##### Table of Contents

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U.S. SECURITIES AND EXCHANGE
COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-QSB



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|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended September 30, 2004



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the transition period from  to



Commission File Number: 333-13583



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First Georgia Community Corp.

(Exact name of small business issuer as specified in its charter)



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|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|Georgia                                                        |  | 58-2266960                       
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)



150 Covington
Street, Jackson, Georgia 30233

(Address of principal executive offices)



(770) 504-1090

(Issuers telephone number)



N/A

(Former name, former address and former fiscal year, if changed since last report)



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Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the 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 ̈



State the number of shares outstanding of each of the issuers classes of common equity, as of November 10, 2004: 931,041; $5 par value



Transitional Small Business Disclosure Format    Yes ̈No  x



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##### Table of Contents

FIRST GEORGIA COMMUNITY CORP. AND SUBSIDIARY



INDEX



|         |  |                                                                                                                                                               |  |     
|-------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|         |  |                                                                                                                                                               |  | Page
|         |  |                                                                                                                                                              
|PART I.  |  | FINANCIAL INFORMATION                                                                                                                                         |  |     
|         |  |                                                                                                                                                              
|         |  | Item 1.
Financial Statements                                                                                                                                  |  |     
|         |  |                                                                                                                                                              
|         |  | Consolidated Balance Sheet - September 30, 2004                                                                                                               |  | 3   
|         |  |                                                                                                                                                              
|         |  | Consolidated Statements of Income and Comprehensive Income - Three Months Ended September 30, 2004 and 2003 and Nine Months Ended September 30, 2004 and 2003 |  | 4   
|         |  |                                                                                                                                                              
|         |  | Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2004 and 2003                                                                         |  | 5   
|         |  |                                                                                                                                                              
|         |  | Notes to Consolidated Financial Statements                                                                                                                    |  | 6   
|         |  |                                                                                                                                                              
|         |  | Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations                                                                 |  | 9   
|         |  |                                                                                                                                                              
|         |  | Item 3.
Controls and Procedures                                                                                                                               |  | 15  
|         |  |                                                                                                                                                              
|PART II. |  | OTHER INFORMATION                                                                                                                                             |  |     
|         |  |                                                                                                                                                              
|         |  | Item 1 
Legal Proceedings                                                                                                                                    |  | 16  
|         |  |                                                                                                                                                              
|         |  | Item 2 
Unregistered Sale of Equity Securities and Use of Proceeds                                                                                           |  | 16  
|         |  |                                                                                                                                                              
|         |  | Item 3 
Defaults Upon Senior Securities                                                                                                                      |  | 16  
|         |  |                                                                                                                                                              
|         |  | Item 4 
Submission of Matters to a Vote of Security Holders                                                                                                  |  | 16  
|         |  |                                                                                                                                                              
|         |  | Item 5 
Other Information                                                                                                                                    |  | 16  
|         |  |                                                                                                                                                              
|         |  | Item 6 
Exhibits                                                                                                                                             |  | 16  
|         |  |                                                                                                                                                              
|         |  | Signatures                                                                                                                                                    |  | 17  



2



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##### Table of Contents

PART I - FINANCIAL INFORMATION

ITEM I. FINANCIAL STATEMENTS



FIRST GEORGIA COMMUNITY CORP. AND SUBSIDIARY



CONSOLIDATED BALANCE SHEET

SEPTEMBER 30, 2004

(Unaudited)



|                                                                                                |  |   |            
|----------------------------------------------------------------------------------------------- |  | - | -----------
|Assets                                                                                          |  |   |            
|Cash and due from banks                                                                         |  | $ | 7,889,886  
|Interest-bearing deposits in banks                                                              |  |   | 589,165    
|Federal funds sold                                                                              |  |   | 8,111,000  
|Securities available-for-sale, at fair value                                                    |  |   | 19,901,891 
|Restricted equity securities, at cost                                                           |  |   | 1,208,250  
|Loans held for sale                                                                             |  |   | 1,067,384  
|                                                                                                | 
|Loans                                                                                           |  |   | 138,001,992
|Less allowance for loan losses                                                                  |  |   | 2,071,967  
|                                                                                                |  |   |            
|Loans, net                                                                                      |  |   | 135,930,025
|                                                                                                |  |   |            
|Premises and equipment                                                                          |  |   | 2,880,729  
|Other assets                                                                                    |  |   | 6,746,285  
|                                                                                                |  |   |            
|Total assets                                                                                    |  | $ | 184,324,615
|                                                                                                |  |   |            
|Liabilities and Stockholders Equity                                                            |  |   |            
|Deposits                                                                                        |  |   |            
|Noninterest-bearing                                                                             |  | $ | 17,694,487 
|Interest-bearing                                                                                |  |   | 124,822,071
|                                                                                                |  |   |            
|Total deposits                                                                                  |  |   | 142,516,558
|Other borrowings                                                                                |  |   | 26,960,831 
|Other liabilities                                                                               |  |   | 2,105,815  
|                                                                                                |  |   |            
|Total liabilities                                                                               |  |   | 171,583,204
|                                                                                                |  |   |            
|Commitments and contingencies                                                                   |  |   |            
|                                                                                                | 
|Stockholders equity                                                                            |  |   |            
|Common stock, par value $5; 10,000,000 shares authorized; 931,041 shares issued and outstanding |  |   | 4,655,205  
|Capital surplus                                                                                 |  |   | 5,131,291  
|Retained earnings                                                                               |  |   | 2,807,467  
|Accumulated other comprehensive income                                                          |  |   | 147,448    
|                                                                                                |  |   |            
|Total stockholders equity                                                                      |  |   | 12,741,411 
|                                                                                                |  |   |            
|Total liabilities and stockholders equity                                                      |  | $ | 184,324,615
|                                                                                                |  |   |            



See Notes to Consolidated Financial
Statements.



