. As of December 31, 2005, we had nonperforming loans and assets of $336,000 as compared to $341,000 at December 31, 2004. Management continues to review internally
and with external assistance, our loan processing system and makes appropriate changes to further strengthen and preserve the integrity of that system. Based upon our evaluation of the loan portfolio, we believe the allowance for loan losses to be
adequate to absorb losses on existing loans that may become uncollectible. See Critical Accounting Policies for a description of our evaluation process for the portfolio and allowance for loan losses.

Other Income

Other
income consists of service charges on deposit accounts and other miscellaneous revenues and fees. Other operating income was $893,000 in 2005 as compared to $1,092,000 in 2004, a decrease of $199,000. The decrease is due primarily to a $65,000
decrease in service charges on deposit accounts, a decrease in gains on sales of securities of $29,000 and a decrease in gains of sale of other real estate and other real estate income totaling $101,000.

Other Expenses

Other expenses were $6,672,000 in 2005 as compared to $5,419,000 in 2004, an increase of $1,253,000. Salaries and employee benefits increased by $678,000 due to an increase in staff as a result of our planned expansion into the Covington,
Georgia, market. Equipment and occupancy expenses increased by $213,000 due primarily to increased equipment depreciation, rent expense, and maintenance costs attributed to our planned growth. Data processing and data line expenses increased by
$105,000 due to a core processing software conversion as well as the overall growth of the bank. Other expenses increased by $362,000 due to expenses associated with the growth of the bank.



26



---

##### Index to Financial Statements

Income Tax

Income tax expense in 2005 was $1,347,000 or 34% of pretax income as compared to $494,000 or 28% in 2004. The increase in the effective tax rate was due
primarily to increased pretax income.

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

Asset/Liability Management

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

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

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

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



27



---

##### Index to Financial Statements

At December 31, 2005, our cumulative one-year interest rate-sensitivity gap ratio was 97%. Our
targeted ratio is 80% to 120% in this time horizon. This indicates that our interest-bearing liabilities will reprice during this period at a rate faster than our interest-earning assets. In a rising interest rate environment, this should result in
a decrease in net interest income as a higher percentage of interest-bearing liabilities reprice than interest-earning assets. Because gap analysis shows only the dollar volume of assets and liabilities that will mature or reprice, we also use
simulation modeling to measure the actual effects of the repricing will have on our net interest margin, net income and economic value of equity. Our typical simulation modeling will involve a 12-month projection with a level, 200 basis point rising
and 200 basis point falling rate scenario.

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



28



---

##### Index to Financial Statements

|                                               |  |                        |         |   |                                   |   |        |                                 |  |                |        |       |   |        |  |   |        
|---------------------------------------------- |  | ---------------------- | ------- | - | --------------------------------- | - | ------ | ------------------------------- |  | -------------- | ------ | ----- | - | ------ |  | - | -------
|                                               |  | WithinThreeMonths      |         |   | AfterThreeMonthsbutWithinOne Year |   |        | AfterOneYear butWithinFiveYears |  | AfterFiveYears |        | Total
|                                               |  | (Dollars in Thousands)
|Interest-earning assets:                       |  |                        |         |   |                                   |   |        |                                 |  |                |        |       |   |        |  |   |        
|Interest-bearing deposits in banks             |  | $                      | 1,445   |   |                                   | $ |       |                                 |  | $              |       |       | $ |       |  | $ | 1,445  
|Federal funds sold                             |  |                        | 19,254  |   |                                   |   |       |                                 |  |                |       |       |   |       |  |   | 19,254 
|Securities                                     |  |                        | 495     |   |                                   |   | 492    |                                 |  |                | 11,167 |       |   | 9,572  |  |   | 21,726 
|Loans                                          |  |                        | 58,474  |   |                                   |   | 86,385 |                                 |  |                | 44,781 |       |   | 4,540  |  |   | 194,180
|                                               |  |                        |         |   |                                   |   |        |                                 |  |                |        |       |   |        |  |   |        
|                                               |  |                        | 79,668  |   |                                   |   | 86,877 |                                 |  |                | 55,948 |       |   | 14,112 |  |   | 236,605
|                                               |  |                        |         |   |                                   |   |        |                                 |  |                |        |       |   |        |  |   |        
|Interest-bearing liabilities:                  |  |                        |         |   |                                   |   |        |                                 |  |                |        |       |   |        |  |   |        
|Interest-bearing demand deposits               |  |                        | 30,589  |   |                                   |   |       |                                 |  |                |       |       |   |       |  |   | 30,589 
|Savings                                        |  |                        | 2,031   |   |                                   |   |       |                                 |  |                |       |       |   |       |  |   | 2,031  
|Certificates of deposit                        |  |                        | 56,363  |   |                                   |   | 76,326 |                                 |  |                | 19,537 |       |   |       |  |   | 152,226
|Other borrowings                               |  |                        | 4,014   |   |                                   |   | 1,500  |                                 |  |                | 9,300  |       |   | 13,655 |  |   | 28,469 
|                                               |  |                        |         |   |                                   |   |        |                                 |  |                |        |       |   |        |  |   |        
|                                               |  |                        | 92,997  |   |                                   |   | 77,826 |                                 |  |                | 28,837 |       |   | 13,655 |  |   | 213,315
|                                               |  |                        |         |   |                                   |   |        |                                 |  |                |        |       |   |        |  |   |        
|Interest rate sensitivity gap                  |  | $                      | (13,329 | ) |                                   | $ | 9,051  |                                 |  | $              | 27,111 |       | $ | 457    |  |   |        
|                                               |  |                        |         |   |                                   |   |        |                                 |  |                |        |       |   |        |  |   |        
|Cumulative interest rate sensitivity gap       |  | $                      | (13,329 | ) |                                   | $ | (4,278 | )                               |  | $              | 22,833 |       | $ | 23,290 |  |   |        
|                                               |  |                        |         |   |                                   |   |        |                                 |  |                |        |       |   |        |  |   |        
|Interest rate sensitivity gap ratio            |  |                        | .86     |   |                                   |   | 1.12   |                                 |  |                | 1.94   |       |   | 1.03   |  |   |        
|                                               |  |                        |         |   |                                   |   |        |                                 |  |                |        |       |   |        |  |   |        
|Cumulative interest rate sensitivity gap ratio |  |                        | .86     |   |                                   |   | .97    |                                 |  |                | 1.11   |       |   | 1.11   |  |   |        
|                                               |  |                        |         |   |                                   |   |        |                                 |  |                |        |       |   |        |  |   |        



29



---

##### Index to Financial Statements

SELECTED FINANCIAL INFORMATION AND STATISTICAL DATA

The tables and schedules on the following pages set forth certain significant financial information and statistical data with respect to:



| |  |  | Distribution of our assets, liabilities and stockholders equity, and the interest rates we experience;
| | - |  | -------------------------------------------------------------------------------------------------------



| |  |  | Our investment portfolio;
| | - |  | -------------------------



| |  |  | Our loan portfolio, including types of loans, maturities, and sensitivities of loans to changes in interest rates and information on nonperforming loans;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Summary of our loan loss experience and allowance for loan losses;
| | - |  | ------------------------------------------------------------------



| |  |  | Types of deposits; and
| | - |  | ----------------------



| |  |  | Return on equity and assets.
| | - |  | ----------------------------



30



---

##### Index to Financial Statements

DISTRIBUTION OF ASSETS, LIABILITIES, AND

STOCKHOLDERS EQUITY:

INTEREST RATES AND INTEREST DIFFERENTIALS

Average Balances

The condensed
average balance sheet for the years indicated is presented below. (1)



|                                     |  |                          |         |   |      |   |         |  
|------------------------------------ |  | ------------------------ | ------- | - | ---- | - | ------- | -
|                                     |  | Years Ended December 31, |        
|                                     |  | 2005                     |         |   | 2004 |  
|                                     |  | (Dollars in Thousands)   |        
|ASSETS                               |  |                          |         |   |      |   |         |  
|                                     |  |                         
|Cash and due from banks              |  | $                        | 5,245   |   |      | $ | 4,118   |  
|Interest-bearing deposits in banks   |  |                          | 1,004   |   |      |   | 893     |  
|Taxable securities                   |  |                          | 17,375  |   |      |   | 15,828  |  
|Tax exempt securities                |  |                          | 4,509   |   |      |   | 5,068   |  
|Securities valuation account         |  |                          | (119    | ) |      |   | 140     |  
|Federal funds sold                   |  |                          | 15,519  |   |      |   | 10,311  |  
|Loans (2)                            |  |                          | 180,570 |   |      |   | 124,313 |  
|Allowance for loan losses            |  |                          | (2,180  | ) |      |   | (2,076  | )
|Other assets                         |  |                          | 11,092  |   |      |   | 8,752   |  
|                                     |  |                          |         |   |      |   |         |  
|                                     |  | $                        | 233,015 |   |      | $ | 167,347 |  
|                                     |  |                          |         |   |      |   |         |  
|Total interest-earning assets        |  | $                        | 218,977 |   |      | $ | 156,413 |  
|                                     |  |                          |         |   |      |   |         |  
|LIABILITIES AND STOCKHOLDERS EQUITY |  |                          |         |   |      |   |         |  
|                                     |  |                         
|Deposits:                            |  |                          |         |   |      |   |         |  
|Noninterest-bearing demand           |  | $                        | 15,708  |   |      | $ | 11,942  |  
|Interest-bearing demand              |  |                          | 33,279  |   |      |   | 33,385  |  
|Savings                              |  |                          | 2,118   |   |      |   | 2,073   |  
|Time                                 |  |                          | 136,697 |   |      |   | 78,573  |  
|                                     |  |                          |         |   |      |   |         |  
|Total deposits                       |  |                          | 187,802 |   |      |   | 125,973 |  
|                                     |  |                         
|Other borrowings                     |  |                          | 27,581  |   |      |   | 27,203  |  
|Other liabilities                    |  |                          | 3,258   |   |      |   | 1,796   |  
|                                     |  |                          |         |   |      |   |         |  
|Total liabilities                    |  |                          | 218,641 |   |      |   | 154,972 |  
|Stockholders equity                 |  |                          | 14,374  |   |      |   | 12,375  |  
|                                     |  |                          |         |   |      |   |         |  
|                                     |  | $                        | 233,015 |   |      | $ | 167,347 |  
|                                     |  |                          |         |   |      |   |         |  
|Total interest-bearing liabilities   |  | $                        | 199,675 |   |      | $ | 141,234 |  
|                                     |  |                          |         |   |      |   |         |  

---

|(1) | For each category, average balances were determined using the daily average balances during the year.
|--- | -----------------------------------------------------------------------------------------------------

|(2) | Nonaccrual loans included in average loans for 2005 and 2004 were $420,000 and $481,000, respectively.
|--- | ------------------------------------------------------------------------------------------------------



31



---

##### Index to Financial Statements

Interest Income and Interest Expense

The following tables set forth the amount of our interest income and interest expense for each category of interest-earning assets and interest-bearing liabilities and the average interest rate for total
interest-earning assets and total interest-bearing liabilities, net interest spread and net yield on average interest-earning assets.



|                                             |  |                          |        |             |      |   |          |   |             |  |      |  
|-------------------------------------------- |  | ------------------------ | ------ | ----------- | ---- | - | -------- | - | ----------- |  | ---- | -
|                                             |  | Years Ended December 31, |       
|                                             |  | 2005                     |        |             | 2004 |  
|                                             |  | Interest                 |        | AverageRate |      |   | Interest |   | AverageRate | 
|                                             |  | (Dollars in Thousands)   |       
|INTEREST INCOME:                             |  |                          |        |             |      |   |          |   |             |  |      |  
|Interest and fees on loans (1)               |  | $                        | 14,905 |             | 8.25 | % |          | $ | 8,967       |  | 7.21 | %
|Interest on deposits in banks                |  |                          | 1      |             | .10  |   |          |   | 1           |  | .11  |  
|Interest on taxable securities               |  |                          | 717    |             | 4.13 |   |          |   | 644         |  | 4.07 |  
|Interest on tax exempt securities            |  |                          | 174    |             | 3.86 |   |          |   | 195         |  | 3.85 |  
|Interest on federal funds sold               |  |                          | 509    |             | 3.28 |   |          |   | 134         |  | 1.30 |  
|                                             |  |                          |        |             |      |   |          |   |             |  |      |  
|Total interest income                        |  |                          | 16,306 |             | 7.45 |   |          |   | 9,941       |  | 6.36 |  
|                                             |  |                          |        |             |      |   |          |   |             |  |      |  
|INTEREST EXPENSE:                            |  |                          |        |             |      |   |          |   |             |  |      |  
|Interest on interest-bearing demand deposits |  |                          | 628    |             | 1.89 |   |          |   | 453         |  | 1.36 |  
|Interest on savings deposits                 |  |                          | 12     |             | .57  |   |          |   | 12          |  | .58  |  
|Interest on time deposits                    |  |                          | 4,653  |             | 3.40 |   |          |   | 2,225       |  | 2.83 |  
|Interest on other borrowings                 |  |                          | 1,307  |             | 4.74 |   |          |   | 1,122       |  | 4.12 |  
|                                             |  |                          |        |             |      |   |          |   |             |  |      |  
|Total interest expense                       |  |                          | 6,600  |             | 3.31 |   |          |   | 3,812       |  | 2.70 |  
|                                             |  |                          |        |             |      |   |          |   |             |  |      |  
|NET INTEREST INCOME                          |  |                          | 9,706  |             |      |   |          | $ | 6,129       |  |      |  
|                                             |  |                          |        |             |      |   |          |   |             |  |      |  
|Net interest spread                          |  |                          |        |             | 4.14 | % |          |   |             |  | 3.66 | %
|                                             |  |                          |        |             |      |   |          |   |             |  |      |  
|Net yield on average interest-earning assets |  |                          |        |             | 4.43 | % |          |   |             |  | 3.92 | %
|                                             |  |                          |        |             |      |   |          |   |             |  |      |  

---

|(1) | Interest and fees on loans includes $1,353,000 and $944,000 of loan fee income for the years ended December 31, 2005 and 2004, respectively. Interest income recognized on
nonaccrual loans during 2005 and 2004 was $10,000 and $73,000, respectively.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



