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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 March 31, 2006



| ̈ | 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 ̈

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

State the number of shares outstanding of each of the issuers classes of common equity, as of May 5, 2006: 954,907; $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 - March 31, 2006                                                             |  | 3   
|         |  |                                                                                                        
|         |  | Consolidated Statements of Income and Comprehensive Income - Three Months Ended March 31, 2006 and 2005 |  | 4   
|         |  |                                                                                                        
|         |  | Consolidated Statements of Cash Flows - Three Months Ended March 31, 2006 and 2005                      |  | 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

MARCH 31, 2006

(Unaudited)



|                                                                                                |  |   |             |  
|----------------------------------------------------------------------------------------------- |  | - | ----------- | -
|Assets                                                                                          |  |   |             |  
|Cash and due from banks                                                                         |  | $ | 2,600,439   |  
|Interest-bearing deposits in banks                                                              |  |   | 760,918     |  
|Federal funds sold                                                                              |  |   | 21,832,000  |  
|Securities available for sale, at fair value                                                    |  |   | 19,869,007  |  
|Restricted equity securities, at cost                                                           |  |   | 1,740,950   |  
|                                                                                                | 
|Loans                                                                                           |  |   | 188,751,737 |  
|Less allowance for loan losses                                                                  |  |   | 2,324,283   |  
|                                                                                                |  |   |             |  
|Loans, net                                                                                      |  |   | 186,427,454 |  
|                                                                                                |  |   |             |  
|Premises and equipment                                                                          |  |   | 3,676,611   |  
|Other assets                                                                                    |  |   | 5,808,355   |  
|                                                                                                |  |   |             |  
|Total assets                                                                                    |  | $ | 242,715,734 |  
|                                                                                                |  |   |             |  
|Liabilities and Stockholders Equity                                                            |  |   |             |  
|Deposits                                                                                        |  |   |             |  
|Noninterest-bearing                                                                             |  | $ | 18,185,666  |  
|Interest-bearing                                                                                |  |   | 176,093,016 |  
|                                                                                                |  |   |             |  
|Total deposits                                                                                  |  |   | 194,278,682 |  
|Other borrowings                                                                                |  |   | 28,447,207  |  
|Other liabilities                                                                               |  |   | 3,432,866   |  
|                                                                                                |  |   |             |  
|Total liabilities                                                                               |  |   | 226,158,755 |  
|                                                                                                |  |   |             |  
|Commitments and contingencies                                                                   |  |   |             |  
|                                                                                                | 
|Stockholders equity                                                                            |  |   |             |  
|Common stock, par value $5; 10,000,000 shares authorized; 954,907 shares issued and outstanding |  |   | 4,774,535   |  
|Capital surplus                                                                                 |  |   | 5,316,815   |  
|Retained earnings                                                                               |  |   | 6,751,462   |  
|Accumulated other comprehensive loss                                                            |  |   | (285,833    | )
|                                                                                                |  |   |             |  
|Total stockholders equity                                                                      |  |   | 16,556,979  |  
|                                                                                                |  |   |             |  
|Total liabilities and stockholders equity                                                      |  | $ | 242,715,734 |  
|                                                                                                |  |   |             |  

See Notes to Consolidated Financial Statements.



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##### Table of Contents

FIRST GEORGIA COMMUNITY CORP. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

AND COMPREHENSIVE INCOME

THREE
MONTHS ENDED MARCH 31, 2006 AND 2005

(Unaudited)