3



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##### Table of Contents

FIRST GEORGIA COMMUNITY CORP. AND SUBSIDIARY



CONSOLIDATED STATEMENTS OF INCOME

AND COMPREHENSIVE INCOME

THREE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003

AND NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003

(Unaudited)



|                                                                                             |  |                                  |           |      |                                |           |      |  |   |           |   |  |   |           |  
|-------------------------------------------------------------------------------------------- |  | -------------------------------- | --------- | ---- | ------------------------------ | --------- | ---- |  | - | --------- | - |  | - | --------- | -
|                                                                                             |  | Three Months Ended September 30, |           |      | Nine Months EndedSeptember 30, |          
|                                                                                             |  | 2004                             |           | 2003 |                                |           | 2004 |  |   | 2003      |  
|Interest income                                                                              |  |                                  |           |      |                                |           |      |  |   |           |   |  |   |           |  
|Loans                                                                                        |  | $                                | 2,340,849 |      | $                              | 1,914,932 |      |  | $ | 6,057,152 |   |  | $ | 5,626,271 |  
|Taxable securities                                                                           |  |                                  | 168,994   |      |                                | 153,206   |      |  |   | 482,375   |   |  |   | 493,030   |  
|Nontaxable securities                                                                        |  |                                  | 48,769    |      |                                | 40,435    |      |  |   | 146,335   |   |  |   | 107,790   |  
|Deposits in banks                                                                            |  |                                  |          |      |                                | 4,780     |      |  |   | 383       |   |  |   | 9,970     |  
|Federal funds sold                                                                           |  |                                  | 46,796    |      |                                | 29,374    |      |  |   | 88,436    |   |  |   | 120,977   |  
|                                                                                             |  |                                  |           |      |                                |           |      |  |   |           |   |  |   |           |  
|Total interest income                                                                        |  |                                  | 2,605,408 |      |                                | 2,142,727 |      |  |   | 6,774,681 |   |  |   | 6,358,038 |  
|                                                                                             |  |                                  |           |      |                                |           |      |  |   |           |   |  |   |           |  
|Interest expense                                                                             |  |                                  |           |      |                                |           |      |  |   |           |   |  |   |           |  
|Deposits                                                                                     |  |                                  | 721,289   |      |                                | 589,859   |      |  |   | 1,865,226 |   |  |   | 2,002,712 |  
|Other borrowings                                                                             |  |                                  | 283,745   |      |                                | 311,575   |      |  |   | 830,789   |   |  |   | 907,006   |  
|                                                                                             |  |                                  |           |      |                                |           |      |  |   |           |   |  |   |           |  
|Total interest expense                                                                       |  |                                  | 1,005,034 |      |                                | 901,434   |      |  |   | 2,696,015 |   |  |   | 2,909,718 |  
|                                                                                             |  |                                  |           |      |                                |           |      |  |   |           |   |  |   |           |  
|Net interest income                                                                          |  |                                  | 1,600,374 |      |                                | 1,241,293 |      |  |   | 4,078,666 |   |  |   | 3,448,320 |  
|Provision for loan losses                                                                    |  |                                  | 80,000    |      |                                |          |      |  |   | 110,000   |   |  |   | 270,000   |  
|                                                                                             |  |                                  |           |      |                                |           |      |  |   |           |   |  |   |           |  
|Net interest income after provision for loan losses                                          |  |                                  | 1,520,374 |      |                                | 1,241,293 |      |  |   | 3,968,666 |   |  |   | 3,178,320 |  
|                                                                                             |  |                                  |           |      |                                |           |      |  |   |           |   |  |   |           |  
|Other income                                                                                 |  |                                  |           |      |                                |           |      |  |   |           |   |  |   |           |  
|Service charges on deposit accounts                                                          |  |                                  | 179,286   |      |                                | 178,590   |      |  |   | 516,567   |   |  |   | 467,258   |  
|Gain loss on sale of other real estate owned                                                 |  |                                  | 41,164    |      |                                | (11,521   | )    |  |   | 50,442    |   |  |   | 138,562   |  
|Other operating income                                                                       |  |                                  | 93,723    |      |                                | 85,196    |      |  |   | 213,693   |   |  |   | 208,210   |  
|                                                                                             |  |                                  |           |      |                                |           |      |  |   |           |   |  |   |           |  
|Total other income                                                                           |  |                                  | 314,173   |      |                                | 252,265   |      |  |   | 780,702   |   |  |   | 814,030   |  
|                                                                                             |  |                                  |           |      |                                |           |      |  |   |           |   |  |   |           |  
|Other expenses                                                                               |  |                                  |           |      |                                |           |      |  |   |           |   |  |   |           |  
|Salaries and employee benefits                                                               |  |                                  | 697,896   |      |                                | 478,158   |      |  |   | 1,955,637 |   |  |   | 1,385,007 |  
|Occupancy and equipment expenses                                                             |  |                                  | 146,020   |      |                                | 122,061   |      |  |   | 389,777   |   |  |   | 327,404   |  
|Provision for losses on other real estate owned                                              |  |                                  |          |      |                                | 152,500   |      |  |   |          |   |  |   | 302,992   |  
|Other operating expenses                                                                     |  |                                  | 491,123   |      |                                | 438,958   |      |  |   | 1,422,987 |   |  |   | 1,390,999 |  
|                                                                                             |  |                                  |           |      |                                |           |      |  |   |           |   |  |   |           |  
|Total other expenses                                                                         |  |                                  | 1,335,039 |      |                                | 1,191,677 |      |  |   | 3,768,401 |   |  |   | 3,406,402 |  
|                                                                                             |  |                                  |           |      |                                |           |      |  |   |           |   |  |   |           |  
|Net income before income taxes                                                               |  |                                  | 499,508   |      |                                | 301,881   |      |  |   | 980,967   |   |  |   | 585,948   |  
|Income tax expense                                                                           |  |                                  | 136,100   |      |                                | 75,200    |      |  |   | 283,400   |   |  |   | 177,598   |  
|                                                                                             |  |                                  |           |      |                                |           |      |  |   |           |   |  |   |           |  
|Net income                                                                                   |  |                                  | 363,408   |      |                                | 226,681   |      |  |   | 697,567   |   |  |   | 408,350   |  
|                                                                                             |  |                                  |           |      |                                |           |      |  |   |           |   |  |   |           |  
|Other comprehensive income (loss) :                                                          |  |                                  |           |      |                                |           |      |  |   |           |   |  |   |           |  
|Unrealized gains (losses) on securities available-for-sale arising during period, net of tax |  |                                  | 230,850   |      |                                | (160,151  | )    |  |   | (9,151    | ) |  |   | (206,335  | )
|                                                                                             |  |                                  |           |      |                                |           |      |  |   |           |   |  |   |           |  
|Comprehensive income                                                                         |  | $                                | 594,258   |      | $                              | 66,530    |      |  | $ | 688,416   |   |  | $ | 202,015   |  
|                                                                                             |  |                                  |           |      |                                |           |      |  |   |           |   |  |   |           |  
|Basic earnings per share                                                                     |  | $                                | 0.39      |      | $                              | 0.24      |      |  | $ | 0.75      |   |  | $ | 0.44      |  
|                                                                                             |  |                                  |           |      |                                |           |      |  |   |           |   |  |   |           |  
|Diluted earnings per share                                                                   |  | $                                | 0.39      |      | $                              | 0.24      |      |  | $ | 0.75      |   |  | $ | 0.44      |  
|                                                                                             |  |                                  |           |      |                                |           |      |  |   |           |   |  |   |           |  
|Cash dividends per share                                                                     |  | $                                |          |      | $                              |          |      |  | $ |          |   |  | $ |          |  
|                                                                                             |  |                                  |           |      |                                |           |      |  |   |           |   |  |   |           |  