32



---

##### Index to Financial Statements

Rate and Volume Analysis

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



|                                             |  |                                                        |       |        |   |       |     |  |   |       |  
|-------------------------------------------- |  | ------------------------------------------------------ | ----- | ------ | - | ----- | --- |  | - | ----- | -
|                                             |  | Years Ended December 31, 2005 vs. 2004 Changes Due
To: |      
|                                             |  | Rate                                                   |       | Volume |   |       | Net | 
|                                             |  | (Dollars in Thousands)                                 |      
|Increase (decrease) in:                      |  |                                                        |       |        |   |       |     |  |   |       |  
|Income from interest-earning assets:         |  |                                                        |       |        |   |       |     |  |   |       |  
|Interest and fees on loans                   |  | $                                                      | 1,436 |        | $ | 4,502 |     |  | $ | 5,938 |  
|Interest on deposits in banks                |  |                                                        |      |        |   |      |     |  |   |      |  
|Interest on taxable securities               |  |                                                        | 9     |        |   | 64    |     |  |   | 73    |  
|Interest on tax exempt securities            |  |                                                        | 1     |        |   | (22   | )   |  |   | (21   | )
|Interest on federal funds sold               |  |                                                        | 282   |        |   | 93    |     |  |   | 375   |  
|                                             |  |                                                        |       |        |   |       |     |  |   |       |  
|Total interest income                        |  |                                                        | 1,728 |        |   | 4,637 |     |  |   | 6,365 |  
|                                             |  |                                                        |       |        |   |       |     |  |   |       |  
|Expense from interest-bearing liabilities:   |  |                                                        |       |        |   |       |     |  |   |       |  
|Interest on interest-bearing demand deposits |  |                                                        | 176   |        |   | (1    | )   |  |   | 175   |  
|Interest on savings deposits                 |  |                                                        |      |        |   |      |     |  |   |      |  
|Interest on time deposits                    |  |                                                        | 521   |        |   | 1,907 |     |  |   | 2,428 |  
|Interest on other borrowings                 |  |                                                        | 169   |        |   | 16    |     |  |   | 185   |  
|                                             |  |                                                        |       |        |   |       |     |  |   |       |  
|Total interest expense                       |  |                                                        | 866   |        |   | 1,922 |     |  |   | 2,788 |  
|                                             |  |                                                        |       |        |   |       |     |  |   |       |  
|Net interest income                          |  | $                                                      | 862   |        | $ | 2,715 |     |  | $ | 3,577 |  
|                                             |  |                                                        |       |        |   |       |     |  |   |       |  



33



---

##### Index to Financial Statements

INVESTMENT PORTFOLIO

Types of Investments

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



|                             |  |                        |        |      |   |       
|---------------------------- |  | ---------------------- | ------ | ---- | - | ------
|                             |  | December 31,          
|                             |  | 2005                   |        | 2004
|                             |  | (Dollars in Thousands)
|U.S. Government agencies     |  | $                      | 12,959 |      | $ | 11,225
|Mortgage-backed securities   |  |                        | 2,438  |      |   | 3,028 
|Municipal securities         |  |                        | 4,689  |      |   | 5,683 
|Restricted equity securities |  |                        | 1,640  |      |   | 1,413 
|                             |  |                        |        |      |   |       
|                             |  | $                      | 21,726 |      | $ | 21,349
|                             |  |                        |        |      |   |       

Maturities

The amounts of debt securities, including the weighted average yield in each category as of December 31, 2005 are shown in the following table according to contractual maturity classifications (1) one year
or less, (2) after one through five years, (3) after five through ten years and (4) after ten years. Equity securities are not included in the table because they have no contractual maturity.



|                           |  |                  |     |           |                              |   |        |                              |           |  |      |        |  |           |       |  |      |  
|-------------------------- |  | ---------------- | --- | --------- | ---------------------------- | - | ------ | ---------------------------- | --------- |  | ---- | ------ |  | --------- | ----- |  | ---- | -
|                           |  | One year or less |     |           | After one through five years |   |        | After five through ten years |          
|                           |  | Amount           |     | Yield (1) |                              |   | Amount |                              | Yield (1) |  |      | Amount |  | Yield (1) |      
|U.S. Government agencies   |  | $                | 492 |           | 2.75                         | % |        | $                            | 9,024     |  | 3.62 | %      |  | $         | 3,443 |  | 4.67 | %
|Mortgage-backed securities |  |                  |    |           |                             |   |        |                              | 1,078     |  | 4.13 | %      |  |           | 515   |  | 4.50 | %
|Municipals                 |  |                  |    |           |                             |   |        |                              | 491       |  | 2.59 | %      |  |           | 2,406 |  | 4.28 | %
|                           |  |                  |     |           |                              |   |        |                              |           |  |      |        |  |           |       |  |      |  
|                           |  | $                | 492 |           | 2.75                         | % |        | $                            | 10,593    |  | 3.62 | %      |  | $         | 6,364 |  | 4.51 | %
|                           |  |                  |     |           |                              |   |        |                              |           |  |      |        |  |           |       |  |      |  



|                           |  |                 |       |           |       |   |        |   |           |  |      |  
|-------------------------- |  | --------------- | ----- | --------- | ----- | - | ------ | - | --------- |  | ---- | -
|                           |  | After ten years |       |           | Total |  
|                           |  | Amount          |       | Yield (1) |       |   | Amount |   | Yield (1) | 
|U.S. Government agencies   |  | $               |      |           |      |   |        | $ | 12,959    |  | 3.87 | %
|Mortgage-backed securities |  |                 | 845   |           | 4.50  |   |        |   | 2,438     |  | 4.34 |  
|Municipals                 |  |                 | 1,792 |           | 4.61  |   |        |   | 4,689     |  | 4.23 |  
|                           |  |                 |       |           |       |   |        |   |           |  |      |  
|                           |  | $               | 2,637 |           | 4.57  | % |        | $ | 20,086    |  | 4.01 | %
|                           |  |                 |       |           |       |   |        |   |           |  |      |  

---

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



34



---

##### Index to Financial Statements

LOAN PORTFOLIO

Types of Loans

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



|                                     |  |                        |         |   |      |   |         |  
|------------------------------------ |  | ---------------------- | ------- | - | ---- | - | ------- | -
|                                     |  | December 31,           |        
|                                     |  | 2005                   |         |   | 2004 |  
|                                     |  | (Dollars in Thousands) |        
|Commercial                           |  | $                      | 14,792  |   |      | $ | 11,092  |  
|Real estate-construction             |  |                        | 96,376  |   |      |   | 56,353  |  
|Real estate-mortgage                 |  |                        | 80,595  |   |      |   | 81,176  |  
|Consumer installment loans and other |  |                        | 2,729   |   |      |   | 2,340   |  
|                                     |  |                        |         |   |      |   |         |  
|                                     |  |                        | 194,492 |   |      |   | 150,961 |  
|Deferred loan fees                   |  |                        | (312    | ) |      |   | (471    | )
|Less allowance for loan losses       |  |                        | (2,305  | ) |      |   | (1,987  | )
|                                     |  |                        |         |   |      |   |         |  
|Net loans                            |  | $                      | 191,875 |   |      | $ | 148,503 |  
|                                     |  |                        |         |   |      |   |         |  

Maturities and Sensitivities of Loans to Changes in Interest Rates

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



|                             |  |                        |        
|---------------------------- |  | ---------------------- | -------
|                             |  | (Dollars in Thousands)
|Commercial                   |  |                        |        
|One year or less             |  | $                      | 9,449  
|After one through five years |  |                        | 4,023  
|After five years             |  |                        | 1,320  
|                             |  |                        |        
|                             |  |                        | 14,792 
|                             |  |                        |        
|Construction                 |  |                        |        
|One year or less             |  | $                      | 95,396 
|After one through five years |  |                        | 687    
|After five years             |  |                        | 293    
|                             |  |                        |        
|                             |  |                        | 96,376 
|                             |  |                        |        
|Other                        |  |                        |        
|One year or less             |  | $                      | 40,326 
|After one through five years |  |                        | 40,071 
|After five years             |  |                        | 2,927  
|                             |  |                        |        
|                             |  |                        | 83,324 
|                             |  |                        |        
|                             |  | $                      | 194,492
|                             |  |                        |        



35



---

##### Index to Financial Statements

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



|                                      |  |                        |       
|------------------------------------- |  | ---------------------- | ------
|                                      |  | (Dollars in Thousands)
|Predetermined interest rates          |  | $                      | 21,859
|Floating or adjustable interest rates |  |                        | 27,462
|                                      |  |                        |       
|                                      |  | $                      | 49,321
|                                      |  |                        |       

Risk Elements

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



|                                                                                                         |  |                        |     |      |   |      
|-------------------------------------------------------------------------------------------------------- |  | ---------------------- | --- | ---- | - | -----
|                                                                                                         |  | December 31,          
|                                                                                                         |  | 2005                   |     | 2004
|                                                                                                         |  | (Dollars in Thousands)
|Nonaccrual loans                                                                                         |  | $                      | 179 |      | $ | 0    
|Loans contractually past due ninety days or more as to interest or principal payments and still accruing |  |                        | 27  |      |   | 0    
|Restructured loans                                                                                       |  |                        | 0   |      |   | 0    
|Potential problem loans                                                                                  |  |                        | 498 |      |   | 1,231
|Interest income that would have been recorded on nonaccrual and restructured loans under original terms  |  |                        | 18  |      |   | 0    
|Interest income that was recorded on nonaccrual and restructured loans                                   |  |                        | 10  |      |   | 73   

Potential problem loans are defined as loans about which we have serious doubts as to the ability
of the borrower to comply with the present loan repayment terms and which may cause the loan to be placed on nonaccrual status, to become past due more than ninety days, or to be restructured.

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

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



36



---

##### Index to Financial Statements

SUMMARY OF LOAN LOSS EXPERIENCE

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



|                                                                                        |  |                          |         |   |      |   |         |   
|--------------------------------------------------------------------------------------- |  | ------------------------ | ------- | - | ---- | - | ------- | --
|                                                                                        |  | Years Ended December 31, |        
|                                                                                        |  | 2005                     |         |   | 2004 |  
|                                                                                        |  | (Dollars in Thousands)   |        
|Average amount of loans outstanding                                                     |  | $                        | 180,570 |   |      | $ | 124,313 |   
|                                                                                        |  |                          |         |   |      |   |         |   
|Balance of allowance for loan losses at beginning of year                               |  | $                        | 1,987   |   |      | $ | 2,046   |   
|                                                                                        |  |                          |         |   |      |   |         |   
|Loans charged off                                                                       |  |                          |         |   |      |   |         |   
|Commercial                                                                              |  |                          |        |   |      |   |        |   
|Real estate mortgage                                                                    |  |                          | (405    | ) |      |   | (98     | ) 
|Installment                                                                             |  |                          | (3      | ) |      |   | (34     | ) 
|                                                                                        |  |                          |         |   |      |   |         |   
|                                                                                        |  |                          | (408    | ) |      |   | (132    | ) 
|                                                                                        |  |                          |         |   |      |   |         |   
|Loans recovered                                                                         |  |                          |         |   |      |   |         |   
|Commercial                                                                              |  |                          |        |   |      |   |        |   
|Real estate mortgage                                                                    |  |                          | 714     |   |      |   |        |   
|Installment                                                                             |  |                          | 13      |   |      |   | 15      |   
|                                                                                        |  |                          |         |   |      |   |         |   
|                                                                                        |  |                          | 727     |   |      |   | 15      |   
|                                                                                        |  |                          |         |   |      |   |         |   
|Net (charge-offs) recoveries                                                            |  |                          | 319     |   |      |   | (117    | ) 
|                                                                                        |  |                          |         |   |      |   |         |   
|Additions to (deletions from) allowance charged to operating expense during year        |  |                          | (1      | ) |      |   | 58      |   
|                                                                                        |  |                          |         |   |      |   |         |   
|Balance of allowance for loan losses at end of year                                     |  | $                        | 2,305   |   |      | $ | 1,987   |   
|                                                                                        |  |                          |         |   |      |   |         |   
|Ratio of net loans (charged off) recovered during the year to average loans outstanding |  |                          | .18     | % |      |   | (.09    | )%
|                                                                                        |  |                          |         |   |      |   |         |   

Allowance for Loan Losses

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



37



---

##### Index to Financial Statements

As of December 31, 2005 and 2004, we had made no allocations of our allowance for loan losses to
specific categories of loans. Based on managements best estimate, the allocation of the allowance for loan losses to types of loans, as of the indicated dates, is as follows:



|                                     |  |                                                    |       |                |                                                    |   |        |   |                |  |     |  
|------------------------------------ |  | -------------------------------------------------- | ----- | -------------- | -------------------------------------------------- | - | ------ | - | -------------- |  | --- | -
|                                     |  | December 31, 2005Percent of loans in
each category |       |                | December 31, 2004Percent of loans in
each category |  
|                                     |  | Amount                                             |       | to total loans |                                                    |   | Amount |   | to total loans | 
|                                     |  | (Dollars in Thousands)                             |      
|Commercial                           |  | $                                                  | 207   |                | 9                                                  | % |        | $ | 500            |  | 7   | %
|Real estate - construction           |  |                                                    | 932   |                | 40                                                 |   |        |   | 268            |  | 37  |  
|Real estate  mortgage               |  |                                                    | 1,128 |                | 49                                                 |   |        |   | 1,019          |  | 54  |  
|Consumer installment loans and other |  |                                                    | 38    |                | 2                                                  |   |        |   | 200            |  | 2   |  
|                                     |  |                                                    |       |                |                                                    |   |        |   |                |  |     |  
|                                     |  | $                                                  | 2,305 |                | 100                                                | % |        | $ | 1,987          |  | 100 | %
|                                     |  |                                                    |       |                |                                                    |   |        |   |                |  |     |  

