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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.20549

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FORM 10-KSB

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(Mark One)

xAnnual report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

For fiscal year ended December 31, 2002

OR

oTransition report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ___________ to ____________

Commission file number 0-24153

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First Georgia Community Corp.

(Name of Small
Business Issuer in its Charter)

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| |  |  |  | 
| |  |  |  | 

| | Georgia(State or Other Jurisdiction ofIncorporation or Organization) |  | 58-2261088(I.R.S.EmployerIdentification No.) | 
| | -------------------------------------------------------------------- |  | -------------------------------------------- | 

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

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

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

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

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

Indicate by check mark whether the registrant : (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for past 90 days.

Yes x No o

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

The aggregate market value of the voting stock held by non-affiliates of the registrant at January 1, 2003 was
$8,885,350 based on recent private sales known to the registrant at a price of $19.00 per share. There is no established trading market for the registrants stock.

Number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date: 925,708 shares of Common Stock at March 17, 2003.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrants Annual Report to
Shareholders for the fiscal year ended December 31, 2002 are incorporated by reference into Part II.

Portions of the Registrants Proxy Statement for the
Annual Meeting of Shareholders, scheduled to be held on April 24, 2003, are incorporated by reference into Part III.

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PART I

ITEM
1.BUSINESS

Background

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

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

Business of the Issuer

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

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

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

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





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

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

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

Supervision and Regulation

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

The Company

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

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

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

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

merging or consolidating with any other bank holding company.

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

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

Under the Bank Holding Company Act, if adequately capitalized and adequately managed, the Company or any other bank holding company located in Georgia may purchase a bank located
outside of Georgia. Conversely, an adequately capitalized and adequately managed bank holding company located outside of Georgia may purchase a bank located inside Georgia. In each case, however, restrictions may be placed on the acquisition of a
bank that has only been in existence for a limited amount of time or will result in specified concentrations of deposits. For example, Georgia law prohibits a bank holding company from acquiring control of a financial institution until the target
financial institution has been incorporated for three years. Because the Bank has been incorporated for more than three years, this limitation does not apply to the Bank or to the Company.

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

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

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

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

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

Banking or managing or controlling banks; and

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

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

Factoring accounts receivable;

Making, acquiring, brokering or servicing loans and usual related
activities;

Leasing personal or real property;

Operating a non-bank depository institution, such as a savings association;

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Trust company functions;

Financial and investment advisory activities;

Conducting discount securities brokerage activities;

Underwriting and dealing in
government obligations and money market instruments;

Providing specified management consulting and counseling activities;

Performing selected data processing services and support services;

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

Performing selected insurance underwriting activities.

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

In addition to the permissible bank holding company activities listed above, a bank holding company may qualify and elect to become a financial holding company, permitting the bank
holding company to engage in additional activities that are financial in nature or incidental or complementary to financial activity. The Bank Holding Company Act expressly lists the following activities as financial in nature:

Lending, trust and other
banking activities;

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

Providing financial, investment, or advisory services;

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

Underwriting, dealing in or making a market in
securities;

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

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

Merchant banking through securities or insurance affiliates; and

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Insurance company portfolio investments.

To qualify to become a financial
holding company, the Bank and any other depository institution subsidiary of the Company must be well capitalized and well managed and must have a Community Reinvestment Act rating of at least satisfactory. Additionally, the Company must
file an election with the Federal Reserve to become a financial holding company and must provide the Federal Reserve with 30 days written notice prior to engaging in a permitted financial activity. While the Company meets the qualification
standards applicable to financial holding companies, the Company has not elected to become a financial holding company at this time.

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

The Bank

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

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

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

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Prompt Corrective Action.The Federal Deposit Insurance Corporation Improvement Act
of 1991 establishes a system of prompt corrective action to resolve the problems of undercapitalized financial institutions. Under this system, the federal banking regulators have established five capital categories (well capitalized, adequately
capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized) in which all institutions are placed. Federal banking regulators are required to take various mandatory supervisory actions and are authorized to take
other discretionary actions with respect to institutions in the three undercapitalized categories. The severity of the action depends upon the capital category in which the institution is placed. Generally, subject to a narrow exception, the banking
regulator must appoint a receiver or conservator for an institution that is critically undercapitalized. The federal banking agencies have specified by regulation the relevant capital level for each category. At December 31, 2002, we qualified for
the well capitalized category.

