U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                Annual Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

For the fiscal year                                  Commission file number
ended December 31, 1999                                  333-13583

                         FIRST GEORGIA COMMUNITY CORP.
                 (Name of small business issuer in its charter)

       Georgia                                                 58-2261088
(State of Incorporation)                                     (I.R.S. Employer
                                                            Identification No.)
150 Covington Street
Jackson, Georgia                                                   30233
(Address of principal executive offices)                         (Zip Code)

                                 (770) 504-1090
                           (Issuer's telephone number)

      Securities Registered pursuant to Section 12(b) of the Exchange Act:
                                      None
      Securities Registered pursuant to Section 12(g) of the Exchange Act:
                          Common stock, $5.00 par value
                                (Title of Class)

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

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will 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. [ ]

Registrant's  revenues  for  its  fiscal  year  ended  December  31,  1999  were
$3,893,541.

The  aggregate  market value of the voting stock held by  non-affiliates  of the
Registrant at March 15, 2000 was  $19,151,064.50  based on recent  private sales
known to the Registrant at a price of $25.25 per share.  There is no established
trading market for the Registrant's stock.

The number of shares  outstanding of Registrant's class of common stock at March
15, 2000 was 758,458 shares of common stock.

Documents Incorporated by Reference:  Certain pages of the 1999 Annual Report to
Shareholders  and the Proxy  Statement for the Annual Meeting of Shareholders to
be held on May 18, 2000 are  incorporated  herein by reference in Parts II, III,
and IV of this Form 10-KSB.

Transitional Small Business Disclosure Format (check one):
Yes     No X
                                  Page 1 of 69
                            Exhibit Index on Page 17


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                                TABLE OF CONTENTS

                                    PART I                              Page


ITEM 1.           DESCRIPTION OF BUSINESS .........................       3

ITEM 2.           DESCRIPTION OF PROPERTIES........................      13

ITEM 3.           LEGAL PROCEEDINGS................................      14

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF
                  SECURITY HOLDERS.................................      14


                                     PART II

ITEM 5.           MARKET FOR COMMON EQUITY AND
                  RELATED STOCKHOLDER MATTERS......................      14

ITEM 6.           MANAGEMENT'S DISCUSSION AND ANALYSIS
                  OR PLAN OF OPERATION ............................      14

ITEM 7.           FINANCIAL STATEMENTS ............................      15

ITEM 8.           CHANGES IN AND DISAGREEMENTS WITH
                  ACCOUNTANTS ON ACCOUNTING AND
                  FINANCIAL DISCLOSURE ............................      15


                                    PART III

ITEM 9.           DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
                  AND CONTROL PERSONS .............................      15

ITEM 10.          EXECUTIVE COMPENSATION ..........................      15

ITEM 11.          SECURITY OWNERSHIP OF CERTAIN
                  BENEFICIAL OWNERS AND MANAGEMENT ................      15

ITEM 12.          CERTAIN RELATIONSHIPS AND
                  RELATED TRANSACTIONS ............................      16

ITEM 13.          EXHIBITS AND REPORTS ON FORM 8-K ................      16

SIGNATURES ........................................................      18

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                                     PART I

ITEM 1.           DESCRIPTION OF BUSINESS

(a)      Business Development

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 to the Board of Governors of the Federal Reserve System (the
"Board") and the Georgia Department of Banking and Finance (the "DBF") for prior
approval to become a bank holding  company.  The Company received Board approval
on December  24,  1996,  and the DBF  approval on December 3, 1996.  The Company
became a bank  holding  company  within the meaning of the federal  Bank Holding
Company Act (the "Act") and the Georgia bank holding  company law (the  "Georgia
Act")  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 the approval of its Articles of  Incorporation  from the DBF.
Its permit to begin  business  has been  issued,  and it opened for  business on
September 8, 1997.  The deposits at the Bank are insured by the Federal  Deposit
Insurance  Corporation  (the "FDIC"),  initial  approval by the FDIC having been
obtained on September 30, 1996.

In October, 1996, the Company registered 800,000 shares of its common stock with
the  Securities  and Exchange  Commission  under the Securities Act of 1933. The
registration  statement  became  effective on December 11, 1996, and the Company
began its stock  offering a few days later.  The stock offering was completed as
of July 7, 1997. 758,458 shares were sold in the offering, raising total capital
of $7,584,580.

(b)      Business of 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

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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,  traveler's  checks,  bank by mail, direct deposit of payroll and
social security  checks,  and US Savings Bonds. All deposit accounts are insured
by the FDIC up to the maximum amount currently permitted by law.

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  will be the
principal  component of the Bank's income,  so therefore prudent lending will be
essential for the prosperity of the Bank.

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

The Bank's business plan for its initial years of operation  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  and efforts will be
made to modify the Bank's  business plan if the Bank does not prove  successful.
The Bank does not presently offer trust or permissible securities services.

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Supervision and Regulation

Regulation  of the Bank.  The  operations  of the Bank are  subject to state and
federal statutes  applicable to state chartered banks whose deposits are insured
by the FDIC and the  regulations  of the DBF and the  FDIC.  Such  statutes  and
regulations  relate to,  among other  things,  required  reserves,  investments,
loans,  mergers  and  consolidations,   issuances  of  securities,   payment  of
dividends, establishment of branches and other aspects of the Bank's operations.
Under the provisions of the Federal  Reserve Act, the Bank is subject to certain
restrictions  on any  extensions  of  credit to the  Company  or,  with  certain
exceptions,  other affiliates,  and on the taking of such stock or securities as
collateral on loans to any borrower.  In addition,  the Bank is prohibited  from
engaging in certain  tie-in  arrangements  in  connection  with any extension of
credit or the providing of any property or service.

The Bank, as a state  chartered  bank, is permitted to branch only to the extent
that banks are  permitted to branch  under  Georgia  law. In January  1996,  the
Georgia legislature passed a bill designed to eliminate  Georgia's  intra-county
branching  restrictions.  Beginning July 1, 1998, Georgia banks are permitted to
establish  new  branches  in any county in the state with prior  approval of the
appropriate regulatory authorities.

The FDIC adopted final risk-based  capital guidelines for all FDIC insured state
chartered  banks that are not members of the Federal  Reserve  System  effective
December 31, 1990. As of December 31, 1992, all banks are required to maintain a
minimum ratio of total capital to risk weighted assets of 8 percent (of which at
least 4  percent  must  consist  of Tier 1  capital).  Tier 1  capital  of state
chartered  banks (as defined in  regulations)  generally  consists of (i) common
stockholders  equity;  (ii) noncumulative  perpetual preferred stock and related
surplus;  and (iii) minority  interests in the equity  accounts of  consolidated
subsidiaries.

In addition,  the FDIC adopted a minimum ratio of Tier 1 capital to total assets
of banks. This capital measure is generally  referred to as the leverage capital
ratio. The FDIC has established a minimum leverage capital ratio of 3 percent if
the FDIC  determines  that the  institution is not  anticipating or experiencing
significant growth and has  well-diversified  risk,  including no undue interest
rate exposure,  excellent asset quality,  high liquidity,  good earnings and, in
general,  is considered a strong banking  organization,  rated Composite 1 under
the Uniform Financial  Institutions Rating System. Other financial  institutions
are expected to maintain leverage capital at least 100 to 200 basis points above
the minimum  level.  Management  intends to operate the Bank so as to exceed the
minimum Tier 1, risk-based and leverage capital ratios.


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Bank regulators continue to indicate their desire to raise capital  requirements
applicable  to banking  organizations,  including  a proposal to add an interest
rate risk component to risk-based capital requirements.

The Federal Deposit Insurance  Corporation  Improvement Act of 1991,  enacted in
December 1991  ("FDICIA"),  specifies,  among other things,  the following  five
capital standard categories for depository  institutions:  (i) well capitalized,
(ii)  adequately  capitalized,   (iii)   undercapitalized,   (iv)  significantly
under-capitalized   and  (v)   critically   undercapitalized.   FDICIA   imposes
progressively more restrictive constraints on operations, management and capital
distributions  depending on the category in which an  institution is classified.
Each of the federal banking  agencies has issued final uniform  regulations that
became  effective  December  19, 1992,  which,  among other  things,  define the
capital  levels  described  above.  Under  the  final  regulations,  a  bank  is
considered "well  capitalized" if it (i) has a total risk-based capital ratio of
10% or greater,  (ii) has a Tier 1  risk-based  capital  ratio of 6% or greater,
(iii) has a  leverage  ratio of 5% or  greater,  and (iv) is not  subject to any
order or written directive to meet and maintain a specific capital level for any
capital measure. An "adequately capitalized" bank is defined as one that has (i)
a total risk- based  capital  ratio of 8% or greater,  (ii) a Tier 1  risk-based
capital ratio of 4% or greater and (iii) a leverage ratio of 4% or greater,  and
an  "undercapitalized"  bank is defined  as one that has (i) a total  risk-based
capital  ratio of less than 8%, (ii) a Tier 1 risk-based  capital  ratio of less
than  4%,  and  (iii) a  leverage  ratio of less  than 4%. A bank is  considered
"significantly  undercapitalized" if the bank has (i) a total risk-based capital
ratio of less than 6%, (ii) a Tier 1 risk-based  capital  ratio of less than 3%,
and (iii) a leverage ratio of less than 3%, and "critically undercapitalized" if
the bank has a ratio of tangible  equity to total  assets  equal to or less than
2%.  The  applicable  federal  regulatory  agency  for  a  bank  that  is  "well
capitalized"   may   reclassify   it   as   an   "adequately   capitalized"   or
"undercapitalized"  institution  and  subject  it  to  the  supervisory  actions
applicable to the next lower capital category, if it determines that the Bank is
in an unsafe or unsound  condition  or deems the bank to be engaged in an unsafe
or unsound practice and not to have corrected the deficiency.

"Undercapitalized"  depository institutions,  among other things, are subject to
growth limitations, are prohibited, with certain exceptions, from making capital
distributions,  are limited in their  ability to obtain  funding  from a Federal
Reserve Bank and are required to submit a capital  restoration plan. The federal
banking agencies may not accept a capital plan without determining,  among other
things, that the plan is based on realistic assumptions and is likely to succeed
in restoring the depository  institution's  capital. In addition,  for a capital
restoration plan to be acceptable,  the depository  institution's parent holding
company

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must guarantee that the  institution  will comply with such capital  restoration
plan  and  provide  appropriate  assurances  of  performance.  If  a  depository
institution fails to submit an acceptable plan, including if the holding company
refuses or is unable to make the guarantee  described in the previous  sentence,
it is treated as if it is "significantly undercapitalized". Failure to submit or
implement an acceptable  capital plan also is grounds for the  appointment  of a
conservator   or  a  receiver.   "Significantly   undercapitalized"   depository
institutions  may  be  subject  to  a  number  of  additional   requirements  or
restrictions,  including the  requirement  to issue  additional  voting stock to
become  adequately  capitalized  and  requirements  to reduce  total  assets and
cessation  of  receipt  of  deposits  from  correspondent   banks.   "Critically
undercapitalized"  institutions,  among other things, are prohibited from making
any payments of principal and interest on subordinated  debt, and are subject to
the appointment of a receiver or conservator.

Under  FDICIA,  the FDIC is  permitted  to provide  financial  assistance  to an
insured bank before  appointment  of a conservator  or receiver only if (i) such
assistance  would be the least  costly  method of meeting  the FDIC's  insurance
obligations,  (ii) grounds for  appointment of a conservator or a receiver exist
or are likely to exist,  (iii) it is unlikely that the bank can meet all capital
standards without  assistance and (iv) the bank's management has been competent,
has complied with applicable laws, regulations, rules and supervisory directives
and has not  engaged  in any  insider  dealing,  speculative  practice  or other
abusive activity.

The Bank is subject to FDIC deposit insurance assessments for the Bank Insurance
Fund ("BIF").  The FDIC has implemented a risk-based  assessment  system whereby
banks are  assessed on a sliding  scale  depending  on their  placement  in nine
separate  supervisory  categories.  Recent legislation provides that BIF insured
institutions,  such as the Bank, will share the Financial  Corporation  ("FICO")
bond service obligation.  Previously,  only Savings  Association  Insurance Fund
("SAIF")  insured  institutions  were  obligated to  contribute to the FICO bond
service.  The BIF deposit  insurance premium for the Bank is presently 5.2 cents
per $100 of BIF insured deposits.

On April  19,  1995,  the  federal  bank  regulatory  agencies  adopted  uniform
revisions to the regulations  promulgated pursuant to the Community Reinvestment
Act (the "CRA"), which are intended to set standards for financial institutions.
The revised regulation contains three evaluation tests: (a) a lending test which
will compare the institution's  market share of loans in low and moderate income
areas to its market share of loans in its entire service area and the percentage
of a bank's  outstanding  loans to low and moderate income areas or individuals,
(b) a services  test which will  evaluate the provision of services that promote
the availability of credit to low and moderate income areas, and (c) an

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investment test,  which will evaluate an institution's  record of investments in
organizations designed to foster community development, small and minority owned
businesses and affordable housing lending,  including state and local government
housing or revenue  bonds.  The  regulation  is designed to reduce the paperwork
requirements  of  the  current  regulations  and  provide  regulatory  agencies,
institutions,  and community groups with a more objective and predictable manner
with which to evaluate the CRA performance of financial  institutions.  The rule
became effective on January 1, 1996 when evaluation under streamlined procedures
began for  institutions  with total  assets of less than $250  million  that are
owned by a holding company with total assets of less than $1 billion.

Congress  and  various  federal  agencies  (including,  in  addition to the bank
regulatory  agencies,  the  Department  of Housing  and Urban  Development,  the
Federal  Trade  Commission  and the  Department  of Justice  (collectively,  the
"Federal Agencies")  responsible for implementing the nation's fair lending laws
have  been  increasingly  concerned  that  prospective  home  buyers  and  other
borrowers are experiencing  discrimination in their efforts to obtain loans. The
Department  of Justice has filed suit against  financial  institutions  which it
determined had  discriminated,  seeking fines and  restitution for borrowers who
allegedly  suffered from  discriminatory  practices.  Most, if not all, of these
suits have been settled (some for substantial  sums) without a full adjudication
on the merits.