See Notes to Consolidated Financial
Statements.



4



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##### Table of Contents

FIRST GEORGIA COMMUNITY CORP. AND SUBSIDIARY



CONSOLIDATED STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003

(Unaudited)



|                                                                                  |  |      |             |   |      |   |             |  
|--------------------------------------------------------------------------------- |  | ---- | ----------- | - | ---- | - | ----------- | -
|                                                                                  |  | 2004 |             |   | 2003 |  
|OPERATING ACTIVITIES                                                              |  |      |             |   |      |   |             |  
|Net income                                                                        |  | $    | 697,567     |   |      | $ | 408,350     |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |      |             |   |      |   |             |  
|Depreciation and amortization                                                     |  |      | 227,577     |   |      |   | 180,589     |  
|Net increase in loans held for sale                                               |  |      | (1,067,384  | ) |      |   | (17,755     | )
|Provision for loan losses                                                         |  |      | 110,000     |   |      |   | 270,000     |  
|Provision for losses on other real estate owned                                   |  |      |            |   |      |   | 302,992     |  
|Gain on sale of other real estate owned                                           |  |      | (50,442     | ) |      |   | (135,862    | )
|(Increase) decrease in interest receivable                                        |  |      | (171,410    | ) |      |   | 12,289      |  
|Increase (decrease) in interest payable                                           |  |      | 61,557      |   |      |   | (95,861     | )
|Net other operating activities                                                    |  |      | 396,208     |   |      |   | 226,102     |  
|                                                                                  |  |      |             |   |      |   |             |  
|Net cash provided by operating activities                                         |  |      | 203,673     |   |      |   | 1,150,844   |  
|                                                                                  |  |      |             |   |      |   |             |  
|INVESTING ACTIVITIES                                                              |  |      |             |   |      |   |             |  
|Net decrease in interest-bearing deposits in banks                                |  |      | 332,640     |   |      |   | 458,306     |  
|Purchases of securities available-for-sale                                        |  |      | (4,474,932  | ) |      |   | (11,255,600 | )
|Proceeds from maturities of securities available-for-sale                         |  |      | 3,733,880   |   |      |   | 7,198,992   |  
|(Purchase) redemption of restricted equity securities                             |  |      | 70,000      |   |      |   | (96,650     | )
|Net decrease in federal funds sold                                                |  |      | 2,668,000   |   |      |   | 4,462,000   |  
|Net increase in loans                                                             |  |      | (34,691,686 | ) |      |   | (2,043,487  | )
|Proceeds from sale of other real estate owned                                     |  |      | 726,865     |   |      |   | 445,006     |  
|Additions to other real estate owned                                              |  |      |            |   |      |   | (54,844     | )
|Purchase of premises and equipment                                                |  |      | (588,812    | ) |      |   | (341,527    | )
|                                                                                  |  |      |             |   |      |   |             |  
|Net cash used in investing activities                                             |  |      | (32,224,045 | ) |      |   | (1,227,804  | )
|                                                                                  |  |      |             |   |      |   |             |  
|FINANCING ACTIVITIES                                                              |  |      |             |   |      |   |             |  
|Net increase in deposits                                                          |  |      | 36,065,571  |   |      |   | 4,675,890   |  
|Net increase (decrease) in other borrowings                                       |  |      | (337,259    | ) |      |   | 660,169     |  
|Proceeds from exercise of stock options                                           |  |      | 11,802      |   |      |   | 55,710      |  
|                                                                                  |  |      |             |   |      |   |             |  
|Net cash provided by financing activities                                         |  |      | 35,740,114  |   |      |   | 5,391,769   |  
|                                                                                  |  |      |             |   |      |   |             |  
|Net increase in cash and due from banks                                           |  |      | 3,719,742   |   |      |   | 5,314,809   |  
|                                                                                  |  |     
|Cash and due from banks, beginning of period                                      |  |      | 4,170,144   |   |      |   | 2,844,136   |  
|                                                                                  |  |      |             |   |      |   |             |  
|Cash and due from banks, end of period                                            |  | $    | 7,889,886   |   |      | $ | 8,158,945   |  
|                                                                                  |  |      |             |   |      |   |             |  
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION                                 |  |      |             |   |      |   |             |  
|                                                                                  |  |     
|Cash paid during period for:                                                      |  |      |             |   |      |   |             |  
|                                                                                  |  |     
|Interest                                                                          |  | $    | 2,634,458   |   |      | $ | 3,005,579   |  
|                                                                                  |  |     
|Income taxes                                                                      |  | $    | 72,206      |   |      | $ | 83,556      |  
|                                                                                  |  |     
|NONCASH TRANSACTIONS                                                              |  |      |             |   |      |   |             |  
|Principal balance of loans transferred to other real estate owned                 |  | $    | 1,988,701   |   |      | $ | 4,327,580   |  
|                                                                                  |  |     
|Financed sale of other real estate owned                                          |  | $    | 1,595,780   |   |      | $ | 2,078,473   |  