|                                                                                     |  |                             |           |   |      |   |           |  
|------------------------------------------------------------------------------------ |  | --------------------------- | --------- | - | ---- | - | --------- | -
|                                                                                     |  | Three Months EndedMarch 31, |          
|                                                                                     |  | 2006                        |           |   | 2005 |  
|Interest income                                                                      |  |                             |           |   |      |   |           |  
|Loans                                                                                |  | $                           | 4,145,035 |   |      | $ | 2,950,276 |  
|Taxable securities                                                                   |  |                             | 193,358   |   |      |   | 162,321   |  
|Nontaxable securities                                                                |  |                             | 40,336    |   |      |   | 48,759    |  
|Federal funds sold                                                                   |  |                             | 163,573   |   |      |   | 69,406    |  
|                                                                                     |  |                             |           |   |      |   |           |  
|Total interest income                                                                |  |                             | 4,542,302 |   |      |   | 3,230,762 |  
|                                                                                     |  |                             |           |   |      |   |           |  
|Interest expense                                                                     |  |                             |           |   |      |   |           |  
|Deposits                                                                             |  |                             | 1,588,240 |   |      |   | 934,387   |  
|Other borrowings                                                                     |  |                             | 393,678   |   |      |   | 298,954   |  
|                                                                                     |  |                             |           |   |      |   |           |  
|Total interest expense                                                               |  |                             | 1,981,918 |   |      |   | 1,233,341 |  
|                                                                                     |  |                             |           |   |      |   |           |  
|Net interest income                                                                  |  |                             | 2,560,384 |   |      |   | 1,997,421 |  
|Provision for loan losses                                                            |  |                             | 6,100     |   |      |   | 50,000    |  
|                                                                                     |  |                             |           |   |      |   |           |  
|Net interest income after provision for loan losses                                  |  |                             | 2,554,284 |   |      |   | 1,947,421 |  
|                                                                                     |  |                             |           |   |      |   |           |  
|Other income                                                                         |  |                             |           |   |      |   |           |  
|Service charges on deposit accounts                                                  |  |                             | 185,067   |   |      |   | 137,623   |  
|Other operating income                                                               |  |                             | 47,503    |   |      |   | 60,010    |  
|                                                                                     |  |                             |           |   |      |   |           |  
|Total other income                                                                   |  |                             | 232,570   |   |      |   | 197,633   |  
|                                                                                     |  |                             |           |   |      |   |           |  
|Other expenses                                                                       |  |                             |           |   |      |   |           |  
|Salaries and employee benefits                                                       |  |                             | 758,010   |   |      |   | 887,150   |  
|Occupancy and equipment expenses                                                     |  |                             | 190,372   |   |      |   | 165,297   |  
|Other operating expenses                                                             |  |                             | 573,834   |   |      |   | 518,483   |  
|                                                                                     |  |                             |           |   |      |   |           |  
|Total other expenses                                                                 |  |                             | 1,522,216 |   |      |   | 1,570,930 |  
|                                                                                     |  |                             |           |   |      |   |           |  
|Net income before income taxes                                                       |  |                             | 1,264,638 |   |      |   | 574,124   |  
|Income tax expense                                                                   |  |                             | 453,385   |   |      |   | 182,200   |  
|                                                                                     |  |                             |           |   |      |   |           |  
|Net income                                                                           |  |                             | 811,253   |   |      |   | 391,924   |  
|                                                                                     |  |                             |           |   |      |   |           |  
|Other comprehensive loss:                                                            |  |                             |           |   |      |   |           |  
|Unrealized losses on securities available for sale arising during period, net of tax |  |                             | (84,082   | ) |      |   | (190,494  | )
|                                                                                     |  |                             |           |   |      |   |           |  
|Comprehensive income                                                                 |  | $                           | 727,171   |   |      | $ | 201,430   |  
|                                                                                     |  |                             |           |   |      |   |           |  
|Basic earnings per share                                                             |  | $                           | 0.85      |   |      | $ | 0.42      |  
|                                                                                     |  |                             |           |   |      |   |           |  
|Diluted earnings per share                                                           |  | $                           | 0.85      |   |      | $ | 0.42      |  
|                                                                                     |  |                             |           |   |      |   |           |  
|Cash dividends per share                                                             |  | $                           |          |   |      | $ |          |  
|                                                                                     |  |                             |           |   |      |   |           |  

See Notes to Consolidated Financial Statements.



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FIRST GEORGIA COMMUNITY CORP. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED MARCH 31, 2006 AND 2005