On March 8, 1994, the Federal Agencies, in an effort to clarify what constitutes
discrimination  in lending and to specify the factors the agencies will consider
in  determining  if lending  discrimination  exists,  announced  a joint  policy
statement detailing specific discriminatory practices prohibited under the Equal
Credit Opportunity Act and the Fair Housing Act. In the policy statement,  three
methods of establishing  discrimination  in lending were  identified:  (a) overt
evidence  of  discrimination,   when  a  lender  blatantly  discriminates  on  a
prohibited  basis,  or (b) where  there is no  showing  that the  treatment  was
motivated  by intent to  discriminate  against a  person,  and (c)  evidence  of
disparate impact,  when a lender applies a practice uniformly to all applicants,
but the practice has a discriminatory  effect on a protected  class,  even where
such  practices  are neutral on their face and are applied  equally,  unless the
practice can be justified on the basis of business necessity.

Regulation  of the  Company.  The Company is a bank holding  company  within the
meaning of the Federal Bank Holding Company Act (the "Act") and the Georgia bank
holding company law (the "Georgia Act"). As a bank holding company,  the Company
is  required  to file with the  Federal  Reserve  Board (the  "Board") an annual
report and such additional  information as the Board may require pursuant to the
Act. The Board may also make examinations of the Company and

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each of its  subsidiaries.  Bank  holding  companies  are required by the Act to
obtain  approval  from the Board prior to  acquiring,  directly  or  indirectly,
ownership or control of more than 5% of the voting shares of a bank.

The Act also prohibits bank holding  companies,  with certain  exceptions,  from
acquiring  more than 5% of the voting  shares of any company  that is not a bank
and from  engaging in any  nonbanking  business  (other than a business  closely
related to banking as determined  by the Board) or from managing or  controlling
banks and other subsidiaries authorized by the Act or furnishing services to, or
performing  services  for, its  subsidiaries  without the prior  approval of the
Board.  The Board is  empowered to  differentiate  between  activities  that are
initiated  de novo by a bank  holding  company or a  subsidiary  and  activities
commenced  by  acquisition  of a  going  concern.  The  Company  has no  present
intention to engage in nonbanking activities.

As a bank holding company, the Company is subject to capital adequacy guidelines
as established by the Board. The Board established risk based capital guidelines
for bank holding companies  effective March 15, 1989.  Beginning on December 31,
1992,  the minimum  required  ratio for total  capital to risk  weighted  assets
became 8 percent (of which at least 4 percent  must  consist of Tier 1 capital).
Tier 1 capital (as defined in regulations  of the Board)  consists of common and
qualifying  preferred  stock  and  minority  interests  in  equity  accounts  of
consolidated subsidiaries, less goodwill and other intangible assets required to
be deducted  under the Board's  guidelines.  The Board's  guidelines  apply on a
consolidated basis to bank holding companies with total  consolidated  assets of
$150 million or more. For bank holding  companies with less than $150 million in
total consolidated assets (such as the Company),  the guidelines will be applied
on a bank only basis,  unless the bank holding  company is engaged in nonbanking
activity  involving  significant  leverage  or has  significant  amount  of debt
outstanding  that is held by the general public.  The Board has stated that risk
based  capital  guidelines  establish  minimum  standards  and that bank holding
companies generally are expected to operate well above the minimum standards.

The  Company is also a bank  holding  company  within the meaning of the Georgia
Act, which provides that,  without the prior written  approval of the DBF, it is
unlawful  (i) for any  bank  holding  company  to  acquire  direct  or  indirect
ownership or control of more than 5% of the voting shares of any bank,  (ii) for
any bank holding  company or subsidiary  thereof,  other than a bank, to acquire
all or substantially  all of the assets of a bank, or (iii) for any bank holding
company to merge or consolidate with any other bank holding company.

It is also unlawful for any company to acquire  direct or indirect  ownership or
control of more than 5% of the voting shares of any

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bank in  Georgia  unless  such  bank  has  been in  existence  and  continuously
operating or  incorporated as a bank for a period of five years or more prior to
the  date of  application  to the DBF for  approval  of such  acquisition.  Bank
holding  companies  themselves are prohibited from acquiring  another bank until
the initial bank in the bank holding company has been  incorporated for a period
of twenty-four months.

The  Reigle-Neal  Interstate  Banking and Branching  Efficiency Act of 1994 (the
"Interstate Banking Act"),  subject to certain  restrictions,  allows adequately
capitalized and managed bank holding  companies to acquire existing banks across
state lines,  regardless of state statutes that would prohibit  acquisitions  by
out-of-state  institutions.  Further,  effective  June 1, 1997,  a bank  holding
company may consolidate  interstate bank  subsidiaries  into branches and a bank
may merge with an  unaffiliated  bank across  state lines to the extent that the
applicable  states have not "opted out" of  interstate  branching  prior to such
effective date. Some states may elect to permit interstate mergers prior to June
1,  1997.  The  Interstate   Banking  Act  generally   prohibits  an  interstate
acquisition  (other  than  the  initial  entry  into a state  by a bank  holding
company)  that would  result in either  the  control of more than (i) 10% of the
total amount of insured deposits in the United States,  or (ii) 30% of the total
insured  deposits  in the  home  state  of the  target  bank,  unless  such  30%
limitation  is waived by the home state on a basis  which does not  discriminate
against out-of- state institutions. As a result of this legislation, the Company
may  become a  candidate  for  acquisition  by, or may itself  seek to  acquire,
banking organizations located in other states.

The Reigle  Community  Development  and Regulatory  Improvement Act of 1994 (the
"Improvement  Act")  provides  for  the  creation  of  a  community  development
financial  institutions'  fund to promote economic  revitalization  in community
development.  Banks and thrift  institutions  are allowed to participate in such
community  development  banks.  The Improvement Act also contains (i) provisions
designed to enhance small business capital  formation and to enhance  disclosure
with regard to high cost  mortgages for the  protection  of consumers,  and (ii)
more  than 50  regulatory  relief  provisions  that  apply to banks  and  thrift
institutions,  including the  coordination  of  examinations  by various federal
agencies,  coordination of frequency and types of reports financial institutions
are  required  to file  and  reduction  of  examinations  for  well  capitalized
institutions.

Bank holding companies may be compelled by bank regulatory authorities to invest
additional capital in the event a subsidiary bank experiences either significant
loan losses or rapid growth of loans or deposits.  In addition,  the Company may
be required to provide additional capital to any additional banks it acquires as
a condition to obtaining the approvals and consents of regulatory authorities in
connection with such acquisitions.

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The Company and the Bank are subject to the Federal  Reserve  Act,  Section 23A,
which  limits a bank's  "covered  transactions"  (generally,  any  extension  of
credit) with any single  affiliate  to no more than 10% of a bank's  capital and
surplus.  Covered  transactions  with all affiliates  combined are limited to no
more  than  20%  of a  bank's  capital  and  surplus.  All  covered  and  exempt
transactions  between a bank and its affiliates  must be on terms and conditions
consistent  with  safe  and  sound  banking  practices,   and  a  bank  and  its
subsidiaries  are prohibited  from purchasing low quality assets from the bank's
affiliates.  Finally,  Section 23A requires  that all of a bank's  extensions of
credit to an affiliate be appropriately  secured by collateral.  The Company and
the Bank are also  subject to Section  23B of the  Federal  Reserve  Act,  which
further limits  transactions  among affiliates.  Sections 22(b) and 22(h) of the
Federal Reserve Act and  implementing  regulations  also prohibit  extensions of
credit by a state non-member bank (such as the Bank) to its directors,  officers
and  controlling  shareholders  on terms  which are more  favorable  than  those
afforded  other  borrowers,  and  impose  limits  on the  amounts  of  loans  to
individual affiliates and all affiliates as a group.

Financial Services  Modernization Act. Congress enacted the Gramm-  Leach-Bliley
Financial  Services  Modernization  Act in November,  1999.  The Act repeals the
prohibition  against  affiliations  between  depository  institutions  and firms
principally  engaged in the issue,  floatation,  underwriting,  public sale,  or
distribution  of  securities,  and it permits the creation of financial  holding
companies, including by bank holding companies. Under the Act, financial holding
companies are  authorized to engage in activities  deemed to be  "financial"  in
nature or "incidental" to such activities, as well as "complementary" activities
or services which do not present  substantial risks. Prior law limited banks and
bank  holding  companies  to  activities  determined  to be "closely  related to
banking."

The Act applies to the  activities  of both state and  national  banks and their
affiliates.  The  Federal  Reserve  Board  ("FRB")  will  act as  the  "umbrella
regulator"  for  financial  holding  companies  and state member banks and their
activities;  however, the FRB will be required to coordinate its activities with
the OCC in the  case  of  national  banks  and the  FDIC  in the  case of  state
non-member banks.

Bank holding companies  satisfying the criteria  specified by the Act may become
certified as financial  holding  companies by filing with the FRB.  Bank holding
companies  and their  affiliate  banks  may not  participate  in such  financial
affiliations unless the insured depository institutions are well capitalized and
well managed and have satisfactory CRA ratings.

The Act lists various  activities  that are  "financial"  in nature and in which
financial  holding  companies may engage,  without  approval,  upon thirty days'
notice to the FRB. The listed activities

                                       11

<PAGE>



include,  among  others:  (i)  underwriting,  dealing  in or  making a market in
securities;  (ii) insurance underwriting and agency activities;  (iii) providing
financial,  investment and economic  advisory  services;  (iv) insurance company
portfolio investment activities; and (v) merchant banking.

The  Act  further  provides  that a  national  bank  may  control  a  "financial
subsidiary"  or hold an interest in a "financial  subsidiary"  if the subsidiary
engages only in  activities  that are  "financial"  in nature or incidental to a
"financial"  activity and in activities that are permitted for national banks to
engage  in  directly,   and  the   subsidiary   does  not  engage  in  insurance
underwriting,  real  estate  development,  or  merchant  banking.  A  "financial
subsidiary" is any company that is controlled by one or more insured  depository
institutions other than a subsidiary that engages solely in activities permitted
for  national  banks  or a  subsidiary  that a  national  bank  is  specifically
authorized to control by the express terms of a separate Federal statute.

A national bank may engage in these "financial"  activities if: (i) the bank and
each  depository  institution  affiliate are well  capitalized and well managed;
(ii) aggregate total consolidated assets of all subsidiaries does not exceed the
lesser of 45% of  consolidated  total  assets of the parent bank or $50 billion;
(iii) received OCC approval to engage in the activities;  and (iv) satisfies CRA
rating requirements.

As for state banks, FDIC regulations  continue to provide that state banks have,
at a minimum,  the same  powers as  national  banks.  Subject to the  authority,
consistent  with the Act,  of the FRB and the FDIC (as  applicable)  to regulate
various  activities of state banks, the Act preserves the authority of states to
expand the powers of state banks beyond  those  permitted  for  national  banks.
State  law  inconsistent  with  the  Act  is  preempted,  but  state  regulatory
authorities retain jurisdiction.

Competition

The  banking  business  is highly  competitive.  The Bank  competes  with  other
commercial banks in its primary service area.

Banks generally  compete with other financial  institutions  through the banking
products and  services  offered,  the pricing of services,  the level of service
provided,  the  convenience  and  availability  of  services,  and the degree of
expertise and the personal  manner in which  services are offered.  The Bank has
encountered  strong  competition from most of the financial  institutions in the
Bank's  primary  service  area.  In the conduct of certain  areas of its banking
business, the Bank also competes with credit unions, consumer finance companies,
insurance companies, money market mutual funds and other financial institutions,
some of which are not subject to the same degree of regulation and restrictions

                                       12

<PAGE>



imposed upon the Bank.  Many of these  competitors  have  substantially  greater
resources and lending limits than the Bank has and offer certain services,  such
as trust services, that the Bank does not provide presently. Management believes
that competitive  pricing and personalized  service provides it with a method to
compete effectively in the primary service area.

Employees

As of  March  1,  2000,  the Bank had 18  full-time  employees  and 6  part-time
employee.  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.


ITEM 2.           DESCRIPTION OF PROPERTIES

The Company  acquired a 2.5 acre tract of land located at 150 Covington  Street,
Jackson, Georgia, in January, 1997 for $395,000, as the site for the main office
of the Bank and the Company.  On said tract of land,  the Company  constructed a
two-story main office with  approximately  9,085 square feet of finished  space.
The Bank occupies said  building,  opening for banking  business on September 8,
1997. The main office has five inside teller stations and four outside  drive-up
teller stations. The first floor also has four customer service stations,  eight
enclosed office spaces (seven of which are presently  occupied),  a safe deposit
vault, a coupon room, a children's play room, and three customer  waiting areas.
The second floor of the building is unoccupied and is used for storage space and
future  expansion.  In the  opinion of  management  of the  Company,  the office
building  and  personal  property  of the  Company  and the Bank are  adequately
covered by insurance.

In addition, one of the primary components of the Bank's loan portfolio is loans
secured by first or second  mortgages  on real  estate.  These  loans  generally
consist of commercial real estate loans,  construction and  developments  loans,
and  residential  real estate loans.  Loan terms are  generally  limited to five
years  or  less,  although  payments  are  frequently  structured  on  a  longer
amortization basis. Interest rates are fixed or adjustable,  and are more likely
to be fixed in the case of shorter  term  loans.  Management  attempts to reduce
credit risk in the  commercial  real estate  portfolio by  emphasizing  loans on
owner-occupied  office  and  retail  buildings  where the  loan-to-value  ratio,
established by  independent  appraisals,  does not exceed 85%. In addition,  the
Bank  typically  requires  personal  guarantees of the  principal  owners of the
property backed with a review by the Bank of the personal  financial  statements
of the principal  owners.  The  principal  economic  risk  associated  with each
category of loans,  including real estate loans, is the  creditworthiness of the
Bank's  borrowers.  The risks  associated  with real estate loans vary with many
economic

                                       13

<PAGE>



factors,  including  employment  levels  and  fluctuations  in the value of real
estate. The Bank also originates residential real estate loans for sale into the
secondary  market.  The Bank limits  interest rate risk and credit risk on these
loans by locking the interest rate for each loan with the secondary investor and
receiving the investor's underwriting approval prior to originating the loan.