DEPOSITS

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



|                                    |  |                          |         |         |      |   |        |   |         |  |      |  
|----------------------------------- |  | ------------------------ | ------- | ------- | ---- | - | ------ | - | ------- |  | ---- | -
|                                    |  | Years Ended December 31, |        
|                                    |  | 2005                     |         |         | 2004 |  
|                                    |  | Amount                   |         | Percent |      |   | Amount |   | Percent | 
|                                    |  | (Dollars in Thousands)   |        
|Noninterest-bearing demand deposits |  | $                        | 15,708  |         |     | % |        | $ | 11,942  |  |     | %
|Interest-bearing demand deposits    |  |                          | 33,279  |         | 1.89 |   |        |   | 33,385  |  | 1.36 |  
|Savings deposits                    |  |                          | 2,118   |         | .57  |   |        |   | 2,073   |  | .58  |  
|Time deposits                       |  |                          | 136,697 |         | 3.40 |   |        |   | 78,573  |  | 2.83 |  
|                                    |  |                          |         |         |      |   |        |   |         |  |      |  
|                                    |  | $                        | 187,802 |         |      |   |        | $ | 125,973 |  |      |  
|                                    |  |                          |         |         |      |   |        |   |         |  |      |  

---

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

The amounts of time certificates of deposit issued in amounts of $100,000 or more as of December 31, 2005 are shown below by category, which is based on time remaining until maturity of (1) three months or
less, (2) over three through six months, (3) over six through twelve months, and (4) over twelve months.



|                                     |  |                        |        
|------------------------------------ |  | ---------------------- | -------
|                                     |  | (Dollars in Thousands)
|Three months or less                 |  | $                      | 48,060 
|Over three months through six months |  |                        | 27,527 
|Over six through twelve months       |  |                        | 29,732 
|Over twelve months                   |  |                        | 12,587 
|                                     |  |                        |        
|Total                                |  | $                      | 117,906
|                                     |  |                        |        



38



---

##### Index to Financial Statements

RETURN ON ASSETS AND STOCKHOLDERS EQUITY

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



|                           |  |                          |   |  |       |  
|-------------------------- |  | ------------------------ | - |  | ----- | -
|                           |  | Years Ended December 31, |  
|                           |  | 2005                     |   |  | 2004  |  
|Return on assets (1)       |  | 1.11                     | % |  | 0.75  | %
|Return on equity (2)       |  | 17.96                    |   |  | 10.10 |  
|Dividend payout ratio (3)  |  |                         |   |  |      |  
|Equity to assets ratio (4) |  | 6.17                     |   |  | 7.39  |  

---

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

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

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

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

ITEM 7.
FINANCIAL STATEMENTS

The consolidated financial statements, notes thereto and independent auditors report thereon for year ended
December 31, 2005 and attached hereto beginning at page F-1.

The following financial statements are attached on page F-1 of this
Report:

|                                                           |  |          
|---------------------------------------------------------- |  | ---------
|Report of Independent Registered Public Accounting Firm    |  | F-3      
|Consolidated Balance Sheets                                |  | F-4      
|Consolidated Statements of Income                          |  | F-5      
|Consolidated Statements of Comprehensive Income            |  | F-6      
|Consolidated Statements of Changes in Stockholders Equity |  | F-7      
|Consolidated Statements of Cash Flows                      |  | F-8      
|Notes to Consolidated Financial Statements                 |  | F-10F-30

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

None.

ITEM 8A. CONTROLS AND
PROCEDURES

Pursuant to Section 302 of the Sarbanes-Oxley act of 2002, and as of the date of this report, our management, including
our Chief Executive Officer and Chief Financial Officer, reviewed the effectiveness and design of our disclosure controls and procedures under Rule 13a-15 of the Securities Exchange Act of 1934. Based upon that evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that such disclosure controls and procedures are adequate to ensure that material information relating to the Company, including its consolidated subsidiary, that is required to be included in its
periodic filings with the Securities and Exchange Commission, is timely made known to them. During the quarter ended December 31, 2005, there were no changes in



39



---

##### Index to Financial Statements

internal controls, or to managements knowledge, in other factors that could significantly affect those internal
controls, and there has been no corrective action with respect to significant deficiencies or material weaknesses.

ITEM 8B. OTHER INFORMATION

None.



40



---

##### Index to Financial Statements

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 May 25, 2006 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 May 25,
2006 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 other information required by this item is included in the Companys
Proxy Statement for the Annual Meeting of Shareholders to be held on May 25, 2006 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.

The following table provides information regarding compensation plans under which
equity securities of the Company are authorized for issuance. All data is presented as of December 31, 2005.

Equity
Compensation Plan Table



|                                                           |  |                                                                                             |  |                                                                             |       |                                                                                                                                             |        
|---------------------------------------------------------- |  | ------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------- | ----- | ------------------------------------------------------------------------------------------------------------------------------------------- | -------
|                                                           |  | (a)                                                                                         |  | (b)                                                                         |       | (c)                                                                                                                                        
|Plan category                                              |  | Number of securities to be issued upon exercise of
outstanding options, warrants and rights |  | Weighted-average exercise price of outstanding options, warrants and rights |       | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|Equity compensation plans approved by security holders     |  | 37,665                                                                                      |  | $                                                                           | 13.34 |                                                                                                                                             | 366,551
|Equity compensation plans not approved by security holders |  | 0                                                                                           |  |                                                                             | 0     |                                                                                                                                             | 0      
|                                                           |  |                                                                                             |  |                                                                             |       |                                                                                                                                             |        
|Total                                                      |  | 37,665                                                                                      |  | $                                                                           | 13.34 |                                                                                                                                             | 366,551
|                                                           |  |                                                                                             |  |                                                                             |       |                                                                                                                                             |        

It is the current opinion of the Board of Directors that 7,999 options may have been
inappropriately exercised during 2005.



41



---

##### Index to Financial Statements

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 May 25,
2006 under the headings Transactions with Management and is incorporated herein by reference.

ITEM 13. 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*          |  | First Georgia Community Corp. 2001 Stock Incentive Plan (2)                                                                                                
|               | 
|10.2*          |  | Form of Director Deferred Fee Agreement dated January 7, 2002, as amended as of March 11, 2002 (3)                                                         
|               | 
|21.1           |  | Subsidiaries of the Company. The sole subsidiary of the Company is First Georgia Community Bank, Jackson, Georgia, which is wholly-owned by the Company    
|               | 
|31.1           |  | Certification of Chief Executive Officer pursuant to Rule 13a-14(a)                                                                                        
|               | 
|31.2           |  | Certification of Chief Financial Officer pursuant to Rule 13a-14(a)                                                                                        
|               | 
|32.1           |  | Certifications by Chief Executive Officer and Chief Financial Officer pursuant to 18.S.C. Section 906 of the Sarbanes-Oxley Act of 2002.                   

---

|* | 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, 2001 (File No. 0-24153).
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | 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, 2003 (File No. 0-24153).
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



42



---

##### Index to Financial Statements

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item is included in the Companys Proxy Statement for the Annual Meeting of Shareholders to be held on May 25,
2006 under the heading Audit and Other Fees Paid to Independent Accountants and is incorporated herein by reference.



43



---

##### Index to Financial Statements

FIRST GEORGIA COMMUNITY CORP.

AND SUBSIDIARY

CONSOLIDATED FINANCIAL REPORT

DECEMBER 31, 2005



F-1



---

##### Index to Financial Statements

FIRST GEORGIA COMMUNITY CORP.

AND SUBSIDIARY

CONSOLIDATED FINANCIAL REPORT

DECEMBER 31, 2005

TABLE OF CONTENTS



|                                                        |  |          
|------------------------------------------------------- |  | ---------
|                                                        |  | Page     
|REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |  | F-3      
|                                                        | 
|FINANCIAL STATEMENTS                                    |  |          
|                                                        | 
|Consolidated balance sheets                             |  | F-4      
|Consolidated statements of income                       |  | F-5      
|Consolidated statements of comprehensive income         |  | F-6      
|Consolidated statements of stockholders equity         |  | F-7      
|Consolidated statements of cash flows                   |  | F-8      
|Notes to consolidated financial statements              |  | F-10F-30



F-2



---

##### Index to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

First Georgia Community Corp. and Subsidiary

Jackson, Georgia

We have audited the accompanying consolidated balance sheets of First Georgia Community Corp. and subsidiaryas of
December 31, 2005 and 2004, and the related consolidated statements of income, comprehensive income, stockholders equity and cash flows for the years then ended. These financial statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In
our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of First Georgia Community Corp. and subsidiary as of December 31, 2005 and 2004, and the results of their
operations and their cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

/s/ Mauldin & Jenkins, LLC

Atlanta, Georgia

March 17, 2006



F-3



---

##### Index to Financial Statements

FIRST GEORGIA COMMUNITY CORP.

AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2005 AND 2004



|                                                                                                                   |  |      |             |   |      |   |            
|------------------------------------------------------------------------------------------------------------------ |  | ---- | ----------- | - | ---- | - | -----------
|                                                                                                                   |  | 2005 |             |   | 2004
|Assets                                                                                                             |  |      |             |   |      |   |            
|Cash and due from banks                                                                                            |  | $    | 7,202,634   |   |      | $ | 4,281,050  
|Interest-bearing deposits in banks                                                                                 |  |      | 1,445,571   |   |      |   | 863,735    
|Federal funds sold                                                                                                 |  |      | 19,254,000  |   |      |   | 17,152,000 
|Securities available for sale                                                                                      |  |      | 20,085,606  |   |      |   | 19,935,407 
|Restricted equity securities, at cost                                                                              |  |      | 1,640,650   |   |      |   | 1,413,250  
|                                                                                                                   |  |     
|Loans                                                                                                              |  |      | 194,179,658 |   |      |   | 150,489,676
|Less allowance for loan losses                                                                                     |  |      | 2,304,785   |   |      |   | 1,986,917  
|                                                                                                                   |  |      |             |   |      |   |            
|Loans, net                                                                                                         |  |      | 191,874,873 |   |      |   | 148,502,759
|                                                                                                                   |  |     
|Premises and equipment                                                                                             |  |      | 3,758,820   |   |      |   | 3,254,452  
|Other assets                                                                                                       |  |      | 5,989,331   |   |      |   | 5,648,822  
|                                                                                                                   |  |      |             |   |      |   |            
|Total assets                                                                                                       |  | $    | 251,251,485 |   |      | $ | 201,051,475
|                                                                                                                   |  |      |             |   |      |   |            
|Liabilities and Stockholders Equity                                                                               |  |      |             |   |      |   |            
|Liabilities:                                                                                                       |  |      |             |   |      |   |            
|Deposits:                                                                                                          |  |      |             |   |      |   |            
|Noninterest-bearing                                                                                                |  | $    | 17,644,213  |   |      | $ | 11,721,867 
|Interest-bearing                                                                                                   |  |      | 184,845,178 |   |      |   | 146,647,512
|                                                                                                                   |  |      |             |   |      |   |            
|Total deposits                                                                                                     |  |      | 202,489,391 |   |      |   | 158,369,379
|Other borrowings                                                                                                   |  |      | 28,468,467  |   |      |   | 26,961,594 
|Other liabilities                                                                                                  |  |      | 4,473,242   |   |      |   | 2,542,434  
|                                                                                                                   |  |      |             |   |      |   |            
|Total liabilities                                                                                                  |  |      | 235,431,100 |   |      |   | 187,873,407
|                                                                                                                   |  |      |             |   |      |   |            
|Commitments and contingencies                                                                                      |  |      |             |   |      |   |            
|                                                                                                                   |  |     
|Stockholders equity                                                                                               |  |      |             |   |      |   |            
|Common stock, par value $5; 10,000,000 shares authorized; 954,242 and 931,041 issued and outstanding, respectively |  |      | 4,771,210   |   |      |   | 4,655,205  
|Surplus                                                                                                            |  |      | 5,310,717   |   |      |   | 5,131,291  
|Retained earnings                                                                                                  |  |      | 5,940,209   |   |      |   | 3,359,533  
|Accumulated other comprehensive income (loss)                                                                      |  |      | (201,751    | ) |      |   | 32,039     
|                                                                                                                   |  |      |             |   |      |   |            
|Total stockholders equity                                                                                         |  |      | 15,820,385  |   |      |   | 13,178,068 
|                                                                                                                   |  |      |             |   |      |   |            
|Total liabilities and stockholders equity                                                                         |  | $    | 251,251,485 |   |      | $ | 201,051,475
|                                                                                                                   |  |      |             |   |      |   |            

See Notes to Consolidated Financial Statements.



F-4



---

##### Index to Financial Statements

FIRST GEORGIA COMMUNITY CORP.

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

YEARS ENDED DECEMBER 31, 2005 AND 2004



|                                                             |  |      |            |   |      |   |          
|------------------------------------------------------------ |  | ---- | ---------- | - | ---- | - | ---------
|                                                             |  | 2005 |            |   | 2004
|Interest income:                                             |  |      |            |   |      |   |          
|Loans, including fees                                        |  | $    | 14,905,464 |   |      | $ | 8,967,455
|Taxable securities                                           |  |      | 717,051    |   |      |   | 643,937  
|Nontaxable securities                                        |  |      | 174,203    |   |      |   | 195,113  
|Deposits in banks                                            |  |      | 48         |   |      |   | 383      
|Federal funds sold                                           |  |      | 508,848    |   |      |   | 134,063  
|                                                             |  |      |            |   |      |   |          
|Total interest income                                        |  |      | 16,305,614 |   |      |   | 9,940,951
|                                                             |  |      |            |   |      |   |          
|Interest expense:                                            |  |      |            |   |      |   |          
|Deposits                                                     |  |      | 5,292,624  |   |      |   | 2,690,423
|Other borrowings                                             |  |      | 1,307,515  |   |      |   | 1,121,995
|                                                             |  |      |            |   |      |   |          
|Total interest expense                                       |  |      | 6,600,139  |   |      |   | 3,812,418
|                                                             |  |      |            |   |      |   |          
|Net interest income                                          |  |      | 9,705,475  |   |      |   | 6,128,533
|Provision (credit) for loan losses                           |  |      | (1,304     | ) |      |   | 57,926   
|                                                             |  |      |            |   |      |   |          
|Net interest income after provision (credit) for loan losses |  |      | 9,706,779  |   |      |   | 6,070,607
|                                                             |  |      |            |   |      |   |          
|Other income:                                                |  |      |            |   |      |   |          
|Service charges on deposit accounts                          |  |      | 749,046    |   |      |   | 684,350  
|Gain on sale of securities available for sale                |  |      | 4,325      |   |      |   | 33,032   
|Other operating income                                       |  |      | 140,130    |   |      |   | 375,076  
|                                                             |  |      |            |   |      |   |          
|Total other income                                           |  |      | 893,501    |   |      |   | 1,092,458
|                                                             |  |      |            |   |      |   |          
|Other expenses:                                              |  |      |            |   |      |   |          
|Salaries and employee benefits                               |  |      | 3,440,017  |   |      |   | 2,761,694
|Equipment and occupancy expenses                             |  |      | 769,825    |   |      |   | 556,674  
|Other operating expenses                                     |  |      | 2,462,737  |   |      |   | 2,101,042
|                                                             |  |      |            |   |      |   |          
|Total other expenses                                         |  |      | 6,672,579  |   |      |   | 5,419,410
|                                                             |  |      |            |   |      |   |          
|Income before income taxes                                   |  |      | 3,927,701  |   |      |   | 1,743,655
|                                                             |  |     
|Income tax expense                                           |  |      | 1,347,025  |   |      |   | 494,022  
|                                                             |  |      |            |   |      |   |          
|Net income                                                   |  | $    | 2,580,676  |   |      | $ | 1,249,633
|                                                             |  |      |            |   |      |   |          
|Basic earnings per share                                     |  | $    | 2.76       |   |      | $ | 1.34     
|                                                             |  |      |            |   |      |   |          
|Diluted earnings per share                                   |  | $    | 2.71       |   |      | $ | 1.34     
|                                                             |  |      |            |   |      |   |          

See Notes to Consolidated Financial Statements.