(Unaudited)



|                                                                                            |  |      |            |   |      |   |             |  
|------------------------------------------------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ----------- | -
|                                                                                            |  | 2006 |            |   | 2005 |  
|OPERATING ACTIVITIES                                                                        |  |      |            |   |      |   |             |  
|Net income                                                                                  |  | $    | 811,253    |   |      | $ | 391,924     |  
|Adjustments to reconcile net income to net cash provided by (used in) operating activities: |  |      |            |   |      |   |             |  
|Depreciation and amortization                                                               |  |      | 103,180    |   |      |   | 71,974      |  
|Net increase in loans held for sale                                                         |  |      |           |   |      |   | (442,830    | )
|Provision for loan losses                                                                   |  |      | 6,100      |   |      |   | 50,000      |  
|Provision for other losses                                                                  |  |      |           |   |      |   | 20,000      |  
|Deferred compensation                                                                       |  |      | 31,696     |   |      |   | 33,147      |  
|(Increase) decrease in interest receivable                                                  |  |      | 198,991    |   |      |   | (202,133    | )
|Increase (decrease) in interest payable                                                     |  |      | (126,398   | ) |      |   | 97,983      |  
|Net other operating activities                                                              |  |      | 46,394     |   |      |   | (75,723     | )
|                                                                                            |  |      |            |   |      |   |             |  
|Net cash provided by (used in) operating activities                                         |  |      | 1,071,216  |   |      |   | (55,658     | )
|                                                                                            |  |      |            |   |      |   |             |  
|INVESTING ACTIVITIES                                                                        |  |      |            |   |      |   |             |  
|Net decrease in interest-bearing deposits in banks                                          |  |      | 684,653    |   |      |   | 122,407     |  
|Purchases of securities available for sale                                                  |  |      |           |   |      |   | (495,390    | )
|Proceeds from maturities of securities available for sale                                   |  |      | 77,443     |   |      |   | 174,375     |  
|Purchase of restricted equity securities                                                    |  |      | (100,300   | ) |      |   | (107,400    | )
|Net (increase) decrease in federal funds sold                                               |  |      | (2,578,000 | ) |      |   | 623,000     |  
|Net (increase) decrease in loans                                                            |  |      | 4,482,226  |   |      |   | (16,295,545 | )
|Purchase of premises and equipment                                                          |  |      | (16,887    | ) |      |   | (85,097     | )
|                                                                                            |  |      |            |   |      |   |             |  
|Net cash provided by (used in) investing activities                                         |  |      | 2,549,135  |   |      |   | (16,063,650 | )
|                                                                                            |  |      |            |   |      |   |             |  
|FINANCING ACTIVITIES                                                                        |  |      |            |   |      |   |             |  
|Net increase (decrease) in deposits                                                         |  |      | (8,210,709 | ) |      |   | 16,831,070  |  
|Net decrease in other borrowings                                                            |  |      | (21,260    | ) |      |   |            |  
|Proceeds from exercise of stock options                                                     |  |      | 9,423      |   |      |   |            |  
|                                                                                            |  |      |            |   |      |   |             |  
|Net cash provided by (used in) financing activities                                         |  |      | (8,222,546 | ) |      |   | 16,831,070  |  
|                                                                                            |  |      |            |   |      |   |             |  
|Net increase (decrease) in cash and due from banks                                          |  |      | (4,602,195 | ) |      |   | 711,762     |  
|Cash and due from banks, beginning of period                                                |  |      | 7,202,634  |   |      |   | 4,281,050   |  
|                                                                                            |  |      |            |   |      |   |             |  
|Cash and due from banks, end of period                                                      |  | $    | 2,600,439  |   |      | $ | 4,992,812   |  
|                                                                                            |  |      |            |   |      |   |             |  
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION                                           |  |      |            |   |      |   |             |  
|                                                                                            |  |     
|Cash paid during period for:                                                                |  |      |            |   |      |   |             |  
|                                                                                            |  |     
|Interest                                                                                    |  | $    | 2,108,316  |   |      | $ | 1,135,358   |  
|                                                                                            |  |     
|Income taxes                                                                                |  | $    | 201,613    |   |      | $ | 171,400     |  

See Notes to Consolidated Financial Statements.



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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 month period ended March 31, 2006 are not necessarily indicative of the results to be expected for the full year.

NOTE 2. STOCK COMPENSATION PLAN

The Company adopted
Statement of Financial Accounting Standards No. 123 (revised 2004), Share Based Payment, (SFAS 123(R)) on the required effective date, January 1, 2006, using the modified prospective transition method. SFAS 123(R) addresses accounting for
share-based payment transactions in which an enterprise receives employee services in exchange for equity instruments of the enterprise. SFAS 123(R) requires an entity to recognize as compensation expense the grant-date fair value of stock options
and other equity-based compensation granted to employees within the income statement using a fair-value-based method, eliminating the intrinsic value method of accounting previously permissible under Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees (APB 25) and related interpretations.