ITEM 3.           LEGAL PROCEEDINGS

Neither the Company  nor the Bank is a party to any  pending  legal  proceedings
which  management  believes  would have a material  effect  upon  operations  or
financial condition.


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

No matter was  submitted  to a vote of  security  holders  during the  Company's
fourth quarter of the fiscal year ended December 31, 1999.

                                     PART II

ITEM 5.           MARKET FOR ISSUER'S COMMON EQUITY AND RELATED STOCKHOLDER
                  MATTERS

As of December 31, 1999, there were  approximately 977 shareholders of record of
the  Company's  common stock.  There is no  established  trading  market for the
Company's  common  stock.  The Company has  758,458  shares of its common  stock
outstanding  as of  December  31,  1999.  The  Company has not paid and does not
anticipate  paying  dividends on its common stock in the  immediate  future.  At
present,  the only  source of funds from which the Company  could pay  dividends
would  be  dividends  paid  to the  Company  by  the  Bank.  Certain  regulatory
requirements restrict the amount of dividends that can be paid to the Company by
the Bank without  obtaining  the prior  approval of the DBF. No assurance can be
given that dividends will be declared by the Company,  or if declared,  what the
amount of the dividends will be or whether such dividends,  once declared, would
continue.

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

Information  relating to  Management's  Discussion  and  Analysis  of  Financial
Condition  and  Results  of  Operations  appears  on pages 35  through 55 of the
Company's 1999 Annual Report to  Shareholders,  and is incorporated by reference
in this Form 10-KSB Annual Report.

ITEM 7.           FINANCIAL STATEMENTS

The consolidated  financial statements,  notes thereto and independent auditors'
report  thereon,  dated  February  8, 2000,  appearing  on pages 3 through 33 of
Company's 1999 Annual Report to

                                       14

<PAGE>



Shareholders, are incorporated by reference in this Form 10-KSB Annual Report.

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

There  are  no  disagreements  with  accountants  on  accounting  and  financial
disclosure.


                                    PART III

ITEM 9.           DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

The information  concerning  directors and executive officers is presented under
Identification  of Directors  and  Executive  Officers on pages 3 through 7, and
under Non-Director Executive Officers of the Bank on pages 7 and 8, of the Proxy
Statement for Annual  Meeting of  Shareholders,  to be held May 18, 2000,  which
information is incorporated  by reference in this Form 10-KSB Annual Report.  In
addition,  the  information  concerning  compliance  with  Section  16(a) of the
Exchange Act shown under  Filings  under  Section 16(a) on page 18 of said Proxy
Statement is  incorporated  by reference in this Form 10-KSB Annual Report.  The
information  in  said  Proxy  Statement   discloses   certain  reporting  person
delinquencies.


ITEM 10.          EXECUTIVE COMPENSATION

Executive  Compensation  is shown under  Compensation of Directors and Executive
Officers  on pages 8 through 14 of the Proxy  Statement  for  Annual  Meeting of
Shareholders,  to be held May 18, 2000,  which is  incorporated  by reference in
this Form 10-KSB Annual Report.

ITEM 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT

Stock Ownership of Certain Beneficial Owners which appears on pages 17 and 18 of
the Proxy Statement for Annual Meeting of Shareholders, to be held May 18, 2000,
is incorporated by reference in this Form 10-KSB Annual Report.

Security Ownership of Directors, Nominees, Executive Officers, and Directors and
Executive Officers as a group, which appears on pages 15 through 17 of the Proxy
Statement  for  Annual  Meeting of  Shareholders,  to be held May 18,  2000,  is
incorporated by reference in this Form 10-KSB Annual Report.

ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Transactions with Management which appears on page 15 of the Proxy Statement for
Annual Meeting of Shareholders, to be held May 18,

                                       15

<PAGE>



2000, is incorporated by reference in this Form 10-KSB Annual
Report.


ITEM 13.          EXHIBITS AND REPORTS ON FORM 8-K

(a)      1.       Financial Statements

         The consolidated financial statements of the Company, notes thereto and
         independent auditors' report thereon,  incorporated herein by reference
         from  pages  3  through  33 of the  Company's  1999  Annual  Report  to
         Shareholders,  have been filed as Item 7 in Part II of this  report and
         are attached hereto as Exhibit 13.1.

         The  Management's  Discussion and Analysis of Financial  Conditions and
         Results of Operations of the Company,  incorporated  by reference  from
         pages  35  through  55  of  the   Company's   1999  Annual   Report  to
         Shareholders,  have been filed as Item 6 of Part II of this  report and
         are attached hereto as Exhibit 13.2.


                                       16

<PAGE>



         2.       Exhibits

         Exhibit Numbers

                                                                   Sequential
                                                                  Page Number

         3.1*         Articles of Incorporation                       --
         3.2*         Bylaws                                          --
         10.1*+       Employment Contract between John L.
                      Coleman and the Company                         --
         10.2*        Stock Option Agreement between the
                      Company and John L. Coleman                     --
         13.1         Consolidated Financial Statements of
                      the Company                                     20
         13.2         Management's Discussion and Analysis
                      of Financial Condition and Results of
                      Operations                                      50
         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.                    --
         27.1         Financial Data Schedule                         69

------------------------
                  *Items 3.1 through  10.2,  as listed  above,  were  previously
                  filed by the  Company as  Exhibits  (with the same  respective
                  Exhibit   Numbers  as  indicated   herein)  to  the  Company's
                  Registration Statement  (Registration No. 333- 13583) and such
                  documents are incorporated herein by reference.

                  +Item 10.1 is an employment-compensatory agreement.


(b)      Reports on Form 8-K

         No Reports on Form 8-K have been filed during the fourth quarter of the
         year ended December 31, 1999.



                                       17

<PAGE>



                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this Report to be signed on its
behalf by the undersigned, thereunto duly authorized on March 28, 2000.


FIRST GEORGIA COMMUNITY CORP.



By:      s/John L. Coleman
         John L. Coleman
         President and C.E.O.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities indicated on March 28, 2000.

         Signature                                            Title


s/John L. Coleman                   Director; President and C.E.O.
John L. Coleman


s/D. Richard Ballard                Director
D. Richard Ballard


s/Charles W. Carter                 Director
Charles W. Carter


s/Alfred D. Fears                   Director
Alfred D. Fears


s/William B. Jones                  Director
William B. Jones


s/Harry Lewis                       Director;  Secretary-Treasurer and
Harry Lewis                         C.F.O./C.A.O.


_________________________           Director
Joey McClelland

                       [SIGNATURES CONTINUED ON NEXT PAGE]

                                       18

<PAGE>


_________________________           Director
Dr. Alexander Pollack


s/ Robert Ryan                      Director
Robert Ryan


s/James H. Warren                   Director
James H. Warren


_________________________           Director
George L. Weaver



Supplemental  Information to be Furnished With Reports Filed Pursuant to Section
15(d) of the Exchange Act by Non-reporting Issuers:

         Not Applicable.



                                       19

<PAGE>



                                                              EXHIBIT 13.1

                     FIRST GEORGIA COMMUNITY CORP.
                            AND SUBSIDIARY

                     CONSOLIDATED FINANCIAL REPORT

                           DECEMBER 31, 1999


                                       20
<PAGE>



                          FIRST GEORGIA COMMUNITY CORP.
                                 AND SUBSIDIARY

                          CONSOLIDATED FINANCIAL REPORT
                                DECEMBER 31, 1999

                                TABLE OF CONTENTS


                                                                      Page

INDEPENDENT AUDITOR'S REPORT.......................................     1

FINANCIAL STATEMENTS

     Consolidated balance sheets...................................     2
     Consolidated statements of operations.........................     3
     Consolidated statements of comprehensive income (loss)........     4
     Consolidated statements of stockholders' equity ..............     5
     Consolidated statements of cash flows.........................     6 and 7
     Notes to consolidated financial statements....................     8-28



                                       21
<PAGE>












                          INDEPENDENT AUDITOR'S REPORT


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 subsidiary as of December 31, 1999 and 1998, and the related
consolidated   statements   of   operations,    comprehensive   income   (loss),
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  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our 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, 1999 and 1998, and the results
of their operations and their cash flows for the years then ended, in conformity
with generally accepted accounting principles.

/s/ MAULDIN & JENKINS, LLC






Atlanta, Georgia
February 8, 2000


                                       22
<PAGE>


                          FIRST GEORGIA COMMUNITY CORP.
                                 AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 1999 AND 1998

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                   Assets                    1999                    1998
                                      ----------------        ------------------

<S>                                   <C>                     <C>
Cash and due from banks               $ 2,738,965             $   675,969
Federal funds sold                      2,390,000               3,410,000
Securities available-for-sale           7,795,960               5,565,028
Loans held for sale                        83,889                 251,605

Loans                                  40,345,577              24,314,616
Less allowance for loan losses            619,812                 433,882
                                      ----------------        ------------------
          Loans, net                   39,725,    765              23,880,734

Premises and equipment                  2,196,384               2,242,202
Other assets                            2,402,880                 325,287
                                      ----------------        ------------------

          Total assets                $57,333,843             $36,350,825
                                      ================        ==================

          Liabilities and Stockholders' Equity

Deposits
    Noninterest-bearing demand        $ 5,820,590             $ 4,496,294
    Interest-bearing demand            15,054,259              11,434,152
    Savings                               883,713                 901,040
    Time, $100,000 and over             7,261,464               4,321,355
    Other time                         19,165,995               8,169,062
                                      ----------------        ------------------
           Total deposits              48,186,021              29,321,903
    Other borrowings                    1,764,714                  22,241
    Other liabilities                     286,373                 136,879
                                      ----------------        ------------------
          Total liabilities            50,237,10               29,481,023
                                      ----------------        ------------------

Commitments and contingent
 liabilities

Stockholders' equity
    Common stock, par value
      $5; 10,000,000
      shares authorized; 758,458
      issued and outstanding           3,792,290               3,792,290
    Capital surplus                    3,754,816               3,754,816
    Accumulated deficit                 -236,911                -675,728
    Accumulated other
      comprehensive loss                -213,460                  -1,576
                                     -----------------     ---------------------

   Total stockholders' equity          7,096,735               6,869,802
                                     -----------------     ---------------------

   Total liabilities and
      stockholders' equity           $57,333,843           $  36,350,825
                                     =================     =====================
</TABLE>

See Notes to Consolidated Financial Statements.

                                       23
<PAGE>


                          FIRST GEORGIA COMMUNITY CORP.
                                 AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     YEARS ENDED DECEMBER 31, 1999 AND 1998

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                           1999                       1998
                                   --------------------    --------------------
<S>                                <C>                    <C>
Interest income
    Loans                          $         3,014,506     $         1,641,616
    Taxable securities                         435,748                 219,451
    Federal funds sold                         163,352                 210,458
                                  --------------------    --------------------
          Total interest income              3,613,606               2,071,525
                                  --------------------    --------------------

Interest expense
    Deposits                                 1,625,486                 779,294
    Federal funds purchased                     43,764                       0
    Other borrowings                                 0                   1,256
                                  --------------------    --------------------
          Total interest expense             1,669,250                 780,550
                                  --------------------    --------------------

          Net interest income                1,944,356               1,290,975
Provision for loan losses                      196,500                 385,000
                                  --------------------    --------------------
Net interest income after
provision for loan losses                    1,747,856                 905,975
                                  --------------------    --------------------
Other income
    Service charges on deposit
    accounts                                   172,359                 121,660
    Other operating income                     107,576                  71,210
                                  --------------------    --------------------
          Total other income                   279,935                 192,870
                                  --------------------    --------------------

Other expenses
    Salaries and employee
      benefits                                 742,812                 633,339
    Equipment and occupancy
      expenses                                 237,226                 189,300
    Other operating expenses                   608,936                 453,619
                                  --------------------    --------------------
          Total other expenses               1,588,974               1,276,258
                                  --------------------    --------------------
Income (loss) before income
taxes and cumulative
effect of a change in accounting
principle                                      438,817                -177,413

Income tax expense                                   0                       0
                                  --------------------    --------------------

Income (loss) before cumulative
effect of a change in accounting
principle                                      438,817                -177,413

Cumulative effect of a change
in accounting principle                              0                 -65,329
                                  --------------------    --------------------

      Net income (loss)            $           438,817     $          -242,742
                                  ====================    ====================

Basic and diluted earnings
(losses) per common share
before cumulative effect of a
change in accounting principle     $              0.58     $             -0.23


Cumulative effect of a change in
 accounting principle                             0.00                   -0.09
                                  --------------------    --------------------

Basic and diluted earnings
 (losses) per common share        $              0.58     $             -0.32
                                 ====================    ====================
</TABLE>

See Notes to Consolidated Financial Statements.

                                       24
<PAGE>


                          FIRST GEORGIA COMMUNITY CORP.
                                 AND SUBSIDIARY

             CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
                     YEARS ENDED DECEMBER 31, 1999 AND 1998

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                         1999                     1998
                                                                                   ------------------     ------------------

<S>                                                                                <C>                    <C>
Net income (loss)                                                                  $         438,817      $        -242,742

        Unrealized holding losses on securities
            available-for-sale arising during period  net of tax
            benefit of $109,964 and $--,  respectively                                      -211,884                 -1,117
                                                                                   ------------------     ------------------

Comprehensive income (loss)                                                        $         226,933      $        -243,859
                                                                                   ==================     ==================
</TABLE>


See Notes to Consolidated Financial Statements.