F-5



---

##### Index to Financial Statements

FIRST GEORGIA COMMUNITY CORP.

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31, 2005
AND 2004



|                                                                                                                                       |  |      |           |   |      |   |           |  
|-------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | --------- | - | ---- | - | --------- | -
|                                                                                                                                       |  | 2005 |           |   | 2004 |  
|Net income                                                                                                                             |  | $    | 2,580,676 |   |      | $ | 1,249,633 |  
|                                                                                                                                       |  |      |           |   |      |   |           |  
|Other comprehensive loss:                                                                                                              |  |      |           |   |      |   |           |  
|Unrealized holding losses on securities available for sale arising during period, net of benefit of $140,341 and $63,791,
respectively |  |      | (231,109  | ) |      |   | (104,080  | )
|                                                                                                                                       |  |     
|Reclassification adjustment for gains realized in net income, net of tax of $1,644 and $12,552, respectively                           |  |      | (2,681    | ) |      |   | (20,480   | )
|                                                                                                                                       |  |      |           |   |      |   |           |  
|Other comprehensive loss                                                                                                               |  |      | (233,790  | ) |      |   | (124,560  | )
|                                                                                                                                       |  |      |           |   |      |   |           |  
|Comprehensive income                                                                                                                   |  | $    | 2,346,886 |   |      | $ | 1,125,073 |  
|                                                                                                                                       |  |      |           |   |      |   |           |  

See Notes to Consolidated Financial Statements.



F-6



---

##### Index to Financial Statements

FIRST GEORGIA COMMUNITY CORP.

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY

YEARS ENDED DECEMBER 31,
2005 AND 2004



|                           |  |              |  |           |           |         |   |                   |  |                                              |           |  |                            |          |   |  |   |            |  
|-------------------------- |  | ------------ |  | --------- | --------- | ------- | - | ----------------- |  | -------------------------------------------- | --------- |  | -------------------------- | -------- | - |  | - | ---------- | -
|                           |  |              |  |           |           | Surplus |   | Retained Earnings |  | AccumulatedOther Comprehensive Income (Loss) |           |  | Total Stockholders Equity |         
|                           |  | Common Stock |  |           |           |        
|                           |  | Shares       |  | Par Value |           |         |   |                  
|Balance, December 31, 2003 |  | 930,208      |  | $         | 4,651,040 |         | $ | 5,123,654         |  | $                                            | 2,109,900 |  | $                          | 156,599  |   |  | $ | 12,041,193 |  
|Net income                 |  |             |  |           |          |         |   |                  |  |                                              | 1,249,633 |  |                            |         |   |  |   | 1,249,633  |  
|Exercise of stock options  |  | 833          |  |           | 4,165     |         |   | 7,637             |  |                                              |          |  |                            |         |   |  |   | 11,802     |  
|Other comprehensive loss   |  |             |  |           |          |         |   |                  |  |                                              |          |  |                            | (124,560 | ) |  |   | (124,560   | )
|                           |  |              |  |           |           |         |   |                   |  |                                              |           |  |                            |          |   |  |   |            |  
|Balance, December 31, 2004 |  | 931,041      |  |           | 4,655,205 |         |   | 5,131,291         |  |                                              | 3,359,533 |  |                            | 32,039   |   |  |   | 13,178,068 |  
|Net income                 |  |             |  |           |          |         |   |                  |  |                                              | 2,580,676 |  |                            |         |   |  |   | 2,580,676  |  
|Exercise of stock options  |  | 23,201       |  |           | 116,005   |         |   | 179,426           |  |                                              |          |  |                            |         |   |  |   | 295,431    |  
|Other comprehensive loss   |  |             |  |           |          |         |   |                  |  |                                              |          |  |                            | (233,790 | ) |  |   | (233,790   | )
|                           |  |              |  |           |           |         |   |                   |  |                                              |           |  |                            |          |   |  |   |            |  
|Balance, December 31, 2005 |  | 954,242      |  | $         | 4,771,210 |         | $ | 5,310,717         |  | $                                            | 5,940,209 |  | $                          | (201,751 | ) |  | $ | 15,820,385 |  
|                           |  |              |  |           |           |         |   |                   |  |                                              |           |  |                            |          |   |  |   |            |  

See Notes to Consolidated Financial Statements.



F-7



---

##### Index to Financial Statements

FIRST GEORGIA COMMUNITY CORP.

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2005 AND 2004



|                                                                                  |  |      |             |   |      |   |             |  
|--------------------------------------------------------------------------------- |  | ---- | ----------- | - | ---- | - | ----------- | -
|                                                                                  |  | 2005 |             |   | 2004 |  
|OPERATING ACTIVITIES                                                              |  |      |             |   |      |   |             |  
|Net income                                                                        |  | $    | 2,580,676   |   |      | $ | 1,249,633   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |      |             |   |      |   |             |  
|Depreciation and amortization                                                     |  |      | 339,782     |   |      |   | 301,587     |  
|(Gain) loss on sale of other real estate owned                                    |  |      | 35,322      |   |      |   | (64,990     | )
|Gain on sale of securities available for sale                                     |  |      | (4,325      | ) |      |   | (33,032     | )
|Provision for losses on other real estate owned                                   |  |      | 18,258      |   |      |   |            |  
|Provision for other losses                                                        |  |      | 40,511      |   |      |   | 112,074     |  
|Provision (credit) for loan losses                                                |  |      | (1,304      | ) |      |   | 57,926      |  
|Deferred income taxes                                                             |  |      | (76,537     | ) |      |   | (70,217     | )
|Deferred compensation                                                             |  |      | 98,726      |   |      |   | 234,946     |  
|Increase in interest receivable                                                   |  |      | (567,865    | ) |      |   | (156,946    | )
|Increase in interest payable                                                      |  |      | 748,947     |   |      |   | 214,612     |  
|Net other operating activities                                                    |  |      | 317,140     |   |      |   | 54,911      |  
|                                                                                  |  |      |             |   |      |   |             |  
|Net cash provided by operating activities                                         |  |      | 3,529,331   |   |      |   | 1,900,504   |  
|                                                                                  |  |      |             |   |      |   |             |  
|INVESTING ACTIVITIES                                                              |  |      |             |   |      |   |             |  
|Net (increase) decrease in interest bearing deposits in banks                     |  |      | (581,836    | ) |      |   | 58,070      |  
|Net increase in federal funds sold                                                |  |      | (2,102,000  | ) |      |   | (6,373,000  | )
|Purchases of securities available for sale                                        |  |      | (3,985,351  | ) |      |   | (8,969,724  | )
|Proceeds from maturities of securities available for sale                         |  |      | 2,071,636   |   |      |   | 6,277,117   |  
|Proceeds from sales of securities available for sale                              |  |      | 1,391,344   |   |      |   | 1,757,058   |  
|Purchases of restricted equity securities                                         |  |      | (227,400    | ) |      |   | (135,000    | )
|Net increase in loans                                                             |  |      | (42,410,529 | ) |      |   | (46,393,186 | )
|Purchases of premises and equipment                                               |  |      | (843,427    | ) |      |   | (1,028,677  | )
|Proceeds from sale of other real estate owned                                     |  |      | 157,500     |   |      |   | 1,579,046   |  
|                                                                                  |  |      |             |   |      |   |             |  
|Net cash used in investing activities                                             |  |      | (46,530,063 | ) |      |   | (53,228,296 | )
|                                                                                  |  |      |             |   |      |   |             |  
|FINANCING ACTIVITIES                                                              |  |      |             |   |      |   |             |  
|Net increase in deposits                                                          |  |      | 44,120,012  |   |      |   | 51,918,392  |  
|Net increase (decrease) in other borrowings                                       |  |      | 1,506,873   |   |      |   | (491,496    | )
|Proceeds from exercise of stock options                                           |  |      | 295,431     |   |      |   | 11,802      |  
|                                                                                  |  |      |             |   |      |   |             |  
|Net cash provided by financing activities                                         |  |      | 45,922,316  |   |      |   | 51,438,698  |  
|                                                                                  |  |      |             |   |      |   |             |  
|Net increase in cash and due from banks                                           |  |      | 2,921,584   |   |      |   | 110,906     |  
|                                                                                  |  |     
|Cash and due from banks at beginning of year                                      |  |      | 4,281,050   |   |      |   | 4,170,144   |  
|                                                                                  |  |      |             |   |      |   |             |  
|Cash and due from banks at end of year                                            |  | $    | 7,202,634   |   |      | $ | 4,281,050   |  



F-8



---

##### Index to Financial Statements

|                                                             |  |      |           |      |   |          
|------------------------------------------------------------ |  | ---- | --------- | ---- | - | ---------
|                                                             |  | 2005 |           | 2004
|SUPPLEMENTAL DISCLOSURES                                     |  |      |           |      |   |          
|Cash paid for:                                               |  |      |           |      |   |          
|Interest                                                     |  | $    | 5,851,192 |      | $ | 3,597,806
|                                                             |  |     
|Income taxes                                                 |  | $    | 1,414,400 |      | $ | 213,706  
|                                                             |  |     
|NONCASH TRANSACTIONS                                         |  |      |           |      |   |          
|Principal balances of loans transferred to other real estate |  | $    | 1,230,082 |      | $ | 1,988,701
|                                                             |  |     
|Financed sales of other real estate owned                    |  | $    | 1,234,638 |      | $ | 2,414,940

See Notes to Consolidated Financial Statements.



F-9



---

##### Index to Financial Statements

FIRST GEORGIA COMMUNITY CORP.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

Nature of Business

First Georgia Community Corp. (the Company) is a bank holding company whose principal activity is the ownership and management of its wholly-owned subsidiary, First Georgia Community Bank (the Bank). The Bank is a
commercial bank located in Jackson, Butts County, Georgia with a branch located in Locust Grove, Henry County, Georgia and a branch and loan production office located in Covington, Newton County, Georgia. The Bank provides a full range of banking
services in its primary market area of Butts, Henry, and Newton Counties as well as the surrounding counties.

Basis of Presentation and
Accounting Estimates

The consolidated financial statements include the accounts of the Company and its subsidiary. Significant
intercompany transactions and balances have been eliminated in consolidation.

In preparing the consolidated financial statements in
accordance with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and
liabilities as of the balance sheet date and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, the valuation of foreclosed real estate, deferred taxes, and
contingent assets and liabilities. The determination of the adequacy of the allowance for loan losses is based on estimates that are susceptible to significant changes in the economic environment and market conditions. In connection with the
determination of the estimated losses on loans and the valuation of foreclosed real estate, management obtains independent appraisals for significant collateral.

Cash, Due From Banks and Cash Flows

For purposes of reporting cash flows, cash and due from banks
includes cash on hand, cash items in process of collection and amounts due from banks. Cash flows from loans, interest-bearing deposits in banks, federal funds sold and deposits are reported net.

The Bank is required to maintain reserve balances in cash or on deposit with the Federal Reserve Bank, based on a percentage of deposits. The total of
those reserve balances was approximately $782,000 and $739,000 at December 31, 2005 and 2004, respectively.

Securities

Debt securities that management has the positive intent and ability to hold to maturity are classified as held to maturity and recorded
at amortized cost. Debt securities not classified as held to maturity are classified as available for sale and recorded at fair value with unrealized gains and losses excluded from earnings and reported in other comprehensive income (loss), net of
the related deferred tax effect. Equity securities, including restricted stock, without a readily determinable fair value are recorded at cost.



F-10



---

##### Index to Financial Statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Securities (Continued)

The amortization of premiums and accretion of discounts are recognized in
interest income using methods approximating the interest method over the life of the securities. Realized gains and losses, determined on the basis of the cost of specific securities sold, are included in earnings on the settlement date. Declines in
the fair value of held to maturity and available for sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses. In estimating other than temporary impairment losses, management considers
(1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the
issuer for a period of time sufficient to allow for any anticipated recovery in fair value.

Loans

Loans are reported at their outstanding principal balances less deferred loan fees and the allowance for loan losses. Interest income on loans is accrued
on the outstanding principal balance.

Nonrefundable loan fees and costs incurred for loans are deferred and recognized in income over the
life of the loans using a method which approximates a level yield.

The accrual of interest on loans is discontinued when, in
managements opinion, the borrower may be unable to meet payments as they become due, unless the loan is well-secured. All interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest
income, unless management believes that the accrued interest is recoverable through the liquidation of collateral. Interest income on nonaccrual loans is recognized on the cash-basis or cost-recovery method, until the loans are returned to accrual
status. Loans are returned to accrual status when all the principal and interest amounts are brought current and future payments are reasonably assured.