See Notes to Consolidated Financial
Statements.



5



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##### Table of Contents

FIRST GEORGIA COMMUNITY CORP. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



|NOTE 1. | BASIS OF PRESENTATION
|------- | ---------------------



The consolidated financial information for First Georgia Community Corp. (the Company) included herein is unaudited; however, such
information reflects all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of results for the interim period.



The results of operations for the three and nine month periods ended
September 30, 2004 are not necessarily indicative of the results to be expected for the full year.



|NOTE 2. | STOCK COMPENSATION PLAN
|------- | -----------------------



At September 30, 2004, the Company has a stock-based employee compensation plan. The Company accounts for this plan under the recognition and measurement
principles of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under the plan had an exercise price equal
to the market value of the underlying stock on the date of grant. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS Statement No. 123,
Accounting for Stock-Based Compensation, to stock-based employee compensation.



|                                                                                                                            |  |                                 |         |      |   |        
|--------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------- | ------- | ---- | - | -------
|                                                                                                                            |  | Three Months EndedSeptember 30,
|                                                                                                                            |  | 2004                            |         | 2003
|Net income, as reported                                                                                                     |  | $                               | 363,408 |      | $ | 226,681
|Deduct: Total stock-based employee compensation Expense determined under fair value based method for all awards, net of tax |  |                                 | 2,333   |      |   | 2,334  
|                                                                                                                            |  |                                 |         |      |   |        
|Pro forma net income                                                                                                        |  | $                               | 361,075 |      | $ | 224,347
|                                                                                                                            |  |                                 |         |      |   |        
|Earnings per share:                                                                                                         |  |                                 |         |      |   |        
|Basic - as reported                                                                                                         |  | $                               | .39     |      | $ | .24    
|                                                                                                                            |  |                                 |         |      |   |        
|Basic  pro forma                                                                                                           |  | $                               | .39     |      | $ | .24    
|                                                                                                                            |  |                                 |         |      |   |        
|Diluted - as reported                                                                                                       |  | $                               | .39     |      | $ | .24    
|                                                                                                                            |  |                                 |         |      |   |        
|Diluted - pro forma                                                                                                         |  | $                               | .39     |      | $ | .24    
|                                                                                                                            |  |                                 |         |      |   |        



6



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##### Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



|NOTE 2. | STOCK COMPENSATION PLAN (Continued)
|------- | -----------------------------------



|                                                                                                                            |  |                                |         |      |   |        
|--------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------ | ------- | ---- | - | -------
|                                                                                                                            |  | Nine Months EndedSeptember 30,
|                                                                                                                            |  | 2004                           |         | 2003
|Net income, as reported                                                                                                     |  | $                              | 697,567 |      | $ | 408,350
|Deduct: Total stock-based employee compensation Expense determined under fair value based Method for all awards, net of tax |  |                                | 2,333   |      |   | 7,236  
|                                                                                                                            |  |                                |         |      |   |        
|Pro forma net income                                                                                                        |  | $                              | 695,234 |      | $ | 401,114
|                                                                                                                            |  |                                |         |      |   |        
|Earnings per share:                                                                                                         |  |                                |         |      |   |        
|Basic  as reported                                                                                                         |  | $                              | 0.75    |      | $ | 0.44   
|                                                                                                                            |  |                                |         |      |   |        
|Basic  pro forma                                                                                                           |  | $                              | 0.75    |      | $ | 0.43   
|                                                                                                                            |  |                                |         |      |   |        
|Diluted - as reported                                                                                                       |  | $                              | 0.75    |      | $ | 0.44   
|                                                                                                                            |  |                                |         |      |   |        
|Diluted - pro forma                                                                                                         |  | $                              | 0.75    |      | $ | 0.43   
|                                                                                                                            |  |                                |         |      |   |        