                                       25
<PAGE>


                          FIRST GEORGIA COMMUNITY CORP.
                                 AND SUBSIDIARY

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                     YEARS ENDED DECEMBER 31, 1999 AND 1998

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

<TABLE>
<CAPTION>
                                                                                                   Accumulated
                                                                                                     Other               Total
                                             Common Stock          Capital       Accumulated       Comprehensive       Stockholders'
                              Shares           Par Value           Surplus        Deficit              Loss               Equity
                              ----------    ---------------     --------------- ----------------   ---------------   ---------------

<S>                           <C>          <C>                  <C>             <C>                <C>                <C>
Balance, December 31, 1997      758,458     $    3,792,290      $    3,754,816  $     -432,986     $         -459     $    7,113,661
    Net loss                          0                  0                   0        -242,742                  0           -242,742
    Other comprehensive loss          0                  0                   0               0             -1,117             -1,117
                              ----------    ---------------     --------------- ----------------    ---------------  ---------------
Balance, December 31, 1998      758,458          3,792,290           3,754,816        -675,728             -1,576          6,869,802
    Net income                        0                  0                   0         438,817                  0            438,817
    Other comprehensive loss          0                  0                   0               0           -211,884           -211,884
                              ----------    ---------------     --------------- ----------------    ---------------  ---------------
Balance, December 31, 1999      758,458     $    3,792,290      $    3,754,816  $   -236,911       $     -213,460    $    7,096,735
                              ==========    ===============     =============== ================    ===============  ===============
</TABLE>

                                       26
See Notes to Consolidated Financial Statements.

<PAGE>


                          FIRST GEORGIA COMMUNITY CORP.
                                 AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 1999 AND 1998

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                  1999                          1998
                                                                         ------------------------    -----------------------
<S>                                                                      <C>                        <C>
OPERATING ACTIVITIES
    Net income (loss)                                                    $               438,817     $             -242,742
           Adjustments to reconcile net income (loss) to net cash
        provided by (used in) operating activities:
        Depreciation                                                                     125,415                    105,662
        Write-off of organization costs                                                        0                     65,329
        Net (increase) decrease in loans held for sale                                   167,716                   -251,605
        Provision for loan losses                                                        196,500                    385,000
        Deferred income taxes                                                           -144,417                          0
        Deferred compensation                                                             11,210                          0
        Increase in interest receivable                                                 -113,447                   -205,148
        Increase in interest payable                                                     100,253                     63,339
        Other operating activities                                                        28,066                     13,359
                                                                         ------------------------    -----------------------

              Net cash provided by (used in) operating activities                        810,113                    -66,806
                                                                         ------------------------    -----------------------

INVESTING ACTIVITIES
    Purchases of securities available-for-sale                                        -3,060,200                 -5,538,533
    Proceeds from sale of securities available-for-sale                                        0                    500,000
    Proceeds from maturities of securities
        available-for-sale                                                               507,420                  1,501,879
    Net decrease in Federal funds sold                                                 1,020,000                    910,000
    Net increase in loans                                                            -16,041,531                -18,220,712
    Purchases of premises and equipment                                                  -79,597                   -127,533
    Purchase of life insurance policies                                               -1,699,800                          0
                                                                         ------------------------    -----------------------

            Net cash used in investing activities                                    -19,353,708                -20,974,899
                                                                         ------------------------    -----------------------

FINANCING ACTIVITIES
    Net increase in deposits                                                          18,864,118                 20,156,813
    Repayment of other borrowings                                                         -7,527                     -7,156
    Proceeds from other borrowings                                                     1,750,000                          0
                                                                         ------------------------    -----------------------

            Net cash provided by financing activities                                 20,606,591                 20,149,657
                                                                         ------------------------    -----------------------

Net increase (decrease) in cash and due from banks                                     2,062,996                   -892,048

Cash and due from banks at beginning  of year                                            675,969                  1,568,017
                                                                         ------------------------    -----------------------

Cash and due from banks at end of year                                   $             2,738,965     $              675,969
</TABLE>

                                       27
<PAGE>


                          FIRST GEORGIA COMMUNITY CORP.
                                 AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     YEARS ENDED DECEMBER 31, 1999 AND 1998

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                          1999                       1998
                                                                                   --------------------    -------------------

<S>                                                                                <C>                     <C>
SUPPLEMENTAL DISCLOSURES Cash paid for:
        Interest                                                                   $         1,568,997     $          717,211

        Income taxes                                                               $           145,000     $                0

NONCASH TRANSACTIONS
    Unrealized losses on securities available-for-sale                             $           321,848     $            1,117
</TABLE>


See Notes to Consolidated Financial Statements.

                                       28
<PAGE>



                          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   business  is  conducted  by  its
                     wholly-owned subsidiary,  First Georgia Community Bank (the
                     Bank).  The Bank is a  commercial  bank located in Jackson,
                     Butts  County,  Georgia.  The Bank provides a full range of
                     banking services in its primary market area of Butts County
                     and the surrounding counties.

Basis of Presentation

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

                     The preparation of financial  statements in conformity with
                     generally   accepted    accounting    principles   requires
                     management to make  estimates and  assumptions  that affect
                     the  reported   amounts  of  assets  and   liabilities  and
                     disclosures 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 and deferred tax assets.

Cash and Due From Banks

                     Cash on hand,  cash  items in process  of  collection,  and
                     amounts  due from banks are  included  in cash and due from
                     banks.

                     The  Company  maintains  amounts due from banks  which,  at
                     times, may exceed Federally insured limits. The Company has
                     not experienced any losses in such accounts.

Securities

                     Securities are classified  based on management's  intention
                     on the date of purchase.  Securities  which  management has
                     the  intent  and  ability  to hold  to  maturity  would  be
                     classified  as  held-to-maturity  and recorded at amortized
                     cost.   All  other  debt   securities   are  classified  as
                     available-for-sale  and  recorded  at fair  value  with net
                     unrealized gains and losses included in other comprehensive
                     income,  net of tax.  Equity  securities  without a readily
                     determinable     fair    value    are     classified     as
                     available-for-sale and recorded at cost.

                                       29
<PAGE>



                          FIRST GEORGIA COMMUNITY CORP.
                                 AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





NOTE 1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Securities (Continued)

                     Interest   and   dividends   on    securities,    including
                     amortization  of premiums and accretion of  discounts,  are
                     included in interest income. Realized gains and losses from
                     the sale of securities  are  determined  using the specific
                     identification method.

Loans Held for Sale

                     Loans  held for sale  consist  of  mortgage  loans  and are
                     reported  at the  lower of  aggregate  cost or fair  value.
                     These loans are sold to  investors  who  purchase the loans
                     with "locked in" interest  rates agreed to by the investors
                     and the Company  prior to  funding,  thereby  reducing  the
                     Company's exposure to interest rate risk.

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 based on the principal
                     balance outstanding.

                     Nonrefundable  loan fees and costs  incurred  for loans are
                     deferred  and  recognized  in  income  over the life of the
                     loans.

                     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.  When  accrual of interest is
                     discontinued,  all unpaid  accrued  interest  is  reversed.
                     Interest  income  is  subsequently  recognized  only to the
                     extent cash payments are received.

                                       30
<PAGE>



                          FIRST GEORGIA COMMUNITY CORP.
                                 AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





NOTE 1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Loans (Continued)

                     The allowance for loan losses is maintained at a level that
                     management  believes  to be  adequate  to absorb  potential
                     losses  in the loan  portfolio.  Loan  losses  are  charged
                     against  the  allowance   when   management   believes  the
                     uncollectibility   of  a  loan  is  confirmed.   Subsequent
                     recoveries  are  credited  to the  allowance.  Management's
                     determination  of the adequacy of the allowance is based on
                     an evaluation of the portfolio,  past loan loss experience,
                     current economic conditions, volume, growth, composition of
                     the  loan  portfolio,  and  other  risks  inherent  in  the
                     portfolio.  This evaluation is inherently  subjective as it
                     requires   material   estimates  that  are  susceptible  to
                     significant  change  including  the  amounts  and timing of
                     future  cash flows  expected  to be  received  on  impaired
                     loans.  In addition,  regulatory  agencies,  as an integral
                     part of their examination process, will periodically review
                     the Company's  allowance  for loan losses,  and may require
                     the Company to record  additions to the allowance  based on
                     their judgment about  information  available to them at the
                     time of their examinations.

                     A loan is impaired  when it is probable the Company will be
                     unable to collect all principal  and interest  payments due
                     in  accordance  with  the  contractual  terms  of the  loan
                     agreement.   Individually  identified  impaired  loans  are
                     measured based on the present value of payments expected to
                     be  received,  using  the  contractual  loan  rate  as  the
                     discount rate.  Alternatively,  measurement may be based on
                     observable  market  prices  or,  for loans  that are solely
                     dependent on the collateral for repayment,  measurement may
                     be  based  on the  fair  value  of the  collateral.  If the
                     recorded  investment  in  the  impaired  loan  exceeds  the
                     measure of fair value, a valuation allowance is established
                     as a component of the allowance for loan losses. Changes to
                     the valuation  allowance are recorded as a component of the
                     provision for loan losses.

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.

                                       31
<PAGE>





                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





NOTE 1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income Taxes

                     Income tax expense  consists of current and deferred taxes.
                     Current income tax provisions  approximate taxes to be paid
                     or refunded for the applicable  year.  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
                     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.

                     Recognition  of deferred tax balance sheet amounts is based
                     on management's belief that it is more likely than not that
                     the  tax  benefit   associated   with   certain   temporary
                     differences  will be  realized.  A valuation  allowance  is
                     recorded for those  deferred tax items for which it is more
                     likely than not that realization will not occur in the near
                     term.

                     The  Company  and the Bank file a  consolidated  income tax
                     return.  Each entity provides for income taxes based on its
                     contribution to income taxes (benefits) of the consolidated
                     group.

Earnings (Losses) Per Common Share

                     Basic  earnings  (losses)  per common share are computed by
                     dividing net income (loss) by the weighted  average  number
                     of shares of common  stock  outstanding.  Diluted  earnings
                     (losses)  per share are  computed  by  dividing  net income
                     (loss) 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.

Cumulative Effect of a Change in Accounting Principle

                     In  April  of  1998,  the  Accounting  Standards  Executive
                     Committee   issued  Statement  of  Position  ("SOP")  98-5,
                     "Reporting on the Costs of Start Up  Activities".  SOP 98-5
                     requires that costs of start-up activities and organization
                     costs be expensed as  incurred.  SOP 98-5 became  effective
                     for financial  statements for fiscal years  beginning after
                     December 15, 1998. Early adoption was encouraged for fiscal
                     years in which  financial  statements  had not been issued.
                     During 1998,  the Company wrote off $65,329 of  unamortized
                     organization  costs upon adoption of SOP 98-5. Prior to the
                     adoption  of SOP 98-5,  the Company  was  amortizing  these
                     costs over a five year period.

                                       32
<PAGE>





                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





NOTE 1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Comprehensive Income

                     Statement of Financial  Accounting  Standards  ("SFAS") No.
                     130,   ("Reporting    Comprehensive    Income")   describes
                     comprehensive  income  as the  total of all  components  of
                     comprehensive    income   including   net   income.   Other
                     comprehensive  income refers to revenues,  expenses,  gains
                     and  losses  that  under  generally   accepted   accounting
                     principles  are  included  in   comprehensive   income  but
                     excluded from net income.  Currently,  the Company's  other
                     comprehensive  income  consists  of  unrealized  gains  and
                     losses on available-for-sale securities.

Recent Accounting Developments

                     In June 1998,  the  Financial  Accounting  Standards  Board
                     issued SFAS No. 133, "Accounting for Derivative Instruments
                     and  Hedging  Activities".   The  effective  date  of  this
                     statement  has been  deferred by SFAS No. 137 until  fiscal
                     years beginning after June 15, 2000. However, the statement
                     permits  early  adoption as of the  beginning of any fiscal
                     quarter  after its issuance.  The Company  expects to adopt
                     this  statement  effective  January 1,  2001.  SFAS No. 133
                     requires the Company to recognize all derivatives as either
                     assets or  liabilities  in the balance sheet at fair value.
                     For derivatives that are not designated as hedges, the gain
                     or loss must be  recognized  in  earnings  in the period of
                     change.  For  derivatives  that are  designated  as hedges,
                     changes   in  the  fair   value  of  the   hedged   assets,
                     liabilities,  or firm  commitments  must be  recognized  in
                     earnings or recognized in other comprehensive  income until
                     the hedged item is recognized in earnings, depending on the
                     nature  of  the  hedge.   The  ineffective   portion  of  a
                     derivative's  change in fair  value must be  recognized  in
                     earnings  immediately.  Management  has not yet  determined
                     what  effect the  adoption of SFAS No. 133 will have on the
                     Company's earnings or financial position.

                     There are no other recent  accounting  pronouncements  that
                     have had, or are expected to have, a material effect on the
                     Company's financial statements.


                                       33
<PAGE>





                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





NOTE 2.SECURITIES

                  The amortized cost and fair value of securities are summarized
as follows:
<TABLE>
<CAPTION>

                                                                              Gross           Gross
                                                            Amortized       Unrealized      Unrealized         Fair
                                                              Cost             Gains           Losses          Value
                                                           --------------   -------------   -------------   --------------
<S>                                                       <C>               <C>             <C>             <C>
Securities Available-for-Sale December 31, 1999:
                   U. S. Government and agency             $                                $               $
                   securities                                8,010,184      $    -            (323,424)       7,686,760
                   Equity securities                           109,200           -               -               109,200
                                                           --------------   -------------   -------------   --------------
                                                           $ 8,119,384      $    -            (323,424)       7,795,960
                                                           ==============   =============   =============   ==============

                                                                                Gross           Gross
                                                              Amortized       Unrealized      Unrealized         Fair
                                                              Cost             Gains           Losses            Value
                                                              --------------   -------------   -------------   --------------
Securities Available-for-Sale December 31, 1998:
                   U. S. Government and agency securities  $ 5,517,604      $ 3,840         $   (5,416)       $ 5,516,028
                   Equity securities                            49,000            -                  -             49,000
                                                           --------------   -------------   -------------   --------------
                                                           $ 5,566,604      $ 3,840         $   (5,416)       $ 5,565,028
                                                           ==============   =============   =============   ==============
</TABLE>

The amortized cost and fair value of securities as of December
31, 1999 by contractual maturity are shown below.

<TABLE>
<CAPTION>
                                                                                             Securities Available-for-Sale
                                                                                            ---------------------------------
                                                                                              Amortized            Fair
                                                                                            Cost                  Value
                                                                                            ---------------   ---------------

                      <S>                                                                   <C>               <C>
                       Due from one year to five years                                      $ 6,510,184       $ 6,276,915
                       Due from five years to ten years                                       1,500,000         1,409,845
                       Equity securities                                                      109,200           109,200
                                                                                            ---------------   ---------------
                                                                                            $ 8,119,384       $    7,795,960
                                                                                            ===============   ===============
</TABLE>

                  Securities  with a carrying value of $3,581,000 and $3,061,000
                  at December  31, 1999 and 1998 were  pledged to secure  public
                  deposits and for other purposes.