A loan is considered impaired when it is probable, based on current information and events, the Company will be unable to collect all principal and interest payments due in accordance with the contractual terms of the
loan agreement. Impaired loans are measured by either the present value of expected future cash flows discounted at the loans effective interest rate, the loans obtainable market price, or the fair value of the collateral if the loan is
collateral dependent. The amount of impairment, if any, and any subsequent changes are included in the allowance for loan losses. Interest on accruing impaired loans is recognized as long as such loans do not meet the criteria for nonaccrual status.

Allowance for Loan Losses

The allowance for loan losses is established through a provision for loan losses charged to expense. Loan losses are charged against the allowance when management believes the collectibility of the principal is unlikely. Subsequent
recoveries, if any, are credited to the allowance.



F-11



---

##### Index to Financial Statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Allowance for Loan Losses (Continued)

The allowance is an amount that management believes will be
adequate to absorb estimated losses relating to specifically identified loans, as well as probable credit losses inherent in the balance of the loan portfolio, based on an evaluation of the collectibility of existing loans and prior loss experience.
This evaluation also takes into consideration such factors as changes in the nature and volume of the loan portfolio, overall portfolio quality, review of specific problem loans, concentrations and current economic conditions that may affect the
borrowers ability to pay. This evaluation does not include the effects of expected losses on specific loans or groups of loans that are related to future events or expected changes in economic conditions. While management uses the best
information available to make its evaluation, future adjustments to the allowance may be necessary if there are significant changes in economic conditions. In addition, regulatory agencies, as an integral part of their examination process,
periodically review the Companys allowance for loan losses, and may require the Company to make additions to the allowance based on their judgment about information available to them at the time of their examinations.

The allowance consists of specific, general and unallocated components. The specific component relates to loans that are classified as either doubtful,
substandard or special mention. For such loans that are also classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of
that loan. The general component covers non-classified loans and is based on historical loss experience adjusted for qualitative factors. An unallocated component is maintained to cover uncertainties that could affect managements estimate of
probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.

Premises and Equipment

Land is
carried at cost. Premises and equipment are carried at cost less accumulated depreciation. Depreciation is computed principally by the straight-line method over the estimated useful lives of the assets:



|                       |  |              
|---------------------- |  | -------------
|Building               |  | 10 - 40 years
|Leasehold improvements |  | 5 - 15 years 
|Equipment              |  | 2 - 10 years 

Other Real Estate Owned

Other real estate owned represents properties acquired through or in lieu of loan foreclosure and is initially recorded at the lower of cost or fair value
less estimated costs to sell. Any write-down to fair value at the time of transfer to other real estate owned is charged to the allowance for loan losses. Costs of improvements are capitalized, whereas costs relating to holding other real estate
owned and subsequent adjustments to the value are expensed. The carrying amount of other real estate owned at December 31, 2005 and 2004 was $156,748 and $341,206, respectively.

Income Taxes

Deferred income tax
assets and liabilities are determined using the balance sheet method. Under this method, the net deferred tax asset or liability is determined based on the tax effects of the temporary differences between the book and tax bases of the various
balance sheet assets and liabilities and gives current recognition to changes in tax rates and laws.



F-12



---

##### Index to Financial Statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Stock-Based Compensation

At December 31, 2005, the Company has a stock-based employee
compensation plan, which is described more fully in Note 8. The Company accounts for this plan under the recognition and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations.
No stock-based employee compensation cost is reflected in net income, as all options granted under the plan had an exercise price equal to the market value of the underlying stock on the date of grant. The following table illustrates the effect on
net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS Statement No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation.



|                                                                                                                |  |                          |           |   |      |   |           |  
|--------------------------------------------------------------------------------------------------------------- |  | ------------------------ | --------- | - | ---- | - | --------- | -
|                                                                                                                |  | Years Ended December 31, |          
|                                                                                                                |  | 2005                     |           |   | 2004 |  
|Net income, as reported                                                                                         |  | $                        | 2,580,676 |   |      | $ | 1,249,633 |  
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards |  |                          | (112,399  | ) |      |   | (13,356   | )
|                                                                                                                |  |                          |           |   |      |   |           |  
|Pro forma net income                                                                                            |  | $                        | 2,468,277 |   |      | $ | 1,236,277 |  
|                                                                                                                |  |                          |           |   |      |   |           |  
|Earnings per share:                                                                                             |  |                          |           |   |      |   |           |  
|Basic  as reported                                                                                             |  | $                        | 2.76      |   |      | $ | 1.34      |  
|                                                                                                                |  |                          |           |   |      |   |           |  
|Basic - pro forma                                                                                               |  | $                        | 2.64      |   |      | $ | 1.33      |  
|                                                                                                                |  |                          |           |   |      |   |           |  
|Diluted - as reported                                                                                           |  | $                        | 2.71      |   |      | $ | 1.34      |  
|                                                                                                                |  |                          |           |   |      |   |           |  
|Diluted - pro forma                                                                                             |  | $                        | 2.59      |   |      | $ | 1.33      |  
|                                                                                                                |  |                          |           |   |      |   |           |  

Earnings Per Share

Basic earnings per share are computed by dividing net income by the weighted average number of shares of common stock outstanding. Diluted earnings per
share are computed by dividing net income by the sum of the weighted-average number of shares of common stock outstanding and potential common shares. Potential common shares consist of stock options.

Comprehensive Income

Accounting
principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available for sale securities, are reported as a
separate component of the equity section of the balance sheet, such items, along with net income, are components of comprehensive income.



F-13



---

##### Index to Financial Statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Standards

In December 2004, the FASB published Statement No. 123 (revised
2004), Share-Based Payment (FAS 123(R) or the Statement). FAS 123(R) requires that the compensation cost relating to share-based payment transactions, including grants of employee stock options, be recognized in
financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. FAS 123(R) covers a wide range of share-based compensation arrangements including stock options, restricted share plans,
performance-based awards, share appreciation rights, and employee share purchase plans. FAS 123(R) is a replacement of FASB Statement No. 123, Accounting for Stock-Based Compensation, and supersedes APB Opinion No. 25, Accounting for Stock
Issued to Employees, and its related interpretive guidance (APB 25).

The effect of the Statement will be to require entities to measure the
cost of employee services received in exchange for stock options based on the grant-date fair value of the award, and to recognize the cost over the period the employee is required to provide services for the award. FAS 123(R) permits entities to
use any option-pricing model that meets the fair value objective in the Statement.

The Company will be required to apply FAS 123(R) as of
the beginning of its first interim period that begins after December 15, 2005, which will be the year ending December 31, 2006.

FAS 123(R) allows two methods for determining the effects of the transition: the modified prospective transition method and the modified retrospective method of transition. Under the modified prospective transition method, an entity would
use the fair value based accounting method for all employee awards granted, modified, or settled after the effective date. As of the effective date, compensation cost related to the nonvested portion of awards outstanding as of that date would be
based on the grant-date fair value of those awards as calculated under the original provisions of Statement No. 123; that is, an entity would not remeasure the grant-date fair value estimate of the unvested portion of awards granted prior to
the effective date. An entity will have the further option to either apply the Statement to only the quarters in the period of adoption and subsequent periods, or apply the Statement to all quarters in the fiscal year of adoption Under the modified
retrospective method of transition, an entity would revise its previously issued financial statements to recognize employee compensation cost for prior periods presented in accordance with the original provisions of Statement No. 123.

The Company has not yet completed its study of the transition methods or made any decisions about how it will adopt FAS 123(R). However,
the Company anticipates using the modified prospective transition method.



F-14



---

##### Index to Financial Statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2. SECURITIES AVAILABLE FOR SALE

The amortized
cost and fair value of securities available for sale are summarized as follows:



|                                      |  |               |            |                      |   |                       |  |   |            |   |  |   |           
|------------------------------------- |  | ------------- | ---------- | -------------------- | - | --------------------- |  | - | ---------- | - |  | - | ----------
|                                      |  | AmortizedCost |            | GrossUnrealizedGains |   | GrossUnrealizedLosses |  |   | Fair Value
|December 31, 2005                     |  |               |            |                      |   |                       |  |   |            |   |  |   |           
|U.S. Government and agency securities |  | $             | 13,199,964 |                      | $ |                      |  | $ | (241,239   | ) |  | $ | 12,958,725
|State and municipal securities        |  |               | 4,705,754  |                      |   | 79,126                |  |   | (95,904    | ) |  |   | 4,688,976 
|Mortgage-backed securities            |  |               | 2,503,986  |                      |   | 1,296                 |  |   | (67,377    | ) |  |   | 2,437,905 
|                                      |  |               |            |                      |   |                       |  |   |            |   |  |   |           
|                                      |  | $             | 20,409,704 |                      | $ | 80,422                |  | $ | (404,520   | ) |  | $ | 20,085,606
|                                      |  |               |            |                      |   |                       |  |   |            |   |  |   |           
|December 31, 2004                     |  |               |            |                      |   |                       |  |   |            |   |  |   |           
|U.S. Government and agency securities |  | $             | 11,216,658 |                      | $ | 34,635                |  | $ | (26,422    | ) |  | $ | 11,224,871
|State and municipal securities        |  |               | 5,612,513  |                      |   | 127,235               |  |   | (56,844    | ) |  |   | 5,682,904 
|Mortgage-backed securities            |  |               | 3,054,561  |                      |   | 9,143                 |  |   | (36,072    | ) |  |   | 3,027,632 
|                                      |  |               |            |                      |   |                       |  |   |            |   |  |   |           
|                                      |  | $             | 19,883,732 |                      | $ | 171,013               |  | $ | (119,338   | ) |  | $ | 19,935,407
|                                      |  |               |            |                      |   |                       |  |   |            |   |  |   |           

The following table shows the gross unrealized losses and fair value of securities, aggregated by
category and length of time that securities have been in a continuous unrealized loss position at December 31, 2005.



|                                      |  |                     |           |                  |                   |          |            |       |                  |           |  |            |          |                  |  |   |            |  |   |          |  
|------------------------------------- |  | ------------------- | --------- | ---------------- | ----------------- | -------- | ---------- | ----- | ---------------- | --------- |  | ---------- | -------- | ---------------- |  | - | ---------- |  | - | -------- | -
|                                      |  | Less Than 12 Months |           |                  | 12 Months or More |          |            | Total |                 
|Description of Securities:            |  | Fair Value          |           | UnrealizedLosses |                   |          | Fair Value |       | UnrealizedLosses |           |  | Fair Value |          | UnrealizedLosses | 
|U.S. Government and agency securities |  | $                   | 7,110,825 |                  | $                 | (98,557  | )          |       | $                | 5,847,900 |  | $          | (142,682 | )                |  | $ | 12,958,725 |  | $ | (241,239 | )
|State and municipal securities        |  |                     | 876,149   |                  |                   | (15,508  | )          |       |                  | 1,494,604 |  |            | (80,396  | )                |  |   | 2,370,753  |  |   | (95,904  | )
|Mortgage-backed securities            |  |                     |          |                  |                   |         |            |       |                  | 1,923,035 |  |            | (67,377  | )                |  |   | 1,923,035  |  |   | (67,377  | )
|                                      |  |                     |           |                  |                   |          |            |       |                  |           |  |            |          |                  |  |   |            |  |   |          |  
|Total temporarily impaired securities |  | $                   | 7,986,974 |                  | $                 | (114,065 | )          |       | $                | 9,265,539 |  | $          | (290,455 | )                |  | $ | 17,252,513 |  | $ | (404,520 | )
|                                      |  |                     |           |                  |                   |          |            |       |                  |           |  |            |          |                  |  |   |            |  |   |          |  

At December 31, 2005, all unrealized losses in the securities portfolio were for debt
securities. From the December 31, 2005 tables above, eight out of seventeen securities purchased from state and political subdivisions contained unrealized losses and twenty-six out of twenty-seven securities purchased from U.S. Government
agencies and Government sponsored corporations, including mortgage-backed securities, contained unrealized losses. These unrealized losses are considered temporary because of acceptable investment grades on each security and the repayment sources of
principal and interest are government backed.



F-15



---

##### Index to Financial Statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2. SECURITIES AVAILABLE FOR SALE (Continued)

The following table shows the gross unrealized losses and fair value of securities, aggregated by category and length of time that securities have been in a continuous unrealized loss position at December 31, 2004.



|                                      |  |                     |           |                  |                   |         |            |       |                  |           |  |            |         |                  |  |   |            |  |   |          |  
|------------------------------------- |  | ------------------- | --------- | ---------------- | ----------------- | ------- | ---------- | ----- | ---------------- | --------- |  | ---------- | ------- | ---------------- |  | - | ---------- |  | - | -------- | -
|                                      |  | Less Than 12 Months |           |                  | 12 Months or More |         |            | Total |                 
|Description of Securities:            |  | Fair Value          |           | UnrealizedLosses |                   |         | Fair Value |       | UnrealizedLosses |           |  | Fair Value |         | UnrealizedLosses | 
|U.S. Government and agency securities |  | $                   | 6,463,000 |                  | $                 | (26,422 | )          |       | $                |          |  | $          |        |                  |  | $ | 6,463,000  |  | $ | (26,422  | )
|State and municipal securities        |  |                     | 861,353   |                  |                   | (11,811 | )          |       |                  | 1,014,967 |  |            | (45,033 | )                |  |   | 1,876,320  |  |   | (56,844  | )
|Mortgage-backed securities            |  |                     | 1,864,978 |                  |                   | (11,432 | )          |       |                  | 979,318   |  |            | (24,640 | )                |  |   | 2,844,296  |  |   | (36,072  | )
|                                      |  |                     |           |                  |                   |         |            |       |                  |           |  |            |         |                  |  |   |            |  |   |          |  
|Total temporarily impaired securities |  | $                   | 9,189,331 |                  | $                 | (49,665 | )          |       | $                | 1,994,285 |  | $          | (69,673 | )                |  | $ | 11,183,616 |  | $ | (119,338 | )
|                                      |  |                     |           |                  |                   |         |            |       |                  |           |  |            |         |                  |  |   |            |  |   |          |  

At December 31, 2004, all unrealized losses in the securities portfolio were for debt
securities. From the December 31, 2004 tables above, seven out of nineteen securities purchased from state and political subdivisions contained unrealized losses and seventeen out of twenty-eight securities purchased from U.S. Government
agencies and Government sponsored corporations, including mortgage-backed securities, contained unrealized losses. These unrealized losses are considered temporary because of acceptable investment grades on each security and the repayment sources of
principal and interest are government backed.