The Company did not record compensation expense related to the adoption of
SFAS 123(R) during the quarter ended March 31, 2006 as the expense associated with the first quarter were determined to be insignificant. Additionally, there would have been no pro forma effect of expense recognition for the quarter ended
March 31, 2005 as no options vested during that quarter. The Companys estimate of the full year increase in compensation expense due to the expensing of stock options for 2006 is approximately $35,000.

At March 31, 2006, there was approximately $163,000 of unrecognized compensation cost related to unvested stock options. That cost is expected to be recognized as
expense over the future vesting period of approximately five years.

Prior to January 1, 2006, the Company accounted for its share-based payments
under Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation (SFAS 123), which allowed two alternative accounting methods for stock-based compensation: a fair-value based method or an intrinsic-value-based
method prescribed by APB 25 and related interpretations. The Company elected to use the intrinsic-value-based method of accounting for stock-based compensation under APB 25, and adopted the disclosure requirements of SFAS 123, as amended by
Statement of Financial Accounting Standards No. 148, Accounting for Stock-Based Compensation  Transition and Disclosure.

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



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##### Table of Contents

A summary of stock options outstanding as of March 31, 2006 is presented in the
following table.



|                                                                                        |  |                                  |            |   |                               |   |      
|--------------------------------------------------------------------------------------- |  | -------------------------------- | ---------- | - | ----------------------------- | - | -----
|                                                                                        |  | Three Months EndedMarch 31, 2006
|                                                                                        |  | Number                           |            |   | Weighted-AverageExercisePrice
|Under option, beginning of period                                                       |  |                                  | 37,665     |   |                               | $ | 13.34
|Granted                                                                                 |  |                                  | 5,000      |   |                               |   | 19.00
|Exercised                                                                               |  |                                  | (665       | ) |                               |   | 14.17
|                                                                                        |  |                                  |            |   |                               |   |      
|Under option, end of period                                                             |  |                                  | 42,000     |   |                               |   | 14.00
|                                                                                        |  |                                  |            |   |                               |   |      
|Exercisable, end of period                                                              |  |                                  | 26,050     |   |                               | $ | 12.97
|                                                                                        |  |                                  |            |   |                               |   |      
|Weighted average fair value of options granted during the period                        |  | $                                | 8.04       |   |                               |   |      
|                                                                                        |  |                                  |            |   |                               |   |      
|Total intrinsic value of options exercised during the period                            |  | $                                | 3,212      |   |                               |   |      
|                                                                                        |  |                                  |            |   |                               |   |      
|Weighted average remaining contractual term of exercisable options at end of the period |  |                                  | 6.24 years |   |                               |   |      
|                                                                                        |  |                                  |            |   |                               |   |      
|Aggregate intrinsic value of exercisable options at end of the period                   |  | $                                | 157,146    |   |                               |   |      
|                                                                                        |  |                                  |            |   |                               |   |      
|Aggregate intrinsic value of outstanding options at end of the period                   |  | $                                | 210,035    |   |                               |   |      
|                                                                                        |  |                                  |            |   |                               |   |      

A summary of the status of the nonvested options at March 31, 2006 and changes during the period ended on
that date is as follows:



|                                                 |  |                                  |  |                                 |      
|------------------------------------------------ |  | -------------------------------- |  | ------------------------------- | -----
|                                                 |  | Three Months EndedMarch 31, 2005
|                                                 |  | Number                           |  | Weighted-AverageGrant DatePrice
|Nonvested, beginning of the period               |  | 10,950                           |  | $                               | 14.17
|Granted                                          |  | 5,000                            |  |                                 | 19.00
|                                                 |  |                                  |  |                                 |      
|Nonvested, end of the period                     |  | 15,950                           |  |                                 | 15.68
|                                                 |  |                                  |  |                                 |      
|Total fair value of options vested during period |  |                                  |  |                                 |     
|                                                 |  |                                  |  |                                 |      