                                       34
<PAGE>





                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





NOTE 3.LOANS AND ALLOWANCE FOR LOAN LOSSES

                  The composition of loans is summarized as follows:

<TABLE>
<CAPTION>
                                                                                                   December 31,
                                                                                        ------------------------------------
                                                                                          1999                 1998
                                                                                        ----------------   ----------------

                      <S>                                                               <C>                  <C>
                      Commercial, financial, and agricultural                           $  3,866,000         $ 2,878,000
                      Real estate - construction                                          16,555,000           4,659,000
                      Real estate - mortgage                                              17,285,000          14,936,000
                      Consumer instalment and other                                        2,714,184           1,858,913
                                                                                        ----------------     ----------------
                                                                                          40,420,184          24,331,913
                      Deferred loan fees                                                     (74,607)            (17,297)
                      Allowance for loan losses                                             (619,812)           (433,882)
                                                                                        ----------------    -----------------
                      Loans, net                                                        $ 39,725,765        $ 23,880,734
                                                                                        ================    =================
</TABLE>

                  Changes in the allowance for loan losses are as follows:

<TABLE>
<CAPTION>
                                                                                                Years Ended December 31,
                                                                                            ----------------------------------
                                                                                               1999              1998
                                                                                            ---------------   ----------------

                      <S>                                                                   <C>                <C>
                       Balance, beginning of year                                           $ 433,882          $ 72,000
                          Provision for loan losses                                           196,500           385,000
                          Loans charged off                                                   (12,639)          (23,118)
                          Recoveries of loans previously charged off                            2,069                 -
                                                                                            ---------------    ----------------
                       Balance, end of year                                                 $ 619,812          $      433,882
                                                                                            ================   ===============
</TABLE>

                  Management  has  identified  no  material  amounts of impaired
                  loans as defined by SFAS No. 114,  ("Accounting  by  Creditors
                  for Impairment of a Loan") as of December 31, 1999 and 1998.

                  The Company has granted loans to certain directors,  executive
                  officers,  and their related  entities.  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 involved.  Changes in related party loans
                  for the year ended December 31, 1999 are as follows:

<TABLE>
                      <S>                                                                                      <C>
                      Balance, beginning of year                                                               $ 3,124,290
                      Advances                                                                                   3,158,839
                      Repayments                                                                                 (3,327,416)
                                                                                                               ---------------
                      Balance, end of year                                                                     $    2,955,713
                                                                                                               ===============
</TABLE>


                                       35
<PAGE>





                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





NOTE 4.PREMISES AND EQUIPMENT

                  Premises and equipment are summarized as follows:

<TABLE>
<CAPTION>
                                                                                                    December 31,
                                                                                         -----------------------------------
                                                                                            1999                1998
                                                                                         ---------------     ---------------

                      <S>                                                               <C>                   <C>
                      Land                                                               $   405,265           $ 405,265
                      Buildings                                                            1,469,033           1,469,033
                      Equipment                                                              582,354             502,757
                                                                                         ---------------     ---------------
                                                                                           2,456,652           2,377,055
                      Accumulated depreciation                                              (260,268)           (134,853)
                                                                                         ---------------     ---------------
                                                                                         $ 2,196,384         $    2,242,202
                                                                                         ===============     ===============
</TABLE>

NOTE 5.DEPOSITS

                  The scheduled maturities of time deposits at December 31, 1999
are as follows:

<TABLE>
                      <S>                                                                                 <C>
                      2000                                                                                $ 18,742,869
                      2001                                                                                   5,040,650
                      2002                                                                                   1,193,676
                      2003                                                                                     451,529
                      2004                                                                                     998,735
                                                                                                          -----------------
                                                                                                          $  26,427,459
                                                                                                          =================
</TABLE>

                  The Company had related  party  deposits at December  31, 1999
                  and 1998 of $3,312,281 and $4,270,670, respectively.

                                       36

<PAGE>




                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





NOTE 6. OTHER BORROWINGS

                  Other borrowings consist of the following:

<TABLE>
<CAPTION>
                                                                                                    December 31,
                                                                                          ----------------------------------
                                                                                             1999               1998
                                                                                          ---------------    ---------------
                     <S>                                                                  <C>                <C>
                     Note payable, payable in monthly installments of
                          $701 including interest at 4.80%, collateralized
                          by automobile                                                       $    14,714        $    22,241

                          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, collateralized by qualifying first
                          mortgage loans                                                        1,750,000                  -
                                                                                          ---------------    ---------------
                                                                                              $ 1,764,714        $    22,241
                                                                                          ===============    ===============
</TABLE>

Other  borrowings  at  December  31,  1999 have  maturities  in future  years as
follows:

<TABLE>
                     <S>                                                                                   <C>
                      Year ending December 31,
                          2000                                                                                   $     7,856
                          2001                                                                                         6,858
                          2009                                                                                     1,750,000
                                                                                                             ---------------
                                                                                                                 $ 1,764,714
                                                                                                             ===============
</TABLE>


NOTE 7. DEFERRED COMPENSATION PLAN

                    In 1999,  the Company  established  a deferred  compensation
                    plan  providing  for death and  retirement  benefits for its
                    directors and executive  officers.  The estimated amounts to
                    be paid under the compensation plan have been funded through
                    the purchase of life insurance policies on the directors and
                    executive officers. The balance of the policy cash surrender
                    values  included  in other  assets at  December  31, 1999 is
                    $1,717,730.  Income  recognized on the policies  amounted to
                    $17,930 for the year ended December 31, 1999. The balance of
                    the deferred  compensation  included in other liabilities at
                    December  31,  1999  is  $11,210.   Expense  recognized  for
                    deferred compensation amounted to $11,210 for the year ended
                    December 31, 1999.


                                       37
<PAGE>





                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





NOTE 8.STOCK OPTIONS

                  The Company has granted  options to purchase  32,500 shares of
                  common stock to key employees  under an incentive stock option
                  plan.  For a period  of three  years  from the date of  grant,
                  these options are exercisable for the lesser of the book value
                  of the Company's  common stock at the date of exercise or $10.
                  Subsequent   to  the  three  year  period,   the  options  are
                  exercisable  at book value per share.  The  options  cannot be
                  exercised  until  the  Bank is  cumulatively  profitable.  The
                  options expire ten years from the date of grant.

                  The Company has also reserved  150,000  shares of common stock
                  for  issuance  to  directors  with  the same  exercise  price,
                  expiration  dates,  and  exercise   restrictions  as  the  key
                  employee  stock  options.  No  options  have been  granted  to
                  directors as of December 31, 1999.

                  Other  pertinent  information  related  to the  options  is as
follows:

<TABLE>
<CAPTION>
                                                                                      Year Ended December 31,
                                                                      ---------------------------------------------------------
                                                                                1999                           1998
                                                                      ---------------------------   ---------------------------
                                                                                      Weighted-                     Weighted-
                                                                                      average                       average
                                                                                      Exercise                      Exercise
                                                                      Number          Price         Number          Price
                                                                      ------------    -----------   ------------    -----------

                    <S>                                              <C>          <C>               <C>             <C>
                    Under option, beginning of year                   32,500       $  10.00                  -      $          -
                       Granted                                             -              -             32,500             10.00
                       Exercised                                           -              -                  -                 -
                       Terminated                                          -              -                  -                 -
                                                                      ------------                   ------------
                    Under option, end of year                         32,500          10.00             32,500             10.00
                                                                      ============                   ============

                    Weighted average remaining contractual life            9                                10
                                                                      ============                  ============

                    Weighted average fair value of
                    options granted during the year                        -                              3.97
                                                                      ============                  ============
</TABLE>

                  As permitted  by SFAS No. 123,  ("Accounting  for  Stock-Based
                  Compensation"),  the Company recognizes  compensation cost for
                  stock-based  employee  compensation  awards in accordance with
                  APB  Opinion  No.  25,   ("Accounting   for  Stock  Issued  to
                  Employees").  The Company  recognized no compensation cost for
                  stock-based  employee  compensation  awards for the year ended
                  December 31, 1998. If the Company had recognized  compensation
                  cost in accordance  with SFAS No. 123, net loss and losses per
                  share would have been increased as follows:

                                       38
<PAGE>





                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





NOTE 8.STOCK OPTIONS (Continued)

<TABLE>
<CAPTION>
                                                                                           Year Ended December 31, 1998
                                                                                       -------------------------------------
                                                                                                             Basic and
                                                                                                           Diluted Losses
                                                                                       Net Loss               Per Share
                                                                                       ---------------    ------------------

                      <S>                                                              <C>                <C>
                      As reported                                                      $ (242,742)        $  (0.32)
                      Stock-based compensation,
                         net of related tax effect                                        (80,284)           (0.11)
                                                                                       ---------------    ------------------
                      As adjusted                                                      $ (323,026)        $  (0.43)
                                                                                       ===============    ==================
</TABLE>

                  The fair value of the  options  granted  during 1998 was based
                  upon the  Black-Scholes  method of valuing  options  using the
                  following weighted-average assumptions:

<TABLE>
                       <S>                                                                                    <C>
                       Risk-free interest rate                                                                5.12%
                       Expected life of the options                                                           10 Years
                       Expected dividends (as a percent of the fair value of the stock)                       0%
                       Volatility                                                                             0%
</TABLE>

                  Because no options were  granted or vested in 1999,  the above
                  disclosures for 1999 are not presented.

NOTE 9. INCOME TAXES

                  Income tax expense consists of the following:

<TABLE>
<CAPTION>
                                                                                          Years Ended December 31,
                                                                                     -----------------------------------
                                                                                        1999               1998
                                                                                     ---------------    ----------------

                      <S>                                                            <C>                <C>
                      Current                                                        $  175,781          $  (4,996)
                      Deferred                                                          (31,517)           (75,686)
                      Change in valuation allowance                                    (144,264)            80,682
                                                                                     ---------------    ----------------
                              Income tax expense                                     $        -          $       -
                                                                                     ===============    ================
</TABLE>





                                       39
<PAGE>





                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





NOTE 9. INCOME TAXES (Continued)

                  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:

<TABLE>
<CAPTION>
                                                                              Years Ended December 31,
                                                                -------------------------------------------------------------
                                                                            1999                            1998
                                                                ----------------------------     ----------------------------
                                                                Amount            Percent        Amount             Percent
                                                                ---------------   ----------     ---------------   ----------

                       <S>                                      <C>               <C>        <C>                 <C>
                       Income taxes at statutory rate           $149,198           34 %       $ (82,532)          (34)%
                           Change in valuation allowance        (144,264)         (33)           80,682            33
                           Other                                  (4,934)          (1)            1,850             1
                                                                ---------------   ----------     ---------------   ----------
                           Income tax expense                   $      -            -%        $       -             -%
                                                                ===============   ==========     ===============   ==========
</TABLE>

                    The components of deferred income taxes are as follows:

<TABLE>
<CAPTION>
                                                                                                     December 31,
                                                                                           ----------------------------------
                                                                                             1999               1998
                                                                                           ---------------    ---------------

                         <S>                                                                <C>               <C>
                         Deferred tax assets:
                              Loan loss reserves                                            163,036            106,950
                              Preopening and organization expenses                           79,541            109,368
                              Net operating loss carryforward                                     -             31,364
                              Securities available-for-sale                                 109,964                535
                              Other                                                          28,322              6,581
                                                                                           ---------------    ---------------
                                                                                            380,863            254,798


                              Valuation allowance                                           (83,633)          (228,432)
                                                                                           ---------------    ---------------

                                                                                            297,230             26,366
                                                                                           ---------------    ---------------
                              Deferred tax liabilities; depreciation                         42,849             26,366
                                                                                           ---------------    ---------------
                              Net deferred tax aspects                                     $254,381           $ 26,366
                                                                                           ===============    ===============
</TABLE>



                                       40
<PAGE>





                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





NOTE 10. EARNINGS (LOSSES) PER COMMON SHARE

                  The  following is a  reconciliation  of net income  (loss) and
                  weighted-average  shares outstanding used in determining basic
                  and diluted earnings (losses) per common share:

<TABLE>
<CAPTION>
                                                                          Year Ended December 31, 1999
                                                                  ----------------------------------------------------------
                                                                  Net                Weighted-Average        Per Share
                                                                  Income             Shares                      Amount
                                                                  ---------------    --------------------    ---------------

                      <S>                                        <C>                  <C>                   <C>
                         Basic earnings per common share             $ 438,817            758,458               $ 0.58
                         Effect of Dilutive Securities
                         Stock options                                       -                  -                    -
                                                                  ---------------    --------------------    ---------------
                          Diluted earnings per common share          $ 438,817            758,458               $ 0.58
                                                                  ===============    ====================    ===============

                                                                                Year Ended December 31, 1998
                                                                  ----------------------------------------------------------
                                                                  Net                Weighted-Average        Per Share
                                                                  Loss               Shares                      Amount
                                                                  ---------------    --------------------    ---------------

                      Basic losses per common share               $ (242,742)          758,458               $ (0.32)
                      Effect of Dilutive Securities
                          Stock options                                    -                 -                     -
                                                                  ---------------    --------------------    ---------------
                      Diluted losses per common share             $ (242,742)          758,458               $ (0.32)
                                                                  ===============    ====================    ===============
</TABLE>

                  Because the exercise  price of the stock  options  approximate
                  the fair  value  of the  Company's  common  stock,  the  stock
                  options have no dilutive effect.


NOTE 11. COMMITMENTS AND CONTINGENT LIABILITIES

                  In the normal course of business, the Company has entered into
                  off-balance-sheet   financial   instruments   which   are  not
                  reflected  in  the  financial   statements.   These  financial
                  instruments  include  commitments to extend credit and standby
                  letters of credit. Such financial  instruments are included in
                  the  financial  statements  when  funds are  disbursed  or the
                  instruments  become payable.  These  instruments  involve,  to
                  varying  degrees,  elements  of  credit  risk in excess of the
                  amount recognized in the balance sheet.