Securities with a carrying value of $18,654,000 and $9,673,000 at December 31, 2005 and
2004 were pledged to secure public deposits and for other purposes required or permitted by law.

The amortized cost and fair value of debt
securities as of December 31, 2005 by contractual maturity are shown below. Maturities may differ from contractual maturities of mortgage-backed securities because the mortgages underlying the securities may be called or repaid without penalty.
Therefore, these securities are not included in the maturity categories in the following summary.



|                           |  |               |            |            |   |           
|-------------------------- |  | ------------- | ---------- | ---------- | - | ----------
|                           |  | AmortizedCost |            | Fair Value
|Due in less than one year  |  | $             | 498,922    |            | $ | 491,500   
|Due from one to five years |  |               | 9,720,292  |            |   | 9,515,464 
|Due from five to ten years |  |               | 5,921,429  |            |   | 5,848,882 
|Due after ten years        |  |               | 1,765,075  |            |   | 1,791,855 
|Mortgage-backed securities |  |               | 2,503,986  |            |   | 2,437,905 
|                           |  |               |            |            |   |           
|                           |  | $             | 20,409,704 |            | $ | 20,085,606
|                           |  |               |            |            |   |           

Gross gains and losses on sales of securities available for sale consist of the following:



|                   |  |                          |        |   |      |   |        |  
|------------------ |  | ------------------------ | ------ | - | ---- | - | ------ | -
|                   |  | Years Ended December 31, |       
|                   |  | 2005                     |        |   | 2004 |  
|Gross gains        |  | $                        | 10,587 |   |      | $ | 34,609 |  
|Gross losses       |  |                          | (6,262 | ) |      |   | (1,577 | )
|                   |  |                          |        |   |      |   |        |  
|Net realized gains |  | $                        | 4,325  |   |      | $ | 33,032 |  
|                   |  |                          |        |   |      |   |        |  



F-16



---

##### Index to Financial Statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3. LOANS

The composition of loans is summarized
as follows:



|                                       |  |              |             |   |      |   |             |  
|-------------------------------------- |  | ------------ | ----------- | - | ---- | - | ----------- | -
|                                       |  | December 31, |            
|                                       |  | 2005         |             |   | 2004 |  
|Commercial, financial and agricultural |  | $            | 14,792,000  |   |      | $ | 11,092,000  |  
|Real estate  construction             |  |              | 96,376,000  |   |      |   | 56,353,000  |  
|Real estate  mortgage                 |  |              | 80,595,000  |   |      |   | 81,167,000  |  
|Consumer installment and other         |  |              | 2,728,637   |   |      |   | 2,348,738   |  
|                                       |  |              |             |   |      |   |             |  
|                                       |  |              | 194,491,637 |   |      |   | 150,960,738 |  
|Net deferred loan fees and costs       |  |              | (311,979    | ) |      |   | (471,062    | )
|Allowance for loan losses              |  |              | (2,304,785  | ) |      |   | (1,986,917  | )
|                                       |  |              |             |   |      |   |             |  
|Loans, net                             |  | $            | 191,874,873 |   |      | $ | 148,502,759 |  
|                                       |  |              |             |   |      |   |             |  

Changes in the allowance for loan losses are as follows:



|                                           |  |                          |           |   |      |   |           |  
|------------------------------------------ |  | ------------------------ | --------- | - | ---- | - | --------- | -
|                                           |  | Years Ended December 31, |          
|                                           |  | 2005                     |           |   | 2004 |  
|Balance, beginning of year                 |  | $                        | 1,986,917 |   |      | $ | 2,045,879 |  
|Provision (credit) for loan losses         |  |                          | (1,304    | ) |      |   | 57,926    |  
|Loans charged off                          |  |                          | (407,182  | ) |      |   | (131,793  | )
|Recoveries of loans previously charged off |  |                          | 726,354   |   |      |   | 14,905    |  
|                                           |  |                          |           |   |      |   |           |  
|Balance, end of year                       |  | $                        | 2,304,785 |   |      | $ | 1,986,917 |  
|                                           |  |                          |           |   |      |   |           |  

The total recorded investment in impaired loans was $498,107 and $1,231,454 at December 31,
2005 and 2004, respectively. At December 31, 2005 and 2004, these impaired loans had related allowances determined in accordance with SFAS No. 114, Accounting by Creditors for Impairment of a Loan, of $106,930 and $90,878,
respectively. The average recorded investment in impaired loans for 2005 and 2004 was $864,420 and $2,141,245, respectively. Interest income recognized for cash payments received on impaired loans totaled $38,728 and $154,381 for the years ended
December 31, 2005 and 2004, respectively.

Nonaccrual loans and loans past due ninety days or more and still accruing interest totaled
$179,532 and $26,979, respectively, at December 31, 2005. There were no non accrual loans or loans past due ninety days or more and still accruing interest at December 31, 2004.

In the ordinary course of business, the Company has granted loans to certain related parties, including directors, executive officers and their
affiliates. The interest rates on these loans were substantially the same as rates prevailing at the time of the transaction and repayment terms are customary for the type of loan. Changes in related party loans for the year ended December 31,
2005 are as follows:



|                           |  |   |            |  
|-------------------------- |  | - | ---------- | -
|Balance, beginning of year |  | $ | 7,920,903  |  
|Advances                   |  |   | 1,789,844  |  
|Repayments                 |  |   | (2,523,382 | )
|Changes in Directors       |  |   | (2,676,723 | )
|                           |  |   |            |  
|Balance, end of year       |  | $ | 4,510,642  |  
|                           |  |   |            |  



F-17



---

##### Index to Financial Statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4. PREMISES AND EQUIPMENT

Premises and
equipment are summarized as follows:



|                         |  |              |            |   |      |   |            |  
|------------------------ |  | ------------ | ---------- | - | ---- | - | ---------- | -
|                         |  | December 31, |           
|                         |  | 2005         |            |   | 2004 |  
|Land                     |  | $            | 816,839    |   |      | $ | 802,951    |  
|Buildings                |  |              | 2,273,894  |   |      |   | 2,099,059  |  
|Construction in Process  |  |              |           |   |      |   | 61,592     |  
|Leasehold Improvements   |  |              | 318,312    |   |      |   | 235,214    |  
|Equipment                |  |              | 1,881,204  |   |      |   | 1,248,006  |  
|                         |  |              |            |   |      |   |            |  
|                         |  |              | 5,290,249  |   |      |   | 4,446,822  |  
|Accumulated depreciation |  |              | (1,531,429 | ) |      |   | (1,192,370 | )
|                         |  |              |            |   |      |   |            |  
|                         |  | $            | 3,758,820  |   |      | $ | 3,254,452  |  
|                         |  |              |            |   |      |   |            |  

The Company has leased various properties under noncancelable agreements which expire at various
times through 2008 with renewal options through 2018 and require minimum annual rentals. The leases related to properties also require the payment of property taxes, normal maintenance and insurance. The total rental expense for the years ended
December 31, 2005 and 2004 was $99,633 and $64,557, respectively.

Future minimum lease payments on the leases is summarized as
follows:



|           |  |   |        
|---------- |  | - | -------
|2006       |  | $ | 92,971 
|2007       |  |   | 56,124 
|2008       |  |   | 23,000 
|2009       |  |   | 18,000 
|2010       |  |   | 18,000 
|Thereafter |  |   | 102,000
|           |  |   |        
|           |  | $ | 310,095
|           |  |   |        

NOTE 5. DEPOSITS

The aggregate amount of time deposits in denominations of $100,000 or more at December 31, 2005 and 2004 was $117,906,148 and $64,977,651, respectively. The Company had brokered deposits at December 31, 2005
and 2004 of $97,656,000 and $45,595,000, respectively. The scheduled maturities of time deposits at December 31, 2005 are as follows:



|     |  |   |            
|---- |  | - | -----------
|2006 |  | $ | 132,688,891
|2007 |  |   | 15,766,140 
|2008 |  |   | 2,558,769  
|2009 |  |   | 717,482    
|2010 |  |   | 494,876    
|     |  |   |            
|     |  | $ | 152,226,158
|     |  |   |            

Overdraft demand deposits reclassified to loans totaled $518,640 and $46,348 at December 31,
2005 and 2004, respectively.



F-18



---

##### Index to Financial Statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6. OTHER BORROWINGS

Other borrowings consist of
the following:



|                                                                                                                                                                              |  |              |            |      |   |           
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ---------- | ---- | - | ----------
|                                                                                                                                                                              |  | December 31,
|                                                                                                                                                                              |  | 2005         |            | 2004
|Advance from Federal Home Loan Bank, interest payable quarterly at 2.795% until May 20, 2008 when the rate may converted to the
three-month LIBOR, due May 20, 2013.          |  | $            | 2,000,000  |      | $ | 2,000,000 
|Advance from Federal Home Loan Bank, interest payable quarterly at 6.385% until August 13, 2004 when the rate may be converted to the
three month LIBOR, due August 13, 2009. |  |              | 1,750,000  |      |   | 1,750,000 
|Advance from Federal Home Loan Bank, interest payable quarterly at 5.92% (rate may be converted to the three month LIBOR), due March 17,
2010.                                |  |              | 2,550,000  |      |   | 2,550,000 
|Advance from Federal Home Loan Bank, interest payable quarterly at 5.02% (rate may be converted to the three month LIBOR), due January 4,
2011.                               |  |              | 3,000,000  |      |   | 3,000,000 
|Advance from Federal Home Loan Bank, interest payable quarterly at 5.20% until August 8, 2006 when the rate may be converted to the three
month LIBOR, due August 8, 2011.    |  |              | 3,500,000  |      |   | 3,500,000 
|Advance from Federal Home Loan Bank, interest payable quarterly at a variable rate (4.44% at December 31, 2005), due September 4,
2007.                                       |  |              | 5,000,000  |      |   | 5,000,000 
|Securities sold under repurchase agreements.                                                                                                                                  |  |              | 4,013,467  |      |   | 4,006,594 
|Line of credit for $3,000,000, interest payable quarterly at the Wall Street Journal Prime less .25% (7.00% at December 31, 2005), due
August 30, 2006.                       |  |              | 1,500,000  |      |   |          
|Floating rate junior subordinated debentures, interest payable quarterly at the three month LIBOR plus 3.45% (7.79% at December 31,
2005), due November 7, 2032.              |  |              | 5,155,000  |      |   | 5,155,000 
|                                                                                                                                                                              |  |              |            |      |   |           
|                                                                                                                                                                              |  | $            | 28,468,467 |      | $ | 26,961,594
|                                                                                                                                                                              |  |              |            |      |   |           

The Company also has available unused lines of credit with various financial institutions totaling
$11,500,000 and $12,800,000 at December 31, 2005 and 2004 respectively.

The advances from the Federal Home Loan Bank are secured by
certain qualifying loans of approximately $15,932,197 and certain qualifying securities with a fair value of $7,346,821.

The $3,000,000
line of credit is secured by 100% of the Bank stock owned by the Company. The credit agreement calls for various restrictive covenants, which the Company was in substantial compliance as of December 31, 2005.

Securities sold under repurchase agreements, which are secured borrowings, generally mature within one to four days from the transaction date. Securities
sold under repurchase agreements are reflected at the amount of cash received in connection with the transactions. The Company may be required to provide additional collateral based on the fair value of the underlying securities. The Company
monitors the fair value of the underlying securities on a daily basis.



F-19



---

##### Index to Financial Statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6. OTHER BORROWINGS (Continued)

The Company has
a wholly-owned grantor trust to issue cumulative trust preferred securities to the public. The grantor trust has invested the proceeds of the trust preferred securities in junior subordinated debentures of the Company. The trust preferred securities
can be redeemed prior to maturity at the option of the Company on or after November 7, 2007. The sole assets of the grantor trust are the Junior Subordinated Deferrable Interest Debentures of the Company (the Debentures) held by the
grantor trust. The Debentures have the same interest rate (three month LIBOR plus 3.45%, floating) as the trust preferred securities. The Company has the right to defer interest payments on the Debentures at any time or from time to time for a
period not exceeding 20 consecutive quarters provided that no extension period may extend beyond the stated maturity of the related Debentures. During any such extension period, distributions on the trust preferred certificates would also be
deferred.

Payment of periodic cash distributions and payment upon liquidation or redemption with respect to the trust preferred securities
are guaranteed by the Company to the extent of funds held by the grantor trust (the Preferred Securities Guarantee). The Preferred Securities Guarantee, when taken together with the Companys other obligations under the Debentures,
constitute a full and unconditional guarantee, on a subordinated basis, by the Company of payments due on the trust preferred securities.

NOTE 7.
EMPLOYEE BENEFIT AND DEFERRED COMPENSATION PLANS

The Company has a 401(k) profit sharing plan available to all eligible employees,
subject to certain minimum age and service requirements. Contributions charged to expense were $76,975 and $50,211 for the years ended December 31, 2005 and 2004, respectively.

The Company has a deferred compensation plan providing for death and retirement benefits for its executive officers and directors. The estimated amounts
to be paid under the compensation plan have been funded through the purchase of life insurance policies on the executive officers and directors. The balance of the policy cash surrender values included in other assets at December 31, 2005 and
2004 is $2,534,929 and $2,447,759, respectively. Income recognized on the policies amounted to $87,170 and $89,632 for the years ended December 31, 2005 and 2004, respectively. The balance of the deferred compensation included in other
liabilities at December 31, 2005 and 2004 is $903,367 and $804,641, respectively. Expense recognized for executive officer and director deferred compensation amounted to $98,726 and $144,084 for the years ended December 31, 2005 and 2004,
respectively.

The Company has a deferred compensation plan for its directors whereby each director may elect to defer receipt of his
director fees. The amount of the fees deferred bore interest at a rate of 10% in 2002 through August 31, 2003 and 5% the remainder of 2003 through 2005. The total amount of fees deferred in 2005 and 2004 totaled $103,000 and $79,800,
respectively. The total amount of interest credited to deferred fees in 2005 and 2004 totaled $22,360 and $11,062, respectively. The balance of the deferred fees plus interest credited at December 31, 2005 and 2004 amounted to $396,602 and
$271,242, respectively, and is included in other liabilities at December 31, 2005.