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

FDIC Insurance Assessments.The FDIC has adopted a risk-based assessment system for insured depository institutions that takes into account the
risks attributable to different categories and concentrations of assets and liabilities. The system assigns an institution to one of three capital categories: (1) well capitalized; (2) adequately capitalized; and (3) undercapitalized. These three
categories are substantially similar to the prompt corrective action categories described above, with the undercapitalized category including institutions that are undercapitalized, significantly undercapitalized, and critically
undercapitalized for prompt corrective action purposes. The FDIC also assigns an institution to one of three supervisory subgroups based on a supervisory evaluation that the institutions primary federal regulator provides to the FDIC and
information that the FDIC determines to be relevant to the institutions financial condition and the risk posed to the deposit insurance funds. Assessments range from 0 to 27 cents per $100 of deposits, depending on the institutions
capital group and supervisory subgroup. In addition, the FDIC imposes assessments to help pay off the $780 million in annual interest payments on the $8 billion Financing Corporation bonds issued in the late 1980s as part of the government rescue of
the thrift industry. This assessment rate is adjusted quarterly and is set at 1.68 cents per $100 of deposits for the first quarter of 2003.

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

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

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

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

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

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

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

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

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

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

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

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

In addition to the federal and state laws noted
above, the Georgia Fair Lending Act (GFLA) imposes restrictions and procedural requirements on most mortgage loans made in Georgia, including home equity loans and lines of credit. GFLA became effective on October 1, 2002 and was amended
on March 7, 2003. While selected provisions of GFLA apply regardless of the interest rate or charges on the loan, the majority of the requirements apply only to high cost home loans, as defined by GFLA. We have implemented procedures to
comply with all GFLA requirements.

The deposit operations of the Bank are subject to:

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

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

Capital Adequacy

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

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

The minimum guideline for the ratio of total capital to risk-weighted assets is 8%. Total capital consists of two components,
Tier 1 Capital and Tier 2 Capital. Tier 1 Capital generally consists of common stock, minority interests in the equity accounts of consolidated subsidiaries, noncumulative perpetual preferred stock, and a limited amount of qualifying cumulative
perpetual preferred stock, less goodwill and other specified intangible assets. Tier 1 Capital must equal at least 4% of risk-weighted assets. Tier 2 Capital generally consists of subordinated debt, other preferred stock and a limited amount of loan
loss reserves. The total amount of Tier 2 Capital is limited to 100% of Tier 1 Capital. At December 31, 2002 our ratio of total capital to risk-weighted assets was 15% and our ratio of Tier 1 Capital to risk-weighted assets was 11.94%.

In addition, the Federal Reserve has established minimum leverage ratio guidelines for bank holding companies. These guidelines provide for a minimum ratio of Tier 1
Capital to average assets, less goodwill and other specified intangible assets, of 3% for bank holding companies that meet specified criteria, including having the highest regulatory rating and implementing the Federal Reserves risk-based
capital measure for market risk. All other bank holding companies generally are required to maintain a leverage ratio of at least 4%. At December 31, 2002, our leverage ratio was 10.06%. The guidelines also provide that bank holding companies
experiencing internal growth or making acquisitions will be expected to maintain strong capital positions substantially above the minimum supervisory levels without reliance on intangible assets. The Federal Reserve considers the leverage ratio and
other indicators of capital strength in evaluating proposals for expansion or new activities.

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

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

Payment of
Dividends

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

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

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

At January 1, 2003, the Bank was able to pay approximately $134,000 in dividends to the Company without prior regulatory
approval.

Restrictions on Transactions with Affiliates

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

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

a banks investment in affiliates;

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

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

a banks guarantee, acceptance or letter of
credit issued on behalf of an affiliate.

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

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

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

Privacy

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

Anti-Terrorism Legislation

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

to conduct enhanced scrutiny of account relationships to guard against money laundering andreport any suspicious transaction;

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

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

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

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Under the USA PATRIOT Act, financial institutions must establish anti-money laundering programs. The USA PATRIOT Act sets forth minimum
standards for these programs, including:

the development of internal policies, procedures and controls;

the designation of a compliance officer;

an ongoing employee training program; and

an independent audit function to
test the programs.