|NOTE 3. | EARNINGS PER SHARE
|------- | ------------------



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



|                                                                                                                                |  |                                 |         |      |   |        
|------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------- | ------- | ---- | - | -------
|                                                                                                                                |  | Three Months EndedSeptember 30,
|                                                                                                                                |  | 2004                            |         | 2003
|Basic Earnings Per Share:                                                                                                       |  |                                 |         |      |   |        
|Weighted average common shares outstanding                                                                                      |  |                                 | 931,041 |      |   | 930,208
|                                                                                                                                |  |                                 |         |      |   |        
|Net income                                                                                                                      |  | $                               | 363,408 |      | $ | 227,681
|                                                                                                                                |  |                                 |         |      |   |        
|Basic earnings per share                                                                                                        |  | $                               | .39     |      | $ | .24    
|                                                                                                                                |  |                                 |         |      |   |        
|Diluted Earnings Per Share:                                                                                                     |  |                                 |         |      |   |        
|Weighted average common shares outstanding                                                                                      |  |                                 | 931,041 |      |   | 930,208
|Net effect of the assumed exercise of stock options based on the treasury stock method using average market prices for the
year |  |                                 | 309     |      |   | 2,236  
|                                                                                                                                |  |                                 |         |      |   |        
|Total weighted average common shares and common stock equivalents outstanding                                                   |  |                                 | 931,350 |      |   | 932,444
|                                                                                                                                |  |                                 |         |      |   |        
|Net income                                                                                                                      |  | $                               | 363,408 |      | $ | 226,681
|                                                                                                                                |  |                                 |         |      |   |        
|Diluted earnings per share                                                                                                      |  | $                               | .39     |      | $ | .24    
|                                                                                                                                |  |                                 |         |      |   |        



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##### Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



|NOTE 3. | EARNINGS PER SHARE (Continued)
|------- | ------------------------------



|                                                                                                                                |  |                                |         |      |   |        
|------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------ | ------- | ---- | - | -------
|                                                                                                                                |  | Nine Months EndedSeptember 30,
|                                                                                                                                |  | 2004                           |         | 2003
|Basic Earnings Per Share:                                                                                                       |  |                                |         |      |   |        
|Weighted average common shares outstanding                                                                                      |  |                                | 930,716 |      |   | 928,360
|                                                                                                                                |  |                                |         |      |   |        
|Net income                                                                                                                      |  | $                              | 697,567 |      | $ | 408,350
|                                                                                                                                |  |                                |         |      |   |        
|Basic earnings per share                                                                                                        |  | $                              | .75     |      | $ | 0.44   
|                                                                                                                                |  |                                |         |      |   |        
|Diluted Earnings Per Share:                                                                                                     |  |                                |         |      |   |        
|Weighted average common shares outstanding                                                                                      |  |                                | 930,716 |      |   | 928,360
|Net effect of the assumed exercise of stock options based on the treasury stock method using average market prices for the
year |  |                                | 309     |      |   | 2,469  
|                                                                                                                                |  |                                |         |      |   |        
|Total weighted average common shares and common stock equivalents outstanding                                                   |  |                                | 931,025 |      |   | 930,830
|                                                                                                                                |  |                                |         |      |   |        
|Net income                                                                                                                      |  | $                              | 697,567 |      | $ | 408,350
|                                                                                                                                |  |                                |         |      |   |        
|Diluted earnings per share                                                                                                      |  | $                              | .75     |      | $ | 0.44   
|                                                                                                                                |  |                                |         |      |   |        



|NOTE 4. | CURRENT ACCOUNTING DEVELOPMENTS
|------- | -------------------------------



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



8



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##### Table of Contents

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



The following is managements discussion and analysis of certain significant factors which have affected the financial position and operating results of First
Georgia Community Corp. and its bank subsidiary, First Georgia Community Bank, during the periods included in the accompanying consolidated financial statements.



Special Cautionary Notice Regarding Forward Looking Statements



Certain of the statements made herein under the caption Managements Discussion and Analysis of Financial Condition and Results
of Operations (MD&A) are forward-looking statements for purposes of the Securities Act of 1933, as amended (the Securities Act) and the Securities Exchange Act of 1934, as amended (the Exchange Act), and
as such may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of First Georgia Community Corp. to be materially different from future results, performance or achievements
expressed or implied by such forward-looking statements. Such forward looking statements include statements using the words such as may, will, anticipate, should, would,
believe, contemplate, expect, estimate, continue, intend, or other similar words and expressions of the future. Our actual results may differ significantly from the results we
discuss in these forward-looking statements.



These forward-looking statements
involve risks and uncertainties and may not be realized due to a variety of factors, including, without limitation: the effects of future economic conditions; governmental monetary and fiscal policies, as well as legislative and regulatory changes;
the risks of changes in interest rates on the level and composition of deposits, loan demand, and the values of loan collateral, securities, and other interest-sensitive assets and liabilities; interest rate risks; the effects of competition from
other commercial banks, thrifts, mortgage banking firms, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market and other mutual funds and other financial institutions operating in our market area
and elsewhere, including institutions operating regionally, nationally, and internationally, together with such competitors offering banking products and services by mail, telephone, computer, and the Internet.



Critical Accounting Policies



In connection with our application of accounting principles generally accepted in the United
States, we make judgments and estimates that, in the case of determination of our allowance for loan losses, have been critical to the determination of our financial position, results of operations and cash flows. Our evaluation considers
significant factors relative to the credit risk and loss exposure in the loan portfolio, including past due and classified loans, historical experience, underlying collateral values, and current economic conditions that may affect the
borrowers ability to repay. The allowance for loan losses is evaluated by segmenting the loan portfolio into unclassified and classified loans. An allowance percentage is applied to the unclassified loans to establish a general allowance for
loan losses. The allowance percentage is determined based upon our experience specifically and the historical experience of the banking industry generally. The classified loans, including impaired loans, are analyzed individually in order to
establish a specific allowance for loan losses. The allowance for loan losses as a percentage of total loans was 1.50% at September 30, 2004, as compared to 1.97% at December 31, 2003. See Results of Operations for the Nine Months Ended
September 30, 2004 and 2003 for more information about the effect of the allowance and provision for loan losses.