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Information pertaining to options outstanding at March 31, 2006 is as follows:



|                         |  |                     |  |                                              |  |                                  |       |                    |        |                                  |   |      
|------------------------ |  | ------------------- |  | -------------------------------------------- |  | -------------------------------- | ----- | ------------------ | ------ | -------------------------------- | - | -----
|                         |  | Options Outstanding |  | Options Exercisable                         
|Range of Exercise Prices |  | Number Outstanding  |  | Weighted- Average Remaining Contractual Life |  | Weighted- Average Exercise Price |       | Number Exercisable |        | Weighted- Average Exercise Price
|$12.38  $14.17          |  | 37,000              |  | 5.76 years                                   |  | $                                | 13.32 |                    | 26,050 |                                  | $ | 12.97
|$19.00                   |  | 5,000               |  | 9.75 years                                   |  |                                  | 19.00 |                    |       |                                  |   |     
|                         |  |                     |  |                                              |  |                                  |       |                    |        |                                  |   |      
|                         |  | 42,000              |  | 6.92 years                                   |  | $                                | 14.00 |                    | 26,050 |                                  | $ | 12.97
|                         |  |                     |  |                                              |  |                                  |       |                    |        |                                  |   |      

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



|                        |  |                                  
|----------------------- |  | ---------------------------------
|                        |  | Three Months Ended March 31, 2006
|Dividend yield          |  | 0%                               
|Expected life           |  | 10 years                         
|Expected volatility     |  | 20%                              
|Risk-free interest rate |  | 4.36%                            

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 Ended March 31,
|                                                                                                                                |  | 2006                         |         | 2005
|Basic Earnings Per Share:                                                                                                       |  |                              |         |      |   |        
|Weighted average common shares outstanding                                                                                      |  |                              | 954,672 |      |   | 931,041
|                                                                                                                                |  |                              |         |      |   |        
|Net income                                                                                                                      |  | $                            | 811,253 |      | $ | 391,924
|                                                                                                                                |  |                              |         |      |   |        
|Basic earnings per share                                                                                                        |  | $                            | .85     |      | $ | .42    
|                                                                                                                                |  |                              |         |      |   |        
|Diluted Earnings Per Share:                                                                                                     |  |                              |         |      |   |        
|Weighted average common shares outstanding                                                                                      |  |                              | 954,672 |      |   | 931,041
|Net effect of the assumed exercise of stock options based on the treasury stock method using average market prices for the
year |  |                              | 2,392   |      |   | 2,453  
|                                                                                                                                |  |                              |         |      |   |        
|Total weighted average common shares and common stock equivalents outstanding                                                   |  |                              | 957,064 |      |   | 928,588
|                                                                                                                                |  |                              |         |      |   |        
|Net income                                                                                                                      |  | $                            | 811,253 |      | $ | 391,924
|                                                                                                                                |  |                              |         |      |   |        
|Diluted earnings per share                                                                                                      |  | $                            | .85     |      | $ | .42    
|                                                                                                                                |  |                              |         |      |   |        



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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 1.23% at March 31, 2006 as compared to 1.19% at December 31, 2005. See Results of Operations for the Three Months Ended March 31, 2006 and 2005 for more
information about the effect of the allowance and provision for loan losses.



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Liquidity and Capital Resources

As of March 31, 2006, 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. The liquidity ratio (i.e. cash, short-term assets and marketable assets divided by deposits and other borrowings) was approximately 15.57%. As we grow, we will continue to monitor liquidity and make adjustments as deemed necessary.

The outstanding loans continue to be maintained at a level that requires the use of brokered deposits as a funding source. Total brokered deposits
amounted to $91 million, or approximately 47% of total deposits, as of March 31, 2006. These deposits are readily obtainable at rates not significantly different from rates that we pay on deposits in our local market.

At March 31, 2006, the Company and First Georgia Community Bank were well capitalized 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       |   |  | MinimumRegulatoryRequirement |  
|                           |  | Consolidated |   |  | Bank                         |   | 
|Leverage capital ratios    |  | 9.04         | % |  | 9.31                         | % |  | 4.00 | %
|Risk-based capital ratios: |  |              |   |  |                              |   |  |      |  
|Core capital               |  | 10.44        |   |  | 10.73                        |   |  | 4.00 |  
|Total capital              |  | 11.62        |   |  | 11.92                        |   |  | 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:



|                             |  |               |           
|---------------------------- |  | ------------- | ----------
|                             |  | March 31,2006
|Commitments to extend credit |  | $             | 67,384,000
|Letters of credit            |  |               | 570,000   
|                             |  |               |           
|                             |  | $             | 67,954,000
|                             |  |               |           



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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.