Pursuant to the mandate of the USA PATRIOT Act, the Secretary of the Treasury issued regulations effective April 24, 2002 applicable to
financial institutions. Because all federally insured depository institutions are required to have anti-money laundering programs, the regulations provide that a financial institution which is subject to regulation by a federal
functional is in compliance with the regulations if it complies with the rules of its primary federal regulator governing the establishment and maintenance of anti-money laundering programs.

Under the authority of the USA PATRIOT Act, the Secretary of the Treasury adopted rules on September 26, 2002 increasing the cooperation and information sharing between financial institutions,
regulators and law enforcement authorities regarding individuals, entities and organizations engaged in, or reasonably suspected based on credible evidence of engaging in, terrorist acts or money laundering activities. Under the new rules, a
financial institution is required to:

expeditiously search its records to determine whether it maintains or has maintained accounts, or engaged in transactions with individuals or entities, listed in a
request submitted by the Financial Crimes Enforcement Network (FinCEN);

notify FinCEN if an account or transaction is identified;

designate a contact person to receive information requests;

limit use ofinformationprovided by FinCEN to: (1) reporting to FinCEN, (2) determining whether to establish or maintain an account or engage in a transaction and (3) assisting the financial institution in complying with the Bank
Secrecy Act; and

maintain adequate procedures to protect the security and confidentiality of FinCEN requests.

Under the new rules, a financial institution may also
share information regarding individuals, entities, organizations and countries for purposes of identifying and, where appropriate, reporting activities that it suspects may involve possible terrorist activity or money laundering. Such
information-sharing is protected under a safe harbor if the financial institution:

notifies FinCEN of its intention to share information, even when sharing with an affiliated financial institution;

takes reasonable steps to verify that, prior to
sharing, the financial institution or association of financial institutions with which it intends to share information has submitted a notice to FinCEN;

limits the use of shared information to identifying and reporting on money laundering or
terrorist activities, determining whether to establish or maintain an account or engage in a transaction, or assisting it in complying with the Bank Security Act; and

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maintains adequate procedures to protect the security and confidentiality of the information.

Any financial institution complying with these rules will not be deemed to have violated the privacy requirements discussed above.

The Secretary of the Treasury also adopted a new rule on September 26, 2002 intended to prevent money laundering and terrorist financing through correspondent accounts maintained by U.S. financial institutions on behalf of foreign banks.
Under the new rule, financial institutions:

are prohibited from providing correspondent accounts to foreign shell banks;

are required to obtain a certification from foreign banks for which they maintain a
correspondent account stating the foreign bank is not a shell bank and that it will not permit a foreign shell bank to have access to the U.S. account;

must maintain records identifying the owner of the foreign bank for which they may maintain
a correspondent account and its agent in the Unites States designated to accept services of legal process;

must terminate correspondent accounts of foreign banks that fail to comply with or fail to contest a lawful request of the
Secretary of the Treasury or the Attorney General of the United States, after being notified by the Secretary or Attorney General.

The new rule applies to
correspondent accounts established after October 28, 2002.

Proposed Legislation and Regulatory Action

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

Effect of Governmental Monetary Polices

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

Employees

As of March 1, 2003, the Bank had 37 full-time
employees and 7 part-time employees. The Company does not have any employees who are not also employees of the Bank. The Company and the Bank are not parties to any collective bargaining agreement, and management believes the Bank has good relations
with its employees.

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ITEM 2.PROPERTIES

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

ITEM 3.LEGAL PROCEEDINGS

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

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

None.

PART II

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

As of December 31, 2002, there were approximately 996 shareholders of record of the Companys common stock. There is no established trading market for the Companys common stock, although management is aware of sporadic trades at
prices ranging from $18.00 to $25.00 per share during the past 12 months. The Company had 925,708 shares of its common stock outstanding as of December 31, 2002. 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.

13



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

The discussion required by Item 6 is included in the section of the same title
contained in the Companys Annual Report to Shareholders for the year ended December 31, 2002 and is incorporated herein by reference. See Exhibit 13.1.

ITEM 7.FINANCIAL STATEMENTS

The consolidated financial statements, notes thereto and independent auditors report thereon are included in the Companys Annual Report to Shareholders for the year ended December 31, 2002 and are
incorporated herein by reference. See Exhibit 13.2.