F-20



---

##### Index to Financial Statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8. STOCK-BASED COMPENSATION

The Company has a
stock incentive plan and has reserved 750,000 shares of common stock for issuance pursuant to awards granted under the plan. The plan provides for the granting of stock options, stock appreciation rights, stock awards and other stock incentives to
director and certain key employees.

Other pertinent information related to the options is as follows:



|                                                               |  |                         |         |      |                                  |   |        |  |   |                                  |   |  |   |      
|-------------------------------------------------------------- |  | ----------------------- | ------- | ---- | -------------------------------- | - | ------ |  | - | -------------------------------- | - |  | - | -----
|                                                               |  | Year Ended December 31,
|                                                               |  | 2005                    |         | 2004
|                                                               |  | Number                  |         |      | Weighted- Average Exercise Price |   | Number |  |   | Weighted- Average Exercise Price
|Under option, beginning of year                                |  |                         | 102,867 |      |                                  | $ | 12.90  |  |   | 40,700                           |   |  | $ | 13.39
|Granted                                                        |  |                         | 17,000  |      |                                  |   | 19.00  |  |   | 63,000                           |   |  |   | 12.38
|Exercised                                                      |  |                         | (23,201 | )    |                                  |   | 12.73  |  |   | (833                             | ) |  |   | 14.17
|Cancelled                                                      |  |                         | (59,001 | )    |                                  |   | 14.44  |  |   |                                 |   |  |   |     
|                                                               |  |                         |         |      |                                  |   |        |  |   |                                  |   |  |   |      
|Under option, end of year                                      |  |                         | 37,665  |      |                                  |   | 13.34  |  |   | 102,867                          |   |  |   | 12.90
|                                                               |  |                         |         |      |                                  |   |        |  |   |                                  |   |  |   |      
|Exercisable, end of year                                       |  |                         | 26,715  |      |                                  |   | 13.00  |  |   | 26,253                           |   |  |   | 12.96
|                                                               |  |                         |         |      |                                  |   |        |  |   |                                  |   |  |   |      
|Weighted average fair value of options granted during the year |  | $                       | 11.17   |      |                                  |   |        |  | $ | 4.75                             |   |  |   |      
|                                                               |  |                         |         |      |                                  |   |        |  |   |                                  |   |  |   |      

Information pertaining to options outstanding at December 31, 2005 is as follows:



|                         |  |                     |  |                                              |  |                                  |       |                    |        |                                  |   |      
|------------------------ |  | ------------------- |  | -------------------------------------------- |  | -------------------------------- | ----- | ------------------ | ------ | -------------------------------- | - | -----
|                         |  | Options Outstanding |  | Options Exercisable                         
|Range of Exercise Prices |  | Number Outstanding  |  | Weighted- Average Remaining Contractual Life |  | Weighted- Average Exercise Price |       | Number Exercisable |        | Weighted- Average Exercise Price
|$12.38  $14.17          |  | 37,665              |  | 6.80                                         |  | $                                | 13.34 |                    | 26,715 |                                  | $ | 13.00
|                         |  |                     |  |                                              |  |                                  |       |                    |        |                                  |   |      

The fair value of each option grant is estimated on the date of the grant using the Black-Scholes
option-pricing model with the following weighted-average assumptions:



|                        |  |                          |   |  |          |  
|----------------------- |  | ------------------------ | - |  | -------- | -
|                        |  | Years Ended December 31, |  
|                        |  | 2005                     |   |  | 2004     |  
|Dividend yield          |  | 0                        | % |  | 0        | %
|Expected life           |  | 10 years                 |   |  | 10 years |  
|Expected volatility     |  | 40.90                    | % |  | 11.69    | %
|Risk-free interest rate |  | 4.21                     | % |  | 4.53     | %



F-21



---

##### Index to Financial Statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9. INCOME TAXES

Income tax expense consists of
the following:



|                   |  |                          |           |   |      |   |         |  
|------------------ |  | ------------------------ | --------- | - | ---- | - | ------- | -
|                   |  | Years Ended December 31, |          
|                   |  | 2005                     |           |   | 2004 |  
|Current            |  | $                        | 1,423,562 |   |      | $ | 564,239 |  
|Deferred           |  |                          | (76,537   | ) |      |   | (70,217 | )
|                   |  |                          |           |   |      |   |         |  
|Income tax expense |  | $                        | 1,347,025 |   |      | $ | 494,022 |  
|                   |  |                          |           |   |      |   |         |  

The Companys income tax expense differs from the amounts computed by applying the federal
income tax statutory rates to income before income taxes. A reconciliation of the differences is as follows:



|                                       |  |                          |           |   |      |   |         |  
|-------------------------------------- |  | ------------------------ | --------- | - | ---- | - | ------- | -
|                                       |  | Years Ended December 31, |          
|                                       |  | 2005                     |           |   | 2004 |  
|Income taxes at statutory federal rate |  | $                        | 1,335,418 |   |      | $ | 592,843 |  
|Tax free interest income               |  |                          | (60,584   | ) |      |   | (63,906 | )
|Income from life insurance policies    |  |                          | (29,638   | ) |      |   | (30,475 | )
|State income taxes (benefits)          |  |                          | 103,423   |   |      |   | (884    | )
|Other                                  |  |                          | (1,594    | ) |      |   | (3,556  | )
|                                       |  |                          |           |   |      |   |         |  
|Income tax expense                     |  | $                        | 1,347,025 |   |      | $ | 494,022 |  
|                                       |  |                          |           |   |      |   |         |  

The components of deferred income taxes are as follows:



|                              |  |              |           |      |   |          
|----------------------------- |  | ------------ | --------- | ---- | - | ---------
|                              |  | December 31,
|                              |  | 2005         |           | 2004
|Deferred tax assets:          |  |              |           |      |   |          
|Loan loss reserves            |  | $            | 579,719   |      | $ | 564,925  
|Other real estate owned       |  |              | 7,547     |      |   | 7,547    
|Deferred compensation         |  |              | 490,554   |      |   | 405,993  
|Deferred loan fees            |  |              | 117,320   |      |   | 177,128  
|Securities available for sale |  |              | 122,347   |      |   |         
|                              |  |              |           |      |   |          
|                              |  |              | 1,317,487 |      |   | 1,155,593
|                              |  |              |           |      |   |          
|Deferred tax liabilities:     |  |              |           |      |   |          
|Depreciation                  |  |              | 4,322     |      |   | 41,312   
|Securities available for sale |  |              |          |      |   | 19,637   
|                              |  |              |           |      |   |          
|                              |  |              | 4,322     |      |   | 60,949   
|                              |  |              |           |      |   |          
|Net deferred tax assets       |  | $            | 1,313,165 |      | $ | 1,094,644
|                              |  |              |           |      |   |          



F-22



---

##### Index to Financial Statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10. EARNINGS PER SHARE

Presented below is a
summary of the components used to calculate basic and diluted earnings per share.



|                                                                                                                                |  |                          |           |      |   |          
|------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------ | --------- | ---- | - | ---------
|                                                                                                                                |  | Years Ended December 31,
|                                                                                                                                |  | 2005                     |           | 2004
|Basic Earnings Per Share:                                                                                                       |  |                          |           |      |   |          
|Weighted average common shares outstanding                                                                                      |  |                          | 936,142   |      |   | 930,799  
|                                                                                                                                |  |                          |           |      |   |          
|Net income                                                                                                                      |  | $                        | 2,580,676 |      | $ | 1,249,633
|                                                                                                                                |  |                          |           |      |   |          
|Basic earnings per share                                                                                                        |  | $                        | 2.76      |      | $ | 1.34     
|                                                                                                                                |  |                          |           |      |   |          
|Diluted Earnings Per Share:                                                                                                     |  |                          |           |      |   |          
|Weighted average common shares outstanding                                                                                      |  |                          | 936,142   |      |   | 930,799  
|Net effect of the assumed exercise of stock options based on the treasury stock method using average market prices for the
year |  |                          | 16,925    |      |   | 1,538    
|                                                                                                                                |  |                          |           |      |   |          
|Total weighted average common shares and common stock equivalents outstanding                                                   |  |                          | 953,067   |      |   | 932,337  
|                                                                                                                                |  |                          |           |      |   |          
|Net income                                                                                                                      |  | $                        | 2,580,676 |      | $ | 1,249,633
|                                                                                                                                |  |                          |           |      |   |          
|Diluted earnings per share                                                                                                      |  | $                        | 2.71      |      | $ | 1.34     
|                                                                                                                                |  |                          |           |      |   |          

NOTE 11. COMMITMENTS AND CONTINGENCIES

Loan Commitments

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



F-23



---

##### Index to Financial Statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11. COMMITMENTS AND CONTINGENCIES (Continued)

Loan Commitments (Continued)

The Companys exposure to credit loss in the event of nonperformance by the other party
to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as
it does for on-balance sheet instruments. A summary of the Companys commitments is as follows:



|                                    |  |              |            |      |   |           
|----------------------------------- |  | ------------ | ---------- | ---- | - | ----------
|                                    |  | December 31,
|                                    |  | 2005         |            | 2004
|Commitments to extend credit        |  | $            | 49,994,000 |      | $ | 50,887,000
|Financial standby letters of credit |  |              | 435,000    |      |   | 290,000   
|Other standby letters of credit     |  |              | 49,000     |      |   | 244,000   
|                                    |  |              |            |      |   |           
|                                    |  | $            | 50,478,000 |      | $ | 51,421,000
|                                    |  |              |            |      |   |           

Commitments to extend credit are agreements to lend to a customer as long as there is no violation
of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total
commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on managements credit evaluation of the party. Collateral held
varies, but may include accounts receivable, inventory, property and equipment, residential real estate and income-producing commercial properties. As of December 31, 2005 and 2004, the Company had recorded reserves of $152,585 and $112,074,
respectively, for potential losses related to unfunded commitments, the balance of which is included in other liabilities in the consolidated balance sheets.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing
arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. Collateral held varies as specified above and is required in instances which the Company deems necessary.

At December 31, 2005 and 2004, the carrying amount of liabilities related to the Companys obligation to perform under financial
standby letters of credit was insignificant. The Company has not been required to perform on any material financial standby letters of credit, and the Company has not incurred any losses on financial standby letters of credit for the years ended
December 31, 2005 and 2004.

Contingencies

In the normal course of business, the Company is involved in various legal proceedings. In the opinion of management, any liability resulting from such proceedings would not have a material adverse effect on the
Companys financial statements.



F-24



---

##### Index to Financial Statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12. CONCENTRATIONS OF CREDIT

The Company
originates primarily commercial, commercial real estate, residential real estate, and consumer loans to customers in Butts County and surrounding counties. The ability of the majority of the Companys customers to honor their contractual loan
obligations is dependent on the economy in these areas.

Ninety-one percent of the Companys loan portfolio is concentrated in loans
secured by real estate, of which a substantial portion is secured by real estate in the Companys primary market area. Accordingly, the ultimate collectibility of the loan portfolio is susceptible to changes in market conditions in the
Companys primary market area. The other significant concentrations of credit by type of loan are set forth in Note 3.

In addition,
the Companys loan portfolio has a concentration of loans to customers in the convenience store industry. At December 31, 2005, loans to customers in this industry amounted to approximately $36,000,000 or 19% of the loan portfolio.

The Company, as a matter of policy, does not generally extend credit to any single borrower or group of related borrowers in excess of 25%
of statutory capital, or approximately $3,652,000.

NOTE 13. REGULATORY MATTERS

The Bank is subject to certain restrictions on the amount of dividends that may be declared without prior regulatory approval. At December 31, 2005,
dividends of approximately $1,459,000 could be declared without regulatory approval.

The Company and the Bank are subject to various
regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary actions by regulators that, if undertaken, could have a
direct material effect on the consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and Bank must meet specific capital guidelines that involve quantitative
measures of the assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. Capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk
weightings and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Company and Bank to
maintain minimum amounts and ratios of Total and Tier I capital to risk-weighted assets, as defined, and of Tier I capital to average assets, as defined. Management believes, as of December 31, 2005 and 2004, the Company and the Bank met all
capital adequacy requirements to which they are subject.

As of December 31, 2005, the most recent notification from the Federal
Deposit Insurance Corporation categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum total risk-based, Tier I risk-based, and Tier I
leverage ratios as set forth in the following table. There are no conditions or events since that notification that management believes have changed the Banks category. Prompt correction action provisions are not applicable to bank holding
companies.