9



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##### Table of Contents

Liquidity and Capital Resources



As of September 30, 2004, our liquidity ratio, as determined under guidelines established by regulatory authorities, was satisfactory. We
consider our liquidity to be adequate to meet operating and loan funding requirements. Our liquidity ratio (i.e. cash, short-term assets and marketable assets divided by deposits and other borrowings) was approximately 16.57%. As we grow, we will
continue to monitor liquidity and make adjustments as deemed necessary.



As our
loan demand has continued to increase, we have used brokered deposits as a funding source. Total brokered deposits amounted to $34.6 million as of September 30, 2004. These deposits are readily obtainable at rates not significantly different from
rates that we pay on deposits in our local market.



At September 30, 2004, our
capital ratios were adequate based on regulatory minimum capital requirements. The minimum capital requirements and the actual capital ratios on a consolidated and bank-only basis are as follows:



|                           |  |              |   |  |       |   |  |                                |  
|-------------------------- |  | ------------ | - |  | ----- | - |  | ------------------------------ | -
|                           |  | Actual       |   |  |       |  
|                           |  | Consolidated |   |  | Bank  |   |  | Minimum Regulatory Requirement |  
|Leverage capital ratios    |  | 9.53         | % |  | 8.46  | % |  | 4.00                           | %
|Risk-based capital ratios: |  |              |   |  |       |   |  |                                |  
|Core capital               |  | 10.68        |   |  | 9.48  |   |  | 4.00                           |  
|Total capital              |  | 12.44        |   |  | 10.73 |   |  | 8.00                           |  



Off-Balance Sheet Risk



We are a party to financial instruments with off-balance sheet risk in
the normal course of business to meet the financing needs of our customers. These financial instruments include commitments to extend credit and standby letters of credit. Such commitments involve, to varying degrees, elements of credit risk and
interest rate risk in excess of the amount recognized in the balance sheets.



Our 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. We use
the same credit policies in making commitments and conditional obligations as we do for on-balance sheet instruments. A summary of our commitments is as follows:



|                             |  |                   |           
|---------------------------- |  | ----------------- | ----------
|                             |  | September 30,2004
|Commitments to extend credit |  | $                 | 40,405,000
|Letters of credit            |  |                   | 410,000   
|                             |  |                   |           
|                             |  | $                 | 40,815,000
|                             |  |                   |           



Commitments to extend credit are
agreements to lend to a customer as long as there is no violation of any condition established in the contract. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent
future cash requirements. The amount of collateral obtained, if deemed necessary by us upon extension of credit, is based on our credit evaluation of the customer.



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##### Table of Contents

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



Financial Condition



Following is a summary of our balance sheets for the periods
indicated:



|                                   |  |                        |         |                  |   |        
|---------------------------------- |  | ---------------------- | ------- | ---------------- | - | -------
|                                   |  | September 30,2004      |         | December 31,2003
|                                   |  | (Dollars in Thousands)
|Cash and due from banks            |  | $                      | 7,890   |                  | $ | 4,170  
|Interest-bearing deposits in banks |  |                        | 589     |                  |   | 922    
|Federal funds sold                 |  |                        | 8,111   |                  |   | 10,779 
|Securities                         |  |                        | 21,110  |                  |   | 20,504 
|Loans, net                         |  |                        | 135,930 |                  |   | 101,741
|Loans held for sale                |  |                        | 1,067   |                  |   |       
|Premises and equipment             |  |                        | 2,881   |                  |   | 2,469  
|Other assets                       |  |                        | 6,746   |                  |   | 6,585  
|                                   |  |                        |         |                  |   |        
|                                   |  | $                      | 184,324 |                  | $ | 147,170
|                                   |  |                        |         |                  |   |        
|Deposits                           |  | $                      | 142,516 |                  | $ | 106,451
|Other borrowings                   |  |                        | 26,961  |                  |   | 27,298 
|Other liabilities                  |  |                        | 2,106   |                  |   | 1,380  
|Stockholders equity               |  |                        | 12,741  |                  |   | 12,041 
|                                   |  |                        |         |                  |   |        
|                                   |  | $                      | 184,324 |                  | $ | 147,170
|                                   |  |                        |         |                  |   |        



Our assets increased by 25% during the
first nine months of 2004. Gross loans outstanding increased approximately $35.3 million during the first nine months of 2004. Deposit growth of $36.1 million was used primarily to fund loan growth. As part of our planned expansion into Newton
County, Georgia, our assets have grown as we have increased our outstanding loans during the first nine months of the year. We have funded the majority of this growth with brokered out of territory funds. However, our loans to available funds ratio
has remained in the 75% to 85% range. Our total equity has increased by year-to-date net income of $697,567 and decreased by the change in unrealized gains on securities available-for-sale, net of tax, of $9,151.