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

None.

PART III

ITEM 9.DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

The information required by this Item is included in the Companys Proxy Statement for the Annual Meeting of Shareholders to be held on April 24, 2003 under the headings Identification of Directors and
Executive Officers, Non-Director Executive Officers of the Bank and Filings Under Section 16(a) and is incorporated herein by reference.

ITEM 10.EXECUTIVE COMPENSATION

The information required by this Item is included in the Companys Proxy Statement for the Annual Meeting of Shareholders to be held on April 24, 2003 under the heading Compensation of Directors and Executive Officers and is
incorporated herein by reference.

ITEM 11.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The other information required by this item is included in the Companys Proxy
Statement for the Annual Meeting of Shareholders to be held on April 24, 2003 under the heading Stock Ownership of Directors Nominees and Director Nominees and Officers as a Group and Stock Ownership of Certain Beneficial
Owners and is incorporated herein by reference.

The following table provides information regarding compensation plans under which equity securities of
the Company are authorized for issuance. All data is presented as of December 31, 2002.

14



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|Equity Compensation Plan Table                             | 
|---------------------------------------------------------- | 
|                                                           | 
|                                                           | 
|                                                           | 
|Plan category                                              | 
|Equity compensation plans approved by security holders     | 
|Equity compensation plans not approved by security holders | 
|Total                                                      | 
|                                                           | 

ITEM 12.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this
Item is included in the Companys Proxy Statement for the Annual Meeting of Shareholders to be held on April 24, 2003 under the headings Transactions with Management and is incorporated herein by reference.

ITEM 13.EXHIBITS AND REPORTS ON FORM 8-K

(a)Exhibits



|ExhibitNumber | Exhibit                                                                                                                                                    
|------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|              |                                                                                                                                                            
|3.1           | Articles of Incorporation. (1)                                                                                                                             
|              |                                                                                                                                                            
|3.2           | Bylaws. (1)                                                                                                                                                
|              |                                                                                                                                                            
|4.1           | See Exhibits 3.1 and 3.2 for provisions of the Companys Articles of Incorporation and Bylaws governing the rights of holders of
securities of the Company.
|              |                                                                                                                                                            
|10.1*         | Employment Contract between John L. Coleman and the Company (1)                                                                                            
|              |                                                                                                                                                            
|10.2*         | Stock Option Agreement between the Company and John L. Coleman (1)                                                                                         
|              |                                                                                                                                                            
|10.3*         | First Georgia Community Corp. 2001 Stock Incentive Plan (2)                                                                                                

15



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|10.4* | Form of Director Deferred Fee Agreement dated January 7, 2002, as amended as of March 11, 2002                                                                          
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                         
|10.5* | Form of Director Deferred Compensation Agreement dated as of November 5, 1999                                                                                           
|      |                                                                                                                                                                         
|13.1  | Managements Discussion and Analysis of Financial Condition and Results of Operations (from the 2002 Annual Report to
Shareholders)                                     
|      |                                                                                                                                                                         
|13.2  | Consolidated Financial Statements of the Company, including the notes thereto and the independent auditors report thereon (from the 2002
Annual Report to Shareholders)
|      |                                                                                                                                                                         
|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.                
|      |                                                                                                                                                                         
|23.1  | Consent of Mauldin & Jenkins, LLC                                                                                                                                       
|      |                                                                                                                                                                         
|99.1  | Certifications by Chief Executive Officer and Chief Financial Officer                                                                                                   
|      |                                                                                                                                                                         

___________

*Indicates a management compensation plan or agreement.

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

16



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(2)Incorporated by reference to the exhibit of the same number filed with the Companys Annual Report on Form 10-KSB for the year ended December 31, 2001 (File No. 0-24153).

(b)Reports on Form 8-K: None

ITEM 14.CONTROLS AND PROCEDURES

Within 90 days prior to
the date of this report, the Company carried out an evaluation, under the supervision and with the participation of the Companys management, including the Companys Chief Executive Officer and Chief Financial Officer, of the effectiveness
of the design and operation of the Companys disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the Companys Chief Executive Officer and Chief Financial Officer concluded that the
Companys disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) that is required to be included in the Companys periodic filings
with the Securities and Exchange Commission. There have been no significant changes in the Companys internal controls or, to the Companys knowledge, in other factors that could significantly affect those internal controls subsequent to
the date the Company carried out its evaluation, and there have been no corrective actions with respect to significant deficiencies or material weaknesses.