F-25



---

##### Index to Financial Statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13. REGULATORY MATTERS (Continued)

The Company
and the Banks actual capital amounts and ratios are presented in the following tables.



|                                        |  |                        |        |       |                               |   |        |                                                                  |        |  |   |        |  |       |        |  |     |  
|--------------------------------------- |  | ---------------------- | ------ | ----- | ----------------------------- | - | ------ | ---------------------------------------------------------------- | ------ |  | - | ------ |  | ----- | ------ |  | --- | -
|                                        |  | Actual                 |        |       | For Capital Adequacy Purposes |   |        | To Be Well Capitalized Under Prompt
Corrective Action Provisions |       
|                                        |  | Amount                 |        | Ratio |                               |   | Amount |                                                                  | Ratio  |  |   | Amount |  | Ratio |       
|                                        |  | (Dollars in Thousands) |       
|December 31, 2005:                      |  |                        |        |       |                               |   |        |                                                                  |        |  |   |        |  |       |        |  |     |  
|Total Capital to Risk Weighted Assets:  |  |                        |        |       |                               |   |        |                                                                  |        |  |   |        |  |       |        |  |     |  
|Consolidated                            |  | $                      | 23,480 |       | 11.02                         | % |        | $                                                                | 17,048 |  | 8 | %      |  | $     | N/A    |  | N/A |  
|Bank                                    |  | $                      | 23,997 |       | 11.28                         | % |        | $                                                                | 17,026 |  | 8 | %      |  | $     | 21,283 |  | 10  | %
|Tier I Capital to Risk Weighted Assets: |  |                        |        |       |                               |   |        |                                                                  |        |  |   |        |  |       |        |  |     |  
|Consolidated                            |  | $                      | 21,022 |       | 9.86                          | % |        | $                                                                | 8,524  |  | 4 | %      |  | $     | N/A    |  | N/A |  
|Bank                                    |  | $                      | 21,539 |       | 10.12                         | % |        | $                                                                | 8,513  |  | 4 | %      |  | $     | 12,770 |  | 6   | %
|Tier I Capital to Average Assets:       |  |                        |        |       |                               |   |        |                                                                  |        |  |   |        |  |       |        |  |     |  
|Consolidated                            |  | $                      | 21,022 |       | 8.34                          | % |        | $                                                                | 10,068 |  | 4 | %      |  | $     | N/A    |  | N/A |  
|Bank                                    |  | $                      | 21,539 |       | 8.56                          | % |        | $                                                                | 10,067 |  | 4 | %      |  | $     | 12,584 |  | 5   | %
|                                        | 
|December 31, 2004:                      |  |                        |        |      
|Total Capital to Risk Weighted Assets:  |  |                        |        |       |                               |   |        |                                                                  |        |  |   |        |  |       |        |  |     |  
|Consolidated                            |  | $                      | 20,245 |       | 11.65                         | % |        | $                                                                | 13,905 |  | 8 | %      |  | $     | N/A    |  | N/A |  
|Bank                                    |  | $                      | 18,720 |       | 10.79                         | % |        | $                                                                | 13,875 |  | 8 | %      |  | $     | 17,344 |  | 10  | %
|Tier I Capital to Risk Weighted Assets: |  |                        |        |       |                               |   |        |                                                                  |        |  |   |        |  |       |        |  |     |  
|Consolidated                            |  | $                      | 17,528 |       | 10.08                         | % |        | $                                                                | 6,953  |  | 4 | %      |  | $     | N/A    |  | N/A |  
|Bank                                    |  | $                      | 16,621 |       | 9.58                          | % |        | $                                                                | 6,938  |  | 4 | %      |  | $     | 10,406 |  | 6   | %
|Tier I Capital to Average Assets:       |  |                        |        |       |                               |   |        |                                                                  |        |  |   |        |  |       |        |  |     |  
|Consolidated                            |  | $                      | 17,528 |       | 9.23                          | % |        | $                                                                | 7,600  |  | 4 | %      |  | $     | N/A    |  | N/A |  
|Bank                                    |  | $                      | 16,621 |       | 8.75                          | % |        | $                                                                | 7,599  |  | 4 | %      |  | $     | 9,500  |  | 5   | %

NOTE 14. FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair value of a financial instrument is the current amount that would be exchanged between willing parties, other than in a forced liquidation. Fair
value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Companys various financial instruments. In cases where quoted market prices are not available, fair value is based
on discounted cash flows or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in
an immediate settlement of the instrument. SFAS No. 107, Disclosures about Fair Values of Financial Instruments, excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the
aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.

The following methods and
assumptions were used by the Company in estimating the fair value of its financial instruments:

Cash, Due From Banks, Interest-Bearing
Deposits in Banks and Federal Funds Sold:The carrying amounts of cash, due from banks, interest-bearing deposits in banks and federal funds sold approximate fair values.



F-26



---

##### Index to Financial Statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14. FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

Securities:Fair values for securities are based on available quoted market prices. The carrying values of equity securities with no readily determinable fair value approximate fair values.

Loans:The carrying amount of variable-rate loans that reprice frequently and have no significant change in credit risk approximates fair value.
The fair value of fixed-rate loans is estimated based on discounted contractual cash flows, using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality. The fair value of impaired loans is
estimated based on discounted contractual cash flows or underlying collateral values, where applicable.

Deposits:The carrying
amount of demand deposits, savings deposits, and variable-rate certificates of deposit approximates fair value. The fair value of fixed-rate certificates of deposit is estimated based on discounted contractual cash flows using interest rates
currently being offered for certificates of similar maturities.

Other Borrowings:The fair values of the Companys fixed rate
borrowings are estimated using discounted cash flow models based on the Companys incremental borrowing rate for similar types of borrowing arrangements. The carrying amounts of all other variable rate borrowings, and securities sold under
repurchase agreements approximates fair value.

Accrued Interest:The carrying amounts of accrued interest approximate their fair
values.

The carrying amount and estimated fair values of the Companys financial instruments were as follows:



|                                                                                 |  |                   |             |                   |   |                 |  |            |             |  |   |            
|-------------------------------------------------------------------------------- |  | ----------------- | ----------- | ----------------- | - | --------------- |  | ---------- | ----------- |  | - | -----------
|                                                                                 |  | December 31, 2005 |             | December 31, 2004
|                                                                                 |  | Carrying Amount   |             | Fair Value        |   | Carrying Amount |  | Fair Value
|Financial assets:                                                                |  |                   |             |                   |   |                 |  |            |             |  |   |            
|Cash, due from banks, interest-bearing deposits in banks, and federal funds sold |  | $                 | 27,902,205  |                   | $ | 27,902,205      |  | $          | 22,296,785  |  | $ | 22,296,785 
|Securities                                                                       |  |                   | 21,726,256  |                   |   | 21,726,256      |  |            | 21,348,657  |  |   | 21,348,657 
|Loans, net                                                                       |  |                   | 191,874,873 |                   |   | 191,229,120     |  |            | 148,502,759 |  |   | 149,902,485
|Accrued interest receivable                                                      |  |                   | 1,336,697   |                   |   | 1,336,697       |  |            | 768,832     |  |   | 768,832    
|                                                                                 |  |                   |             |                  
|Financial liabilities:                                                           |  |                   |             |                   |   |                 |  |            |             |  |   |            
|Deposits                                                                         |  |                   | 202,489,391 |                   |   | 201,824,118     |  |            | 158,369,379 |  |   | 158,432,782
|Other borrowings                                                                 |  |                   | 28,468,467  |                   |   | 28,827,190      |  |            | 26,961,594  |  |   | 27,785,242 
|Accrued interest payable                                                         |  |                   | 1,361,715   |                   |   | 1,361,715       |  |            | 612,768     |  |   | 612,768    



F-27



---

##### Index to Financial Statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 15. SUPPLEMENTAL FINANCIAL DATA

Components of
other expenses in excess of 1% of total revenue are as follows:



|                      |  |                          |         |      |   |        
|--------------------- |  | ------------------------ | ------- | ---- | - | -------
|                      |  | Years Ended December 31,
|                      |  | 2005                     |         | 2004
|Other expenses:       |  |                          |         |      |   |        
|Deferred compensation |  | $                        | 111,930 |      | $ | 163,567
|Accounting & Auditing |  |                          | 126,041 |      |   | 115,000
|Data processing       |  |                          | 340,902 |      |   | 246,617
|Professional Services |  |                          | 98,659  |      |   | 145,821

NOTE 16. PARENT COMPANY FINANCIAL INFORMATION

The following information presents the condensed balance sheets, statements of income and cash flows of First Georgia Community Corp. as of and for the
years ended December 31, 2005 and 2004:

CONDENSED BALANCE SHEETS



|                                           |  |      |            |      |   |           
|------------------------------------------ |  | ---- | ---------- | ---- | - | ----------
|                                           |  | 2005 |            | 2004
|Assets                                     |  |      |            |      |   |           
|Cash                                       |  | $    | 775,058    |      | $ | 1,340,657 
|Investment in subsidiary                   |  |      | 21,338,018 |      |   | 16,653,316
|Other assets                               |  |      | 422,309    |      |   | 379,004   
|                                           |  |      |            |      |   |           
|Total assets                               |  | $    | 22,535,385 |      | $ | 18,372,977
|                                           |  |      |            |      |   |           
|                                           |  |     
|Liabilities                                |  |      |            |      |   |           
|Other borrowings                           |  | $    | 6,655,000  |      | $ | 5,155,000 
|Other liabilities                          |  |      | 60,000     |      |   | 39,909    
|                                           |  |      |            |      |   |           
|Total liabilities                          |  |      | 6,715,000  |      |   | 5,194,909 
|                                           |  |     
|Stockholders equity                       |  |      | 15,820,385 |      |   | 13,178,068
|                                           |  |      |            |      |   |           
|Total liabilities and stockholders equity |  | $    | 22,535,385 |      | $ | 18,372,977
|                                           |  |      |            |      |   |           



F-28



---

##### Index to Financial Statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 16. PARENT COMPANY FINANCIAL INFORMATION (Continued)

CONDENSED STATEMENTS OF INCOME



|                                                                                 |  |      |           |   |      |   |           |  
|-------------------------------------------------------------------------------- |  | ---- | --------- | - | ---- | - | --------- | -
|                                                                                 |  | 2005 |           |   | 2004 |  
|Income                                                                           |  |      |           |   |      |   |           |  
|Interest income                                                                  |  | $    | 10,794    |   |      | $ | 7,635     |  
|                                                                                 |  |      |           |   |      |   |           |  
|Total income                                                                     |  |      | 10,794    |   |      |   | 7,635     |  
|                                                                                 |  |      |           |   |      |   |           |  
|Expenses                                                                         |  |      |           |   |      |   |           |  
|Interest expense                                                                 |  |      | 393,304   |   |      |   | 248,435   |  
|Salaries and employee benefits                                                   |  |      | 13,200    |   |      |   | 13,200    |  
|Other expenses                                                                   |  |      | 146,806   |   |      |   | 87,490    |  
|                                                                                 |  |      |           |   |      |   |           |  
|Total expenses                                                                   |  |      | 553,310   |   |      |   | 349,125   |  
|                                                                                 |  |      |           |   |      |   |           |  
|Loss before income tax benefits and equity in undistributed income of subsidiary |  |      | (542,516  | ) |      |   | (341,490  | )
|                                                                                 |  |     
|Income tax benefits                                                              |  |      | (204,700  | ) |      |   | (128,842  | )
|                                                                                 |  |      |           |   |      |   |           |  
|Loss before equity in undistributed income of subsidiary                         |  |      | (337,816  | ) |      |   | (212,648  | )
|                                                                                 |  |     
|Equity in undistributed income of subsidiary                                     |  |      | 2,918,492 |   |      |   | 1,462,281 |  
|                                                                                 |  |      |           |   |      |   |           |  
|Net income                                                                       |  | $    | 2,580,676 |   |      | $ | 1,249,633 |  
|                                                                                 |  |      |           |   |      |   |           |  



F-29



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##### Index to Financial Statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 16. PARENT COMPANY FINANCIAL INFORMATION (Continued)

CONDENSED STATEMENTS OF CASH FLOWS



|                                                                              |  |      |            |   |      |   |            |  
|----------------------------------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | -
|                                                                              |  | 2005 |            |   | 2004 |  
|OPERATING ACTIVITIES                                                          |  |      |            |   |      |   |            |  
|Net income                                                                    |  | $    | 2,580,676  |   |      | $ | 1,249,633  |  
|Adjustments to reconcile net income to net cash used in operating activities: |  |      |            |   |      |   |            |  
|Equity in undistributed income of subsidiary                                  |  |      | (2,918,492 | ) |      |   | (1,462,281 | )
|Net other operating activities                                                |  |      | (23,214    | ) |      |   | 24,887     |  
|                                                                              |  |      |            |   |      |   |            |  
|Net cash used in operating activities                                         |  |      | (361,030   | ) |      |   | (187,761   | )
|                                                                              |  |      |            |   |      |   |            |  
|INVESTING ACTIVITIES                                                          |  |      |            |   |      |   |            |  
|Investment in subsidiary                                                      |  |      | (2,000,000 | ) |      |   | (3,000,000 | )
|                                                                              |  |      |            |   |      |   |            |  
|Net cash used in investing activities                                         |  |      | (2,000,000 | ) |      |   | (3,000,000 | )
|                                                                              |  |      |            |   |      |   |            |  
|FINANCING ACTIVITIES                                                          |  |      |            |   |      |   |            |  
|Net increase in other borrowings                                              |  |      | 1,500,000  |   |      |   |           |  
|Proceeds from exercise of stock options                                       |  |      | 295,431    |   |      |   | 11,802     |  
|                                                                              |  |      |            |   |      |   |            |  
|Net cash provided by financing activities                                     |  |      | 1,795,431  |   |      |   | 11,802     |  
|                                                                              |  |      |            |   |      |   |            |  
|Net decrease in cash                                                          |  |      | (565,599   | ) |      |   | (3,175,959 | )
|                                                                              |  |     
|Cash at beginning of year                                                     |  |      | 1,340,657  |   |      |   | 4,516,616  |  
|                                                                              |  |      |            |   |      |   |            |  
|Cash at end of year                                                           |  | $    | 775,058    |   |      | $ | 1,340,657  |  
|                                                                              |  |      |            |   |      |   |            |  



F-30



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##### Index to Financial Statements

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 30, 2006.



FIRST GEORGIA COMMUNITY CORP.By:

/s/ Emory B. LewisEmory B. LewisPresident and Chief Executive Officer




---

##### Index to Financial Statements

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 30, 2006.



|                                              |  |  |  |                                      
|--------------------------------------------- |  |  |  | -------------------------------------
|Signature                                     |  |  |  | Title                                
|                                              |  | 
|/s/ Emory B. Lewis Emory B.
Lewis*            |  |  |  | President and Chief Executive Officer
|                                              |  | 
|/s/ Charles W. Carter Charles W.
Carter       |  |  |  | Director                             
|                                              |  | 
|/s/ Alfred D. Fears, Jr. Alfred D.
Fears, Jr. |  |  |  | Director                             
|                                              |  | 
|/s/ William B. Jones William B.
Jones         |  |  |  | Director                             
|                                              |  | 
|/s/ Harry Lewis Harry
Lewis                   |  |  |  | Director                             
|                                              |  | 
|/s/ Joey McClelland Joey
McClelland           |  |  |  | Director                             
|                                              |  | 
|/s/ Alexander Pollack Alexander
Pollack       |  |  |  | Director                             
|                                              |  | 
|/s/ James H. Warren James H.
Warren           |  |  |  |                                      
|                                              |  | 
|/s/ George L. Weaver George L.
Weaver         |  |  |  | Director                             
|                                              |  | 
|/s/ Elaine Kendrick Elaine Kendrick
**        |  |  |  | Chief Financial Officer              

---

|* | Principal Executive Officer
|- | ---------------------------

|** | Principal Financial and Accounting Officer
|-- | ------------------------------------------