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:



|                                   |  |                        |         |                  |   |        
|---------------------------------- |  | ---------------------- | ------- | ---------------- | - | -------
|                                   |  | March 31,2006          |         | December 31,2005
|                                   |  | (Dollars in Thousands)
|Cash and due from banks            |  | $                      | 2,600   |                  | $ | 7,203  
|Interest-bearing deposits in banks |  |                        | 761     |                  |   | 1,445  
|Federal funds sold                 |  |                        | 21,832  |                  |   | 19,254 
|Securities                         |  |                        | 21,610  |                  |   | 21,726 
|Loans, net                         |  |                        | 186,427 |                  |   | 191,875
|Premises and equipment             |  |                        | 3,677   |                  |   | 3,759  
|Other assets                       |  |                        | 5,809   |                  |   | 5,989  
|                                   |  |                        |         |                  |   |        
|                                   |  | $                      | 242,716 |                  | $ | 251,251
|                                   |  |                        |         |                  |   |        
|Deposits                           |  | $                      | 194,279 |                  | $ | 202,489
|Other borrowings                   |  |                        | 28,447  |                  |   | 28,469 
|Other liabilities                  |  |                        | 3,433   |                  |   | 4,473  
|Stockholders equity               |  |                        | 16,557  |                  |   | 15,820 
|                                   |  |                        |         |                  |   |        
|                                   |  | $                      | 242,716 |                  | $ | 251,251
|                                   |  |                        |         |                  |   |        

Our assets decreased by 3.40% during the first quarter of 2006. Gross loans outstanding decreased approximately
$5.4 million during the first quarter of 2006. Deposits decreased by $8.2 million and Federal funds sold increased $2.5 million. As part of our planned reduction in loans we reduced our construction and land development loans by $13.5 million
causing our assets and loans to decrease. We continue to fund the majority of our loans with brokered out of territory funds. 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 $811,000, partially offset by increases on losses on securities available for sale, net of tax, of $84,000.



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##### Table of Contents

Results of Operations For The Three Months Ended March 31, 2006 and 2005

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



|                          |  |                              |       |      |   |      
|------------------------- |  | ---------------------------- | ----- | ---- | - | -----
|                          |  | Three Months Ended March 31,
|                          |  | 2006                         |       | 2005
|                          |  | (Dollars in Thousands)      
|Interest income           |  | $                            | 4,542 |      | $ | 3,230
|Interest expense          |  |                              | 1,982 |      |   | 1,233
|                          |  |                              |       |      |   |      
|Net interest income       |  |                              | 2,560 |      |   | 1,997
|Provision for loan losses |  |                              | 6     |      |   | 50   
|Other income              |  |                              | 233   |      |   | 198  
|Other expense             |  |                              | 1,522 |      |   | 1,571
|                          |  |                              |       |      |   |      
|Pretax income             |  |                              | 1,265 |      |   | 574  
|Income taxes              |  |                              | 454   |      |   | 182  
|                          |  |                              |       |      |   |      
|Net income                |  | $                            | 811   |      | $ | 392  
|                          |  |                              |       |      |   |      

Our net interest income has increased by $563,000 in the first quarter of 2006 as compared to the same period in
2005. Our net interest margin was 4.65% in the first quarter of 2006 as compared to 4.17% for the first quarter of 2005 and 4.14% for the entire year of 2005. The increase in net interest income is due to the yield on earning assets increasing
faster than the cost of funds. Our cost of funds increased to 3.62% in the first quarter of 2006 as compared to 2.83% in the first quarter of 2005.

The
provision for loan losses decreased by $44,000 in the first quarter of 2006, when compared to the same period in 2005. This decrease is due to the reduction of loans and nonperforming loans. The allowance for loan losses as a percentage of total
loans was 1.23% at March 31, 2006 as compared to 1.19% at December 31, 2005. Net recoveries for the first quarter of 2006 were $13,000 as compared to $5,000 in 2005. As of March 31, 2006, we had nonperforming loans and assets of
$443,000 as compared to $336,000 at December 31, 2005. Management has reviewed the non-accrual loans individually and determined that the likelihood of any significant loss of principal is mitigated due to the value of the collateral securing
these loans. 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.
Management has reviewed the potential problem loans individually and determined that the likelihood of any significant loss of principal is mitigated due to the value of the collateral securing these loans.