ITEM 15.PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item is included in the Companys Proxy Statement for the Annual Meeting of Shareholders to be held on April 24, 2003 under the heading, Audit and Other Fees Paid to
Independent Accountants and is incorporated herein by reference.

17



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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 24, 2003.



| |  | FIRST GEORGIA COMMUNITY CORP.
| |  | -----------------------------
| |  | By:                          
| |  |                              
| |  |                              

18



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Certification

I, John L. Coleman, Chief Executive Officer of First
Georgia Community Corp., certify that:

1.I
have reviewed the annual report on Form 10-KSB of First Georgia Community Corp.;

2.Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.The registrants other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which this annual report is being prepared;

b)evaluatedthe effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual
report (the Evaluation Date); and

c)presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.The registrants other certifying officer and I have disclosed, based on our most recent
evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent function):

a)all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and

b)any fraud, whether or not material, that involves management or other employees who have asignificantrole in the registrants internal controls; and

6.The registrants other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: March 24, 2003



| |  |  |  |                                       
| |  |  |  | --------------------------------------
| |  |  |  | /s/JOHNL.COLEMAN                      
| |  |  |  |                                       
| |  |  |  | John L. ColemanChief Executive Officer

19



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Certification

I, Thomas L. Redding, Chief Financial Officer of
First Georgia Community Corp., certify that:

1.I have reviewed this annual report on Form 10-KSB of First Georgia Community Corp.;

2.Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.The registrants other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which this annual report is being prepared;

b)evaluated theeffectivenessof the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date
of this annual report (the Evaluation Date); and

c)presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation
Date;

5.The registrants other
certifying officer and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent function):

a)all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and

b)anyfraud, whether or not
material, that involves management or other employees who have a significant role in the registrants internal controls; and

6.The registrants other certifying officer and I have indicated in this annual report whether or not there were significant changes in
internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material
weaknesses.

Date: March 24, 2003



| |  |  |  |                                         
| |  |  |  | ----------------------------------------
| |  |  |  | /s/THOMASL.REDDING                      
| |  |  |  |                                         
| |  |  |  | Thomas L. ReddingChief Financial Officer

20



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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 24, 2003.



|Signature            |  | Title                                    
|-------------------- |  | -----------------------------------------
|                     |  |                                          
|/s/ JOHNL.COLEMAN    |  | President and Chief Executive Officer    
|                    
|John L. Coleman*    
|                     |  |                                          
|/s/ D.RICHARDBALLARD |  | Director                                 
|                    
|D. Richard Ballard  
|                     |  |                                          
|/s/ CHARLESW.CARTER  |  | Director                                 
|                    
|Charles W. Carter   
|                     |  |                                          
|/s/ALFREDD.FEARS,JR. |  | Director                                 
|                    
|Alfred D. Fears, Jr.
|                     |  |                                          
|/s/ WILLIAMB.JONES   |  | Director                                 
|                    
|William B. Jones    
|                     |  |                                          
|/s/ HARRYLEWIS       |  | Director                                 
|                    
|Harry Lewis         
|                     |  |                                          
|/s/ JOEYMCCLELLAND   |  | Director                                 
|                    
|Joey McClelland     
|                     |  |                                          
|/s/ ALEXANDERPOLLACK |  | Director                                 
|                    
|Alexander Pollack   
|                     |  |                                          
|/s/ ROBERTRYAN       |  | Director                                 
|                    
|Robert Ryan         
|                     |  |                                          
|/s/ JAMESH.WARREN    |  | Director                                 
|                    
|James H. Warren     
|                     |  |                                          
|/s/ GEORGEL.WEAVER   |  | Director                                 
|                    
|George L. Weaver    
|                     |  |                                          
|/s/ THOMASL.REDDING  |  | Vice President and ChiefFinancial Officer
|                    
|Thomas L. Redding** 

*Principal Executive Officer

**Principal Financial and Accounting Officer

21