                                       41
<PAGE>





                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





NOTE 11. COMMITMENTS AND CONTINGENT LIABILITIES

                  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.
                  A summary of the Company's commitments is as follows:

<TABLE>
<CAPTION>
                                                                                                  December 31,
                                                                                        ----------------------------------
                                                                                           1999              1998
                                                                                        ---------------    ---------------

                        <S>                                                             <C>                <C>
                        Commitments to extend credit                                    $ 8,531,000        $ 5,842,000
                        Standby letters of credit                                            55,000              2,500
                                                                                        ---------------    ---------------
                                                                                        $ 8,586,000        $ 5,844,500
                                                                                        ===============    ===============
</TABLE>

                  Commitments to extend credit  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 credit
                  risk  involved  in  issuing  these  financial  instruments  is
                  essentially  the same as that  involved in extending  loans to
                  customers.    The   Company    evaluates    each    customer's
                  creditworthiness  on  a  case-by-case  basis.  The  amount  of
                  collateral  obtained,  if deemed necessary by the Company upon
                  extension  of  credit,   is  based  on   management's   credit
                  evaluation  of the  customer.  Collateral  held varies but may
                  include real estate and improvements,  marketable  securities,
                  accounts  receivable,   inventory,   equipment,  and  personal
                  property.

                  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  loan  facilities to customers.
                  Collateral  held varies as specified  above and is required in
                  instances which the Company deems necessary.

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

                                       42
<PAGE>





                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





NOTE 12. CONCENTRATIONS OF CREDIT

                  The Company originates primarily commercial,  residential, 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.

                  Eighty-four   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.

                  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 the lesser of statutory capital or net assets
                  as defined, or approximately $1,604,000.


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, 1999, no dividends 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  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. The
                  capital  amounts  and   classification  are  also  subject  to
                  qualitative judgments by the regulators about components, risk
                  weightings,   and  other  factors.  Prompt  correction  action
                  provisions are not applicable to bank holding companies.

                  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 and of Tier I capital to average assets.
                  Management believes,  as of December 31, 1999, the Company and
                  the Bank met all capital  adequacy  requirements to which they
                  are subject.

                                       43
<PAGE>





                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





NOTE 13.REGULATORY MATTERS (Continued)

                  As of December 31, 1999, 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.
<TABLE>
<CAPTION>
                                                                                                            To Be Well
                                                                                For Capital            Capitalized Under
                                                                                Adequacy                 Prompt Corrective
                                                     Actual                     Purposes                 Action Provisions
                                                     -------------------------  ---------------------  -----------------------
                                                     Amount         Ratio       Amount        Ratio    Amount         Ratio
                                                     -------------  ----------  -----------   -------  -------------  -------
                                                                              (Dollars in Thousands)
                                                     -------------------------------------------------------------------------
         <S>                                             <C>            <C>         <C>           <C>
         December 31, 1999:
         Total Capital to Risk Weighted Assets:
             Consolidated                                $ 7,899        16.81%       $3,760      8%        $ N/A          N/A
             Bank                                        $ 7,006        14.91%       $3,760      8%        $ 4,699        10%
             Tier I Capital to Risk Weighted Assets:
             Consolidated                                $ 7,311        15.56%       $1,880      4%        $ N/A          N/A
             Bank                                        $ 6,418        13.66%       $1,880      4%        $ 2,820        6%
             Tier I Capital to Average Assets:
             Consolidated                                $ 7,311        13.68%       $2,139      4%        $ N/A          N/A
             Bank                                        $ 6,418        12.01%       $2,139      4%        $ 2,673        5%

         December 31, 1998:
         Total Capital to Risk Weighted Assets:
             Consolidated                                $ 7,243        24.40%       $2,375      8%        $ N/A          N/A
             Bank                                        $ 6,306        21.24%       $2,375      8%        $ 2,969        10%
             Tier I Capital to Risk Weighted Assets:
             Consolidated                                $ 6,871        23.15%       $1,188      4%        $ N/A          N/A
             Bank                                        $ 5,934        19.99%       $1,188      4%        $ 1,781        6%
             Tier I Capital to Average Assets:
             Consolidated                                $ 6,871        20.74%       $1,326      4%        $ N/A          N/A
             Bank                                        $ 5,934        17.91%       $1,326      4%        $ 1,657        5%
</TABLE>


                                       44
<PAGE>





                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





NOTE 14. FAIR VALUE OF FINANCIAL INSTRUMENTS

                  The following methods and assumptions were used by the Company
                  in  estimating  its  fair  value   disclosures  for  financial
                  instruments.  In cases  where  quoted  market  prices  are not
                  available, fair values are based on estimates using discounted
                  cash flow models.  Those models are significantly  affected by
                  the  assumptions  used,   including  the  discount  rates  and
                  estimates of future cash flows.  In that  regard,  the derived
                  fair value estimates  cannot be substantiated by comparison to
                  independent  markets and, in many cases, could not be realized
                  in  immediate  settlement  of  the  instrument.   The  use  of
                  different  methodologies  may have a  material  effect  on the
                  estimated fair value amounts.  Also, the fair value  estimates
                  presented herein are based on pertinent  information available
                  to management  as of December 31, 1999 and 1998.  Such amounts
                  have  not  been  revalued  for  purposes  of  these  financial
                  statements since those dates and, therefore, current estimates
                  of fair  value  may  differ  significantly  from  the  amounts
                  presented herein.

Cash, Due From Banks, and Federal Funds Sold:

                     The carrying  amounts of cash, due from banks,  and Federal
                     funds sold approximate their fair value.

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:

                     For variable-rate loans that reprice frequently and have no
                     significant change in credit risk, fair values are based on
                     carrying  values.  For other  loans,  the fair  values  are
                     estimated using discounted cash flow models,  using current
                     market  interest rates offered for loans with similar terms
                     to borrowers  of similar  credit  quality.  Fair values for
                     impaired  loans are estimated  using  discounted  cash flow
                     models  or  based  on the  fair  value  of  the  underlying
                     collateral.

Deposits:

                     The carrying amounts of demand deposits,  savings deposits,
                     and variable-rate certificates of deposit approximate their
                     fair values.  Fair values for  fixed-rate  certificates  of
                     deposit are estimated  using  discounted  cash flow models,
                     using current market interest rates offered on certificates
                     with similar remaining maturities.

                                       45
<PAGE>





                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





NOTE 14. FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

Other Borrowings:

                     The  fair  values  of  the   Company's   other   borrowings
approximate their fair values.

Accrued Interest:

                     The carrying amounts of accrued interest  approximate their
fair values.

Off-Balance Sheet Instruments:

                     The  fair   values  of  the   Company's   off-balance-sheet
                     financial  instruments  are based on fees  charged to enter
                     into similar  agreements.  However,  commitments  to extend
                     credit and  standby  letters of credit do not  represent  a
                     significant value to the Company until such commitments are
                     funded.  The Company has determined that these  instruments
                     do not have a distinguishable  fair value and no fair value
                     has been assigned.

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

<TABLE>
<CAPTION>
                                                        December 31, 1999                           December 31, 1998
                                                        ----------------------------------   ---------------------------------
                                                           Carrying             Fair            Carrying            Fair
                                                            Amount             Value             Amount            Value
                                                        ----------------   ---------------   ---------------   ---------------

                     <S>                                <C>                <C>               <C>               <C>
                     Financial assets:
                         Cash, due from banks,
                           and Federal funds sold        $ 5,128,965         $ 5,128,965        $ 4,085,969       $ 4,085,969
                         Securities available-for-sale     7,795,960           7,795,960          5,565,028         5,565,028
                         Loans held for sale                  83,889              83,889            251,605           251,605
                         Loans                            39,725,765          40,180,134         23,880,734        24,329,634
                         Accrued interest receivable         369,281             369,281            255,834           255,834

                         Financial liabilities:
                         Deposits                         48,186,021          48,285,066         29,321,903        29,391,929
                         Other borrowings                  1,764,714           1,764,714             22,241            22,241
                         Accrued interest payable            181,935             181,935             81,682            81,682
</TABLE>



                                       46
<PAGE>





                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





NOTE 15.SUPPLEMENTAL FINANCIAL DATA

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

<TABLE>
<CAPTION>
                                                                                            Years Ended December 31,
                                                                                         --------------------------------
                                                                                              1999             1998
                                                                                         ---------------  ---------------
               <S>                                                                       <C>               <C>
               Other income:
                  ATM fee income                                                         $   54,366          45,519
               Other expense:
                  Stationery and office supplies                                             66,129          43,530
                  Legal and professional                                                     72,048          75,557
                  Data processing                                                           127,262          58,047
                  Advertising                                                                47,571          37,426
                  ATM processing                                                             39,278          16,668
</TABLE>


NOTE 16.PARENT COMPANY FINANCIAL INFORMATION

                  The  following  information  presents  the  condensed  balance
                  sheets,  statements  of  operations,  and cash  flows of First
                  Georgia Community Corp. as of and for the years ended December
                  31, 1999 and 1998:


                            CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                             1999                1998
                                                                                          ---------------    ----------------
                      Assets
                      <S>                                                                 <C>                <C>
                        Cash                                                              $   907,469          $  936,917
                        Investment in subsidiary                                            6,204,416           5,932,885
                                                                                          ---------------    ----------------
                            Total assets                                                  $ 7,111,885        $  6,869,802
                                                                                          ===============    ================
                      Liabilities, other                                                  $    15,150        $          -
                      Stockholders' equity                                                  7,096,735           6,869,802
                                                                                          ---------------    ----------------
                           Total liabilities and stockholders' equity                     $ 7,111,885        $  6,869,802
                                                                                          ===============    ================
</TABLE>


                                       47
<PAGE>





                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





NOTE 16.PARENT COMPANY FINANCIAL INFORMATION (Continued)


                       CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                                             1999                1998
                                                                                          ---------------    ----------------
                      <S>                                                                 <C>                <C>
                      Expenses
                            Salaries and employee benefits                               $  13,200             $      -
                            Write-off of organization costs                                     -                17,629
                            Other expenses                                                  31,398               12,443
                                                                                          ---------------    ----------------
                                Total expenses                                              44,598               30,072
                                                                                          ---------------    ----------------
                                Loss before equity in undistributed
                                   income (loss) of subsidiary                             (44,598)             (30,072)

                                Equity in undistributed income (loss) of subsidiary        483,415             (212,670)
                                                                                          ---------------    ----------------
                                Net income (loss)                                         $438,817            $(242,742)
                                                                                          ===============    ================
</TABLE>



                                       48
<PAGE>





                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





NOTE 16.PARENT COMPANY FINANCIAL INFORMATION (Continued)


                       CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                             1999               1998
                                                                                          ---------------   ----------------

                      <S>                                                                <C>                <C>
                      OPERATING ACTIVITIES
                             Net income (loss)                                           $  438,817         $  (242,742)
                             Adjustments to reconcile net income (loss) to net
                                cash used in operating activities:
                                Write-off of organization costs                                   -              17,629
                                Undistributed (income) loss of subsidiary                  (483,415)            212,670
                                Other operating activities                                   15,150                   -
                                                                                          ---------------   ----------------
                                           Net cash used in operating activities            (29,448)            (12,443)
                                                                                          ---------------   ----------------
                                 Net decrease in cash                                       (29,448)            (12,443)
                                 Cash at beginning of year                                  936,917             949,360
                                                                                          ---------------   ----------------
                                 Cash at end of year                                      $ 907,469         $   936,917
                                                                                          ===============   ================
</TABLE>

                                       49
<PAGE>


                                                             EXHIBIT 13.2


                      Management's Discussion and Analysis
                of Financial Condition and Results of Operations

The  following  is a discussion  of the  financial  condition  of First  Georgia
Community Corp. (FGC) and its bank subsidiary,  First Georgia Community Bank, at
December  31,  1999 and 1998 and the  results of  operations  for the years then
ended.  The purpose of this  discussion is to focus on  information  about FGC's
financial  condition and results of operations which are not otherwise  apparent
from the audited consolidated financial statements.  Reference should be made to
those  statements and the selected  financial  data presented  elsewhere in this
report for an understanding of the following discussion and analysis.

Forward-Looking Statements

FGC may from  time to time  make  written  or oral  forward-looking  statements,
including statements contained in FGC's filings with the Securities and Exchange
Commission  and its  reports  to  stockholders.  Statements  made in the  Annual
Report, other than those concerning historical information, should be considered
forward-looking   and  subject  to  various   risks  and   uncertainties.   Such
forward-looking  statements are made based 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. FGC's 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  FGC's  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.  FGC  cautions  that such  factors are not
exclusive.  FGC does not undertake to update any forward-looking  statement that
may be made from time to time by, or on behalf of, FGC.

Overview

FGC's 1999 results were  highlighted  by the reporting of net income of $439,000
in its second full year of operations and recouping over 50% of operating losses
incurred  through 1998. FGC had significant loan and deposit growth not uncommon
for a de  novo  bank.  This  growth  provided  a base  for  the  first  year  of
profitability of FGC.






                                       50
<PAGE>




Financial Condition at December 31, 1999 and 1998

Following is a summary of FGC's balance sheets for the years indicated:

<TABLE>
<CAPTION>
                                                                                           December 31,
                                                                                    1999                1998
                                                                                      (Dollars in Thousands)

<S>                                                                               <C>                <C>
Cash and due from banks                                                           $       2,739      $          676
Federal funds sold                                                                        2,390               3,410
Securities                                                                                7,796               5,565
Loans                                                                                    39,726              23,881
Loans held for sale                                                                          84                 251
Premises and equipment                                                                    2,196               2,242
Other assets                                                                              2,403                 326
                                                                                          -----            --------

                                                                                  $      57,334      $       36,351
                                                                                         ======              ======


Total deposits                                                                    $      48,186      $       29,322
Other borrowings                                                                          1,765                  22
Other liabilities                                                                           286                 137
Stockholders' equity                                                                      7,097               6,870
                                                                                         ------             -------

                                                                                  $      57,334      $       36,351
                                                                                         ======              ======
</TABLE>

                Financial Condition at December 31, 1999 and 1998

As of December 31, 1999, FGC had total assets of $57.3  million,  an increase of
58% over total  assets as of December 31, 1998.  Total  interest-earning  assets
were $50 million at December  31, 1999 or 87.20% of total  assets as compared to
91.08% at December 31, 1998. This percentage decrease in interest-earning assets
is due in part to FGC's buildup of cash  reserves in  connection  with Year 2000
preparedness.  FGC's primary  interest-earning  assets at December 31, 1999 were
loans,  which made up 79.63% of total  interest-earning  assets as  compared  to
72.89% at December 31, 1998.  FGC's loan to deposit ratio was 82.62% as compared
to 82.30% at December 31, 1998.  Deposit  growth of $18.9  million has been used
primarily  to fund loan growth of $15.7  million.  Other  assets  increased  due
primarily  to the  purchase  of life  insurance  policies  in the amount of $1.7
million which will be used to fund deferred  compensation  plans established for
FGC's directors and executive officers.