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##### Table of Contents

Information with respect to nonaccrual, past due and restructured loans at
March 31, 2006 and 2005 is as follows:



|                                                                                                         |  |                        |       |      |   |      
|-------------------------------------------------------------------------------------------------------- |  | ---------------------- | ----- | ---- | - | -----
|                                                                                                         |  | March 31,             
|                                                                                                         |  | 2006                   |       | 2005
|                                                                                                         |  | (Dollars in Thousands)
|Nonaccrual loans                                                                                         |  | $                      | 443   |      | $ | 2,034
|Loans contractually past due ninety days or more as to interest or principal payments and still accruing |  |                        | 1,248 |      |   | 67   
|Restructured loans                                                                                       |  |                        | 0     |      |   | 0    
|Potential problem loans                                                                                  |  |                        | 4,949 |      |   | 2,696
|Interest income that would have been recorded on nonaccrual and restructured loans under original terms  |  |                        | 10    |      |   | 36   
|Interest income that was recorded on nonaccrual and restructured loans                                   |  |                        | 0     |      |   | 14   

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

Loans classified for regulatory purposes as loss, doubtful, substandard, or special mention that have not been included in the table above
do not represent or result from trends or uncertainties 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.



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##### Table of Contents

Information regarding certain loans and allowance for loan loss data through
March 31, 2006 and 2005 is as follows:



|                                                                            |  |                              |         |   |      |   |         |  
|--------------------------------------------------------------------------- |  | ---------------------------- | ------- | - | ---- | - | ------- | -
|                                                                            |  | Three Months Ended March 31, |        
|                                                                            |  | 2006                         |         |   | 2005 |  
|                                                                            |  | (Dollars in Thousands)       |        
|Average amount of loans outstanding                                         |  | $                            | 190,326 |   |      | $ | 157,080 |  
|                                                                            |  |                              |         |   |      |   |         |  
|Balance of allowance for loan losses at beginning of period                 |  | $                            | 2,305   |   |      | $ | 1,987   |  
|                                                                            |  |                              |         |   |      |   |         |  
|Loans charged off                                                           |  |                              |         |   |      |   |         |  
|Commercial and financial                                                    |  |                              |        |   |      |   |        |  
|Real estate mortgage                                                        |  |                              |        |   |      |   |        |  
|Installment                                                                 |  |                              |        |   |      |   |        |  
|                                                                            |  |                              |         |   |      |   |         |  
|                                                                            |  |                              |        |   |      |   |        |  
|                                                                            |  |                              |         |   |      |   |         |  
|Loans recovered                                                             |  |                              |         |   |      |   |         |  
|Commercial and financial                                                    |  |                              |        |   |      |   |        |  
|Real estate mortgage                                                        |  |                              | 11      |   |      |   |        |  
|Installment                                                                 |  |                              | 2       |   |      |   | 5       |  
|                                                                            |  |                              |         |   |      |   |         |  
|                                                                            |  |                              | 13      |   |      |   | 5       |  
|                                                                            |  |                              |         |   |      |   |         |  
|Net recoveries                                                              |  |                              | 13      |   |      |   | 5       |  
|                                                                            |  |                              |         |   |      |   |         |  
|Additions to allowance charged to operating expense during period           |  |                              | 6       |   |      |   | 50      |  
|                                                                            |  |                              |         |   |      |   |         |  
|Balance of allowance for loan losses at end of period                       |  | $                            | 2,324   |   |      | $ | 2,042   |  
|                                                                            |  |                              |         |   |      |   |         |  
|Ratio of net loans recovered during the period to average loans outstanding |  |                              | .01     | % |      |   | .00     | %
|                                                                            |  |                              |         |   |      |   |         |  

Other income has increased in the first quarter of 2006 as compared to the same period in 2005 by $35,000 due
primarily to an increase in service charges on deposits of $47,000 and gains on sales of other real estate owned decrease of $9,000.

Other expenses