11



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##### Table of Contents

Results of Operations For The Three Months Ended September 30, 2004 and 2003 and for the Nine Months Ended September
30, 2004 and 2003



Following is a summary of our operations for the
periods indicated.



|                          |  |                                 |       |      |   |      
|------------------------- |  | ------------------------------- | ----- | ---- | - | -----
|                          |  | Three Months EndedSeptember 30,
|                          |  | 2004                            |       | 2003
|                          |  | (Dollars in Thousands)         
|Interest income           |  | $                               | 2,605 |      | $ | 2,143
|Interest expense          |  |                                 | 1,005 |      |   | 902  
|                          |  |                                 |       |      |   |      
|Net interest income       |  |                                 | 1,600 |      |   | 1,241
|Provision for loan losses |  |                                 | 80    |      |   |     
|Other income              |  |                                 | 314   |      |   | 252  
|Other expense             |  |                                 | 1,335 |      |   | 1,191
|                          |  |                                 |       |      |   |      
|Pretax income             |  |                                 | 499   |      |   | 302  
|Income taxes              |  |                                 | 136   |      |   | 75   
|                          |  |                                 |       |      |   |      
|Net income                |  | $                               | 363   |      | $ | 227  
|                          |  |                                 |       |      |   |      



|                          |  |                                |       |      |   |      
|------------------------- |  | ------------------------------ | ----- | ---- | - | -----
|                          |  | Nine Months EndedSeptember 30,
|                          |  | 2004                           |       | 2003
|                          |  | (Dollars in Thousands)        
|Interest income           |  | $                              | 6,775 |      | $ | 6,358
|Interest expense          |  |                                | 2,696 |      |   | 2,910
|                          |  |                                |       |      |   |      
|Net interest income       |  |                                | 4,079 |      |   | 3,448
|Provision for loan losses |  |                                | 110   |      |   | 270  
|Other income              |  |                                | 781   |      |   | 814  
|Other expense             |  |                                | 3,769 |      |   | 3,406
|                          |  |                                |       |      |   |      
|Pretax income             |  |                                | 981   |      |   | 586  
|Income taxes              |  |                                | 283   |      |   | 178  
|                          |  |                                |       |      |   |      
|Net income                |  | $                              | 698   |      | $ | 408  
|                          |  |                                |       |      |   |      



Our net interest income has increased
by $359,000 and $631,000 for the third quarter and first nine months of 2004, respectively, as compared to the same periods in 2003. Our net interest margin was 3.65% during the first nine months of 2004 as compared to 3.25% for the first nine
months of 2003 and 3.33% for the entire year of 2003. The increase in net interest income is due an increase in loan volume as well as a decrease in interest expense. Our cost of funds has decreased as deposits continue to re-price at lower rates as
they have matured. Our cost of funds decreased to 2.67% in the first nine months of 2004 as compared to 2.93% in the first nine months of 2003.



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##### Table of Contents

The provision for loan losses increased by $80,000 and decreased by $160,000 in the third quarter and first nine months
of 2004, respectively, when compared to the same periods in 2003. The allowance for loan losses as a percentage of total loans was 1.50% at September 30, 2004 as compared to 1.97% at December 31, 2003. Net charge offs for the first nine months of
2004 were $84,000 as compared to $1,028,000 in 2003. As of September 30, 2004, we had nonperforming loans and assets of $2.1 million as compared to $2.3 million at December 31, 2003. Subsequent to September 30, 2004, $1.2 million in other real
estate was sold, resulting in a gain of $7,000. In addition, there is an unresolved lien on the property of $336,000. The bank has escrowed these funds and depending on the resolution of this claim, the bank may incur a loss of $504,000. Based upon
our evaluation of the loan portfolio, we believe the allowance for loan losses to be adequate to absorb losses on existing loans that may become uncollectible. Our evaluation considers significant factors relative to the credit risk and loss
exposure in the loan portfolio, including past due and classified loans, historical experience, underlying collateral values, and current economic conditions that may affect the borrowers ability to repay. The allowance for loan losses is
evaluated by segmenting the loan portfolio into unclassified and classified loans. An allowance percentage is applied to the unclassified loans to establish a general allowance for loan losses. The allowance percentage is determined based upon our
experience specifically and the historical experience of the banking industry generally. The classified loans, including impaired loans, are analyzed individually in order to establish a specific allowance for loan losses.



Information with respect to nonaccrual, past due and restructured loans at September 30, 2004
and 2003 is as follows:



|                                                                                                         |  |                        |       |      |   |      
|-------------------------------------------------------------------------------------------------------- |  | ---------------------- | ----- | ---- | - | -----
|                                                                                                         |  | September 30,         
|                                                                                                         |  | 2004                   |       | 2003
|                                                                                                         |  | (Dollars in Thousands)
|Nonaccrual loans                                                                                         |  | $                      | 220   |      | $ | 0    
|Loans contractually past due ninety days or more as to interest or principal payments and still accruing |  |                        | 0     |      |   | 0    
|Restructured loans                                                                                       |  |                        | 0     |      |   | 0    
|Potential problem loans                                                                                  |  |                        | 4,283 |      |   | 2,889
|Interest income that would have been recorded on nonaccrual and restructured loans under original terms  |  |                        | 13    |      |   | 0    
|Interest income that was recorded on nonaccrual and restructured loans                                   |  |                        | 12    |      |   | 0    



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



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



13



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##### Table of Contents

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.



Information regarding certain loans and allowance for loan loss data through September 30, 2004 and 2003 is as follows:



|                                                                              |  |                                 |         |   |      |   |         |  
|----------------------------------------------------------------------------- |  | ------------------------------- | ------- | - | ---- | - | ------- | -
|                                                                              |  | Nine Months Ended September 30, |        
|                                                                              |  | 2004                            |         |   | 2003 |  
|                                                                              |  | (Dollars in Thousands)          |        
|Average amount of loans outstanding                                           |  | $                               | 116,216 |   |      | $ | 105,132 |  
|                                                                              |  |                                 |         |   |      |   |         |  
|Balance of allowance for loan losses at beginning of period                   |  | $                               | 2,046   |   |      | $ | 2,802   |  
|                                                                              |  |                                 |         |   |      |   |         |  
|Loans charged off                                                             |  |                                 |         |   |      |   |         |  
|Commercial and financial                                                      |  |                                 |        |   |      |   | 196     |  
|Real estate mortgage                                                          |  |                                 | 98      |   |      |   | 827     |  
|Consumer                                                                      |  |                                 |        |   |      |   | 14      |  
|                                                                              |  |                                 |         |   |      |   |         |  
|                                                                              |  |                                 | 98      |   |      |   | 1,037   |  
|                                                                              |  |                                 |         |   |      |   |         |  
|Loans recovered                                                               |  |                                 |         |   |      |   |         |  
|Commercial and financial                                                      |  |                                 |        |   |      |   |        |  
|Real estate mortgage                                                          |  |                                 |        |   |      |   |        |  
|Consumer                                                                      |  |                                 | 14      |   |      |   | 9       |  
|                                                                              |  |                                 |         |   |      |   |         |  
|                                                                              |  |                                 | 14      |   |      |   | 9       |  
|                                                                              |  |                                 |         |   |      |   |         |  
|Net charge-offs                                                               |  |                                 | 84      |   |      |   | 1,028   |  
|                                                                              |  |                                 |         |   |      |   |         |  
|Additions to allowance charged to operating expense during period             |  |                                 | 110     |   |      |   | 270     |  
|                                                                              |  |                                 |         |   |      |   |         |  
|Balance of allowance for loan losses at end of period                         |  | $                               | 2,072   |   |      | $ | 2,044   |  
|                                                                              |  |                                 |         |   |      |   |         |  
|Ratio of net loans charged off during the period to average loans outstanding |  |                                 | .07     | % |      |   | .98     | %
|                                                                              |  |                                 |         |   |      |   |         |  



Other income increased by $62,000 and
decreased by $33,000 for the third quarter and first nine months of 2004, respectively, as compared to the same periods in 2003. The decrease in the first nine months is due primarily to an increase in service charges on deposits and ATM fees of
$49,000 and $20,000, respectively, offset by a decrease in net gains on sales of other real estate owned of $88,000 and a decrease in cash surrender value income of $11,000. For the third quarter of 2004, the increase in other income was due
primarily to the net gains on the sale of other real estate owned of $41,000 and an increase in other income of $18,000.



14



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##### Table of Contents

Other expenses have increased by $144,000 and $363,000 for the third quarter and first nine months of 2004, respectively,
as compared to the same periods in 2003. Increased salaries and employee benefits and increased other operating expenses accounted for the majority of the increases. Salaries and employee benefits have increased due to an increase in the number of
full time equivalent employees to 46 at September 30, 2004 from 40 at September 30, 2003, primarily as a result of opening a Loan Production Office (LPO) in Covington, Georgia during the first quarter of 2004. Occupancy and equipment expenses have
also increased due to increases in the expense of operating the new LPO. Other operating expenses have increased due to continued growth and geographic expansion.



We have provided for income taxes at an effective rate of 29% and 30% including state income taxes for the first nine months of 2004 and
2003, respectively.



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



ITEM
3. CONTROLS AND PROCEDURES



As of the end of the
period covered by this report, we carried out an evaluation, under the supervision and with the participation of the Companys management, including our Chief Executive Officer and the Chief Financial Officer, of the design and operation of our
disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based on this evaluation, our Chief Executive and Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting them to
material information relating to our company (including its consolidated subsidiaries) required to be included in our periodic SEC reports filed pursuant to the Securities Exchange Act of 1934. We are in the process of further reviewing and
documenting our disclosure controls and procedures, including our internal controls and procedures for financial reporting, and may from time to time make changes designed to enhance their effectiveness and to ensure that our systems evolve with our
business.



There have been no significant changes in our internal controls or,
to our knowledge, in other factors that could significantly affect internal controls subsequent to the date of this evaluation, and there have been no corrective actions with respect to significant deficiencies and material weaknesses.



15



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##### Table of Contents

PART II - OTHER INFORMATION



|        |  |                                                             
|------- |  | ------------------------------------------------------------
|ITEM 1. |  | LEGAL PROCEEDINGS.                                          
|        | 
|        |  | None                                                        
|        | 
|ITEM 2. |  | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
|        | 
|        |  | None                                                        
|        | 
|ITEM 3. |  | DEFAULTS UPON SENIOR SECURITIES.                            
|        | 
|        |  | None                                                        
|        | 
|ITEM 4. |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.        
|        | 
|        |  | None                                                        
|        | 
|ITEM 5. |  | OTHER INFORMATION.                                          
|        | 
|        |  | None                                                        
|        | 
|ITEM 6. |  | EXHIBITS.                                                   



|          |  |                                                                                                                                                                                    
|--------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibits. |  |                                                                                                                                                                                    
|          | 
|31.1      |  | Certification of Chief Executive Officer, Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.                                                        
|          | 
|31.2      |  | Certification of Chief Financial Officer, Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.                                                        
|          | 
|32        |  | Certification of the Chief Executive Officer and Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.



16



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##### Table of Contents

SIGNATURES



In accordance with the
requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                        |  |                               |  |                                             
|----------------------- |  | ----------------------------- |  | --------------------------------------------
|                        |  | FIRST GEORGIA COMMUNITY CORP.
|                        |  | (Registrant)                 
|                        |  |                              
|DATE: November 12, 2004 |  | BY:                           |  | /s/ John L. Coleman                         
|                        |  |                               |  | John L. Coleman, President and C.E.O.       
|                        |  |                               |  | (Principal Executive Officer)               
|                        |  |                              
|DATE: November 12, 2004 |  | BY:                           |  | /s/ Elaine S. Kendrick                      
|                        |  |                               |  | Elaine S. Kendrick, Secretary and Treasurer 
|                        |  |                               |  | (Principal Financial and Accounting Officer)



17