FGC's  investment  portfolio,  consisting of U.S.  Agency  securities and equity
securities,  amounted to $7.8 million at December 31, 1999. Unrealized losses on
securities  amounted  to  $323,000  at December  31,  1999.  Management  has not
specifically  identified any securities for sale in future periods which,  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.


                                       51
<PAGE>




FGC has 84% of its loan portfolio collateralized by real estate located in FGC's
primary market area of Butts County and surrounding counties.  FGC's real estate
mortgage and construction  portfolio consists of loans  collateralized by one to
four-family  residential  properties (23%),  construction  loans to build one to
four-family   residential   properties  (49%),  and  nonresidential   properties
consisting  primarily  of  small  business  commercial   properties  (28%).  FGC
generally  requires  that  loans  collateralized  by real  estate not exceed the
collateral values by the following percentages for each type of real estate loan
as follows.

<TABLE>
              <S>                                                                                          <C>
              One to four-family residential properties                                                    90%
              Construction loans on one to four-family residential properties                              90%
              Nonresidential property                                                                      85%
</TABLE>

FGC's remaining 16% of its loan portfolio consists of commercial,  consumer, and
other loans. FGC requires collateral commensurate with the repayment ability and
creditworthiness of the borrower.

The specific  economic and credit risks  associated  with FGC's 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 FGC's 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 FGC's market area are stable with no indications of a significant downturn in
the general economy.

FGC attempts to reduce these  economic and credit risks not only by adherence to
loan to value guidelines,  but also by investigating the creditworthiness of the
borrower and monitoring the borrower's financial position. Also, FGC establishes
and  periodically  reviews its lending  policies and  procedures.  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 other needs of
FGC.  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.



                                       52
<PAGE>
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. FGC attempts to price its
deposits to meet its  asset/liability  objectives  consistent  with local market
conditions.

The  liquidity  and capital  resources  of the Bank are  monitored on a periodic
basis  by  State  and  Federal  regulatory  authorities.   As  determined  under
guidelines  established by those regulatory authorities and internal policy, the
Bank's liquidity was considered satisfactory.

At December 31, 1999,  FGC had loan  commitments  outstanding  of $8.5  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,  the Bank has the ability on a
short-term  basis to borrow and  purchase  Federal  funds  from other  financial
institutions.  At  December  31,  1999,  the Bank has  arrangements  with  three
commercial banks for short-term advances of $3,500,000.

At December  31,  1999,  FGC's and the Bank's  capital  ratios  were  considered
adequate based on regulatory minimum capital  requirements.  FGC's stockholders'
equity  increased  due to net income in 1999 of  $439,000.  FGC's  stockholders'
equity   decreased  due  to  the  decrease  in  the  fair  value  of  securities
available-for-sale,  net of tax,  in the  amount  of  $212,000.  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 FGC will be the payment
of dividends by its subsidiary Bank. Banking regulations limit the amount of the
dividends  that may be paid  without  prior  approval  of the Bank's  regulatory
agency.  Currently,  no  dividends  can be  paid  by  the  Bank  to FGC  without
regulatory approval.

The minimum capital  requirements to be considered well capitalized under prompt
corrective  action provisions and the actual capital ratios for FGC and the Bank
as of December 31, 1999 are as follows:

<TABLE>
<CAPTION>
                                                                                            Actual

                                                                                                        Regulatory
                                                                      FGC               Bank           Requirements
     <S>                                                              <C>               <C>            <C>
     Leverage capital ratio                                           13.68%            12.01%            5.00%
     Risk-based capital ratios:
        Core capital                                                  15.56             13.66             6.00
        Total capital                                                 16.81             14.91            10.00
</TABLE>
At December 31, 1999, FGC had no material commitments for capital expenditures.



                                       53
<PAGE>
These ratios should decline as asset growth continues,  but will still remain in
excess of the regulatory minimum requirements.  Anticipated future earnings will
also assist in keeping these ratios at satisfactory levels.

Management  believes that its  liquidity and capital  resources are adequate and
will meet its foreseeable short and long-term needs. Management anticipates that
it will have sufficient  funds available to meet current loan commitments and to
fund or  refinance,  on a timely  basis,  its  other  material  commitments  and
liabilities.

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

Effects of Inflation

The  impact of  inflation  on banks  differs  from its  impact on  non-financial
institutions.  Banks,  as  financial  intermediaries,   have  assets  which  are
primarily  monetary  in nature  and which  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.   FGC,  through  its  asset-liability
committee,  attempts 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 FGC's interest rate sensitive  assets and
liabilities, see the "Asset/Liability Management" section.

Results of Operations For The Years Ended December 31, 1999 and 1998

Following is a summary of FGC's operations for the years indicated.
<TABLE>
<CAPTION>

                                                                                   Years Ended December 31,
                                                                                   1999                   1998
                                                                                    (Dollars in Thousands)

<S>                                                                        <C>                          <C>
Interest income                                                            $       3,614                $     2,072
Interest expense                                                                   1,669                        781
Net interest income                                                                1,945                      1,291
Provision for loan losses                                                            197                        385
Other income                                                                         280                        193
Other expenses                                                                     1,589                      1,342
Pretax income (loss)                                                                 439                       (243)
Income taxes                                                                           -                          -
Net income (loss)                                                                    439                       (243)
Net Interest Income
</TABLE>

FGC's results of operations are determined by its ability to effectively  manage
interest income and

                                       54
<PAGE>
expense,  to minimize  loan and  investment  losses,  to  generate  non-interest
income, and to control operating  expenses.  Since interest rates are determined
by market  forces  and  economic  conditions  beyond the  control of FGC,  FGC's
ability to generate net interest  income is dependent upon its ability to obtain
an  adequate  net  interest  spread  between  the rate paid on  interest-bearing
liabilities and the rate earned on interest-earning assets.

The net yield on average  interest-earning  assets was 4.60% in 1999 as compared
to 5.52% in 1998.  Average loans  increased by $15.5 million which accounted for
the  majority  of a $18.9  million  increase in total  average  interest-earning
assets.  Average  interest-bearing  liabilities  increased by $18.0 million with
average  interest-bearing  demand  and  time  deposits  accounting  for the vast
majority of this increase.  The rate earned on average  interest-earning  assets
decreased  to  8.54% in 1999  from  8.86% in  1998.  The  rate  paid on  average
interest-bearing liabilities was 4.93% for both 1999 and 1998.

The net yield on average  interest-earning  assets was 5.52% in 1998 as compared
to 6.19% in 1997.  Average loans  increased by $14.9 million which accounted for
the  majority  of a $20.5  million  increase in total  average  interest-earning
assets.  Average  interest-bearing  liabilities  increased by $14.7 million with
average  interest-bearing  demand  and  time  deposits  accounting  for the vast
majority of this increase.  The rate earned on average  interest-earning  assets
increased  to  8.86% in 1998  from  7.77% in  1997.  The  rate  paid on  average
interest-bearing liabilities was 4.93% in 1998 and 4.21% in 1997.

Provision for Loan Losses

The  provision  for loan losses was  $197,000 in 1999 as compared to $385,000 in
1998.  The amounts  provided were due primarily to the growth of the  portfolio.
Based upon management's  evaluation of the loan portfolio,  management  believes
the reserve for loan losses to be adequate to absorb possible losses on existing
loans that may become  uncollectible.  This  evaluation  considers  past due and
classified loans,  underlying collateral values, and current economic conditions
which may affect the  borrower's  ability to repay.  As of December 31, 1999 and
1998, FGC has no nonperforming loans or assets. The allowance for loan losses as
a  percentage  of total loans at December 31, 1999 and 1998 was 1.53% and 1.78%,
respectively.

Other Income

Other  income  consists  of  service  charges  on  deposit  accounts  and  other
miscellaneous  revenues and fees. Other operating income was $280,000 in 1999 as
compared  to $193,000 in 1998,  an  increase  of  $87,000.  The  increase is due
primarily to a $51,000  increase in service  charges on deposit  accounts and to
the  recognition  of income  of  $20,000  related  to the  increase  in the cash
surrender value of life insurance policies.

Other income was  $193,000 in 1998 as compared to $31,000 in 1997.  The increase
is due to FGC being open for an entire year versus only four months in 1997.


                                       55
<PAGE>
Other Expenses

Other  expenses  were  $1,589,000  in 1999 as compared to $1,342,000 in 1998, an
increase of $247,000.  Salaries and employee benefits  increased by $109,000 due
to an increase in the number of employees and normal salary increases. Equipment
and occupancy expenses increased by $48,000 due primarily to increased equipment
depreciation  and  maintenance  costs  of  $43,000.   Other  operating  expenses
increased by $90,000 due  primarily to increased  data/ATM  processing  costs of
$92,000,  stationery and office supplies of $23,000, and decreased  organization
costs of $65,000.

Other  expenses for 1998 consist of salaries and employee  benefits  ($634,000),
equipment  and  occupancy  expenses  ($189,000),  and other  operating  expenses
($519,000).  The  increases  over  1997  ($283,000  for  salaries  and  employee
benefits, $119,000 for equipment and occupancy, and $312,000 for other operating
expenses)  are due  primarily  to FGC being open for an entire  year versus only
four months in 1997 and the growth of the Bank.  FGC also adopted SOP 98-5 which
required the write-off of $65,000 of organization costs.

Income Tax

FGC had no income  tax  expense  in 1999 due  primarily  to the  recognition  of
deferred tax assets  previously  accorded a valuation  allowance.  No income tax
expense was recognized in 1998 due to a pre-tax operating loss of $243,000.

Asset/Liability Management

It  is  FGC's   objective  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.  Certain
officers  are  charged  with the  responsibility  for  monitoring  policies  and
procedures   that  are  designed  to  ensure   acceptable   composition  of  the
asset/liability mix. It is the overall philosophy of management to support asset
growth primarily through growth of core deposits of all categories made by local
individuals, partnerships, and corporations.

FGC's  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 Board of Directors of the Bank
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 adversely affect net interest  income,  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

                                       56
<PAGE>
gap would tend to result in an increase in net interest income, while a positive
gap would tend to  adversely  affect net  interest  income.  If FGC's 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,  FGC also  evaluates  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") which 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 FGC's  liquidity  position.  FGC currently
prices 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 which would  negatively  affect  FGC's  liquidity
position.

At December 31, 1999,  FGC's cumulative one year interest  rate-sensitivity  gap
ratio was 67%. FGC's  targeted  ratio is 80% to 120% in this time horizon.  This
indicates  that FGC's  interest-bearing  liabilities  will  reprice  during this
period at a rate faster than FGC's interest-earning assets. FGC is currently not
within its targeted  parameters due primarily to 71% of  certificates of deposit
repricing  within a one year time frame as opposed to 43% of loan and securities
repricing  within a one year time  frame.  FGC has  approximately  $5 million of
interest-bearing demand deposits which management considers to be core deposits,
and therefore not interest rate sensitive.  Adjusting for these deposits,  FGC's
cumulative one year interest rate-sensitive gap ratio would be 79%. FGC believes
that competitive market rates are being paid for certificates of deposit, and as
long  as the  rates  remain  competitive,  liquidity  should  not be  materially
adversely affected.

The  following  table  sets forth the  distribution  of the  repricing  of FGC's
interest-earning  assets and  interest-bearing  liabilities  as of December  31,
1999,   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 earning assets and 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 since
the  repricing of various  categories  of assets and  liabilities  is subject to
competitive  pressures and the needs of FGC's  customers.  In addition,  various


                                       57
<PAGE>
assets and  liabilities  indicated  as  repricing  within the same period may in
fact, reprice at different times within such period and at different rates.


<TABLE>
<CAPTION>
                                                                  After             After
                                                                  Three              One
                                                                  Months            Year but
                                                 Within            but             Within             After
                                                  Three           Within            Five              Five
                                                 Months          One Year           Years             Years          Total
                                                                         (Dollars in Thousands)

<S>                                              <C>             <C>               <C>                <C>            <C>
Interest-earning assets:
     Federal funds sold                          $ 2,390          $      --         $      --         $    --         $  2,390
     Securities                                      109                 --             6,277           1,410            7,796
     Loans                                        18,704              2,164            18,641             921            40,346
                                                  ------              -----            ------          ------            ------

                                                  21,203             2,164            24,918           2,331            50,532
                                                  ------             -----            ------           -----            ------

Interest-bearing liabilities:
     Interest-bearing demand
          deposits                                15,054                --                --              --           15,054
     Savings                                         884                --                --              --              884
     Certificates of deposit                       5,496            13,246             7,685              --            26,427
     Other borrowings                                  8                 7             1,750              --            1,765
                                                  ------            ------             -----           -----           ------
                                                  21,442            13,253             9,435              --           44,130
                                                  ------            ------             -----         -------           -------

Interest rate sensitivity gap                     $ (239)         $(11,089)          $15,483         $2,331         $  6,486
                                                  ========         ========           ======         =======        ========
Cumulative interest rate
     sensitivity gap                              $ (239)         $(11,328)          $ 4,155         $ 6,486
                                                 ========          ========          =======         =======
Interest rate sensitivity
     gap ratio                                       .99               .16              2.64              --
                                                 ========          ========          ========        =======
Cumulative interest rate
     sensitivity gap ratio                           .99               .67              1.09            1.15
                                                 ========          =========         ========        =======
</TABLE>

Year 2000 Disclosures

Based  on a  review  of  FGC's  business  since  January  1,  2000,  FGC has not
experienced any material effects of the Year 2000 problem.  Although FGC has not
been informed of any material risks  associated  with the Year 2000 problem from
third  parties,  there can be no assurance  that FGC will not be impacted in the
future.  FGC will  continuously  monitor its business  applications and maintain
contact with its third party  vendors and key  business  partners to resolve any
Year 2000  problems that may arise in the future.  The costs  incurred by FGC to
address Year 2000 issues were approximately $51,000.



                                       58
<PAGE>
               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: the distribution of
assets,  liabilities  and  stockholders'  equity  of  FGC,  the  interest  rates
experienced by FGC; the investment  portfolio of FGC; the loan portfolio of FGC,
including types of loans,  maturities,  and sensitivities of loans to changes in
interest rates and information on nonperforming  loans; summary of the loan loss
experience and reserves for loan losses of FGC; types of deposits of FGC and the
return on equity and assets for FGC.









                                       59
<PAGE>
                    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)

<TABLE>
<CAPTION>
                                                                          Years Ended December 31,
                                                                       1999                      1998
                                                                           (Dollars in Thousands)
                   ASSETS

     <S>                                                              <C>                       <C>
     Cash and due from banks                                          $      1,852              $    1,120
     Taxable securities                                                      7,576                   3,596
     Securities valuation account                                             (143)                      5
     Federal funds sold                                                      3,251                   3,793
     Loans (2)                                                              31,464                  15,999
     Reserve for loan losses                                                  (528)                   (252)
     Other assets                                                            2,933                   2,487
                                                                           -------                  ------
                                                                      $     46,405              $   26,748
                                                                            ======                  ======

     Total interest-earning assets                                    $     42,291              $   23,388
                                                                            ======                  ======

          LIABILITIES AND STOCKHOLDERS' EQUITY

     Deposits:
          Noninterest-bearing demand                                  $      5,379              $    3,847
          Interest-bearing demand                                           12,691                   8,614
          Savings                                                              922                     657
          Time                                                              19,548                   6,531
                                                                            ------                 -------
                   Total deposits                                     $     38,540              $   19,649

          Other borrowings                                                     693                      26
          Other liabilities                                                    258                     106
                                                                          --------                 -------
                   Total liabilities                                        39,491                  19,781
                                                                            ------                  ------
          Stockholders' equity                                               6,914                   6,967
                                                                             -----                 -------
                                                                      $     46,405              $   26,748
                                                                            ======                  ======

          Total interest-bearing liabilities                          $     33,854              $   15,828
                                                                            ======                  ======
</TABLE>
[FN]
(1)  For each category, average balances were determined using the daily average
     balances during the year.
(2)  There were no nonaccrual loans included in average loans for 1999 or 1998.
</FN>




                                       60
<PAGE>
Interest Income and Interest Expense

The following  tables set forth the amount of FGC's 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.

<TABLE>
<CAPTION>
                                                                         Years Ended December 31,
                                                                   1999                          1998
                                                                          Average                        Average
                                                          Interest         Rate            Interest       Rate
                                                                         (Dollars in Thousands)

     <S>                                                  <C>              <C>            <C>              <C>
     INTEREST INCOME:
          Interest and fees on loans (1)                  $  3,015          9.58%         $   1,642         10.26%
          Interest on taxable securities                       436          5.75                219          6.10
          Interest on Federal funds sold                       163          5.03                211          5.55
                                                             -----                           ------
          Total interest income                           $  3,614          8.54          $   2,072          8.86
                                                             -----                            -----

     INTEREST EXPENSE:
          Interest on interest-bearing
            demand deposits                               $    535          4.21          $     380          4.41
          Interest on savings deposits                          24          2.70                 19          2.92
          Interest on time deposits                          1,066          5.45                381          5.82
          Interest on other borrowings                          44          6.32                  1          4.80
                                                           -------                          -------
          Total interest expense                             1,669          4.93                781          4.93
                                                             -----                             ----

     NET INTEREST INCOME                                  $  1,945                        $   1,291
                                                             =====                            =====

          Net interest spread                                               3.61%                            3.93%
                                                                            ====                             ====
          Net yield on average interest-earning assets                      4.60%                            5.52%
                                                                            ====                             ====
</TABLE>
[FN]
(1)  Interest and fees on loans includes $310,000 an $215,000 of loan fee income
     for the years ended December 31, 1999 and 1998, respectively.  There was no
     interest income recognized on nonaccrual loans during 1999 or 1998.
</FN>


                                       61
<PAGE>
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 FGC's 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.

<TABLE>
<CAPTION>
                                                                              Years Ended December 31,
                                                                                    1999 vs. 1998
                                                                                   Changes Due To:
                                                                                                      Increase
                                                                          Rate        Volume         (Decrease)
                                                                               (Dollars in Thousands)
     <S>                                                          <C>            <C>              <C>
     Increase (decrease) in:
          Income from interest-earning assets:
          Interest and fees on loans                               $      (115)   $    1,488       $     1,373
          Interest on taxable securities                                   (14)          231               217
          Interest on Federal funds sold                                   (19)          (29)              (48)
                                                                         ------       -------          --------
                   Total interest income                                  (148)        1,690             1,542
                                                                          -----        -----             -----
          Expense from interest-bearing liabilities:
          Interest on interest-bearing
                   demand deposits                                         (18)          173               155
          Interest on savings deposits                                      (2)            7                 5
          Interest on time deposits                                        (25)          710               685
          Interest on other borrowings                                       1            42                43
                                                                          ----       -------          --------
                   Total interest expense                                  (44)          932               888
                                                                          -----        -----             -----

                   Net interest income                             $      (104)   $      758       $       654
                                                                          =====        =====             =====
</TABLE>





                                       62
<PAGE>
                              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:

<TABLE>
<CAPTION>
                                                                                       December 31,
                                                                           1999                           1998
                                                                                  (Dollars in Thousands)

     <S>                                                              <C>                           <C>
     U.S. Government agencies                                                 $7,687                 $       5,516
     Equity securities                                                           109                            49
                                                                              ------                        -------
                                                                       $       7,796                 $        5,565
                                                                               =====                          =====
</TABLE>

Maturities

The amounts of  securities in each category as of December 31, 1999 are shown in
the following table according to contractual  maturity  classifications  (1) one
year or less,  (2) after one year  through  five  years,  (3) after  five  years
through ten years and (4) after ten years. Equity securities are not included in
the table because they have no contractual maturity.

<TABLE>
<CAPTION>
                                                                               After one year            After five years
                                                   One year or less           through five years         through ten years
                                                  Amount      Yield (1)      Amount     Yield (1)        Amount      Yield (1)
<S>                                               <C>         <C>            <C>        <C>              <C>         <C>
U.S. Government
  agencies                                       $        --       -%       $    6,277      5.81%      $   1,410      6.20%
                                                      ======                     =====                     =====

                                                     After ten years                        Total
                                                  Amount      Yield (1)       Amount      Yield (1)
U.S. Government
  agencies                                       $        --     -          $    7,687      5.88%
                                                    ========                     =====
</TABLE>
[FN]
(1)  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.  The weighted  average  yield for each maturity
     range was computed using the carrying value of each security in that range.
</FN>




                                       63
<PAGE>
                                 LOAN PORTFOLIO

Types of Loans

The  amount  of  loans  outstanding  at the  indicated  dates  are  shown in the
following table according to the type of loan.
<TABLE>
<CAPTION>
                                                                                  December 31,
                                                                         1999                      1998
                                                                             (Dollars in Thousands)

     <S>                                                                <C>                  <C>
     Commercial                                                         $   3,866            $      2,878
     Real estate-construction                                              16,555                   4,659
     Real estate-mortgage                                                  17,211                  14,919
     Consumer installment loans and other                                   2,714                   1,859
                                                                           -------                 -------
                                                                           40,346                  24,315
     Less allowance for loan losses                                          (620)                   (434)
                                                                          --------                --------
                   Net loans                                            $  39,726            $     23,881
                                                                        =========            ============
</TABLE>

Maturities and Sensitivities of Loans to Changes in Interest Rates

Total loans as of December 31, 1999 are shown in the following  table  according
to contractual maturity classifications (1) one year or less, (2) after one year
through five years, and (3) after five years.

<TABLE>
<CAPTION>
                                                                                           (Dollars in Thousands)

     <S>                                                                                    <C>
     Commercial
          One year or less                                                                   $        2,805
          After one year through five years                                                             911
          After five years                                                                              150
                                                                                                     ------
                                                                                                      3,866

     Construction
          One year or less                                                                   $       12,698
          After one year through five years                                                           3,645
          After five years                                                                              212
                                                                                                   --------
                                                                                                     16,555

     Other
          One year or less                                                                   $        7,016
          After one year through five years                                                          12,670
          After five years                                                                              239
                                                                                                   --------
                                                                                                     19,925

                                                                                             $       40,346
</TABLE>


                                       64
<PAGE>
The  following  table  summarizes  loans at December 31, 1999 with the due dates
after one year which have  predetermined  and  floating or  adjustable  interest
rates.

<TABLE>
                                                                                          (Dollars in Thousands)

          <S>                                                                             <C>
          Predetermined interest rates                                                      $    16,216
          Floating or adjustable interest rates                                                   1,611
                                                                                                -------
                                                                                            $    17,827
</TABLE>

Risk Elements

Information  with respect to  nonaccrual,  past due, and  restructured  loans at
December 31, 1999 and 1998 is as follows:

<TABLE>
<CAPTION>
                                                                                  December 31,
                                                                         1999                      1998
                                                                             (Dollars in Thousands)

     <S>                                                                <C>                       <C>
     Nonaccrual loans                                                    $       0                $      0
     Loans contractually past due ninety
          days or more as to interest or
          principal payments and still accruing                                  0                       0
     Restructured loans                                                          0                       0
     Loans, now current about which there are
          serious doubts as to the ability of the
          borrower to comply                with loan repayment terms            0                       0
     Interest income that would have been recorded
          on nonaccrual and restructured loans under
          original terms                                                         0                       0
     Interest income that was recorded on
          nonaccrual and restructured loans                                      0                       0
</TABLE>
It is the policy of the Bank to discontinue the accrual of interest income when,
in the opinion of management, collection of such interest becomes doubtful. This
status is accorded such  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 which 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 which causes management to have serious doubts as to
the ability of such borrowers to comply with the loan repayment terms.



                                       65
<PAGE>
                         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 and
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 period to average loans.

<TABLE>
<CAPTION>
                                                                                            Years Ended December 31,
                                                                                        1999                1998
                                                                                             (Dollars in Thousands)

         <S>                                                                         <C>                <C>
         Average amount of loans outstanding                                         $     31,464       $     15,999
                                                                                           ======             ======

         Balance of allowance for loan losses
              at beginning of year                                                   $        434       $         72
                                                                                          -------              -----

         Loans charged off
              Commercial and financial                                                         --                 --
              Real estate mortgage                                                             --                 14
              Instalment                                                                       13                  9
                                                                                          -------            -------
                                                                                               13                 23
                                                                                            -----             ------

         Loans recovered
              Commercial and financial                                                         --                 --
              Real estate mortgage                                                             --                 --
              Instalment                                                                        2                 --
                                                                                           ------            -------
                                                                                                2                 --
                                                                                           ------            -------

         Net charge-offs                                                                       11                 23
                                                                                            -----            -------

         Additions to allowance charged to operating
              expense during year                                                             197                385
                                                                                              ---              -----

         Balance of allowance for loan losses
              at end of year                                                         $        620       $        434
                                                                                             ====              =====

         Ratio of net loans charged off during the
         year to average loans outstanding                                                    0.03%           0.14%
                                                                                              ====            ====
</TABLE>

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.  Management's  evaluation of the loan portfolio  includes a
periodic review of loan loss experience,  current economic  conditions which may
affect the borrower's ability to pay and the underlying  collateral value of the
loans.


                                       66
<PAGE>
As of December  31, 1999 and 1998,  management  had made no  allocations  of its
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:

<TABLE>
<CAPTION>
                                                    December 31, 1999                      December 31, 1998
                                                        Percent of loans in                     Percent of loans in
                                                           each category                           each category
                                               Amount     to total loans              Amount      to total loans
                                                                     (Dollars in Thousands)

<S>                                              <C>        <C>                         <C>         <C>
Commercial                                       $124            9 %                      $87         12 %
Real estate - construction                         93           41                         65         19
Real estate - mortgage                            341           43                        239         61
Consumer installment
     loans and other                               62            7                         43          8
                                                 ----        -----                       ----       ----
                                                 $620          100 %                     $434       100 %
                                                  ===          ===                       ====       ====
</TABLE>







                                       67
<PAGE>
                                    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,  for the period of banking operations is presented
below.(1)


<TABLE>
<CAPTION>
                                                                    Years Ended December 31,
                                                        1999                                   1998
                                                Amount         Percent                 Amount          Percent
                                                                     (Dollars in Thousands)

<S>                                          <C>                <C>                  <C>             <C>
Noninterest-bearing demand deposits          $  5,379           -- %                 $    3,847       --  %
Interest-bearing demand deposits               12,691            4.21                     8,614       4.41
Savings deposits                                  922            2.70                       657       2.92
Time deposits                                  19,548            5.45                     6,531       5.82
                                               ------                                   -------
                                              $38,540                                   $19,649
                                               ======                                    ======
</TABLE>
[FN]
(1)  Average balances were determined using the dail average balances.
</FN>

The  amounts of time  certificates  of deposit  issued in amounts of $100,000 or
more as of December 31, 1999 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.

<TABLE>
<CAPTION>
                                                         (Dollars in Thousands)

     <S>                                                    <C>
     Three months or less                                   $ 2,055
     Over three months through six months                     1,283
     Over six through twelve months                           2,090
     Over twelve months                                       1,833
                                                            -------
              Total                                         $ 7,261
                                                            =======
</TABLE>

                  RETURN ON ASSETS AND STOCKHOLDERS' EQUITY y$

The following  rate of return  information  for the year  indicated is presented
below.
<TABLE>
<CAPTION>
                                               Years Ended December 31,
                                               1999               1998

     <S>                                       <C>                <C>
     Return on assets (1)                       0.95%              (0.91)%
     Return on equity (2)                       6.35               (3.48)
     Dividend payout ratio (3)                    --                  --
     Equity to assets ratio (4)                14.90               26.05
</TABLE>
[FN]
(1)  Net income (loss) divided by average total assets.
(2)  Net income (loss) divided by average equity.
(3)  Dividends declared per share of common stock divided by net loss per share.
(4)  Average common equity divided by average total assets.
</FN>
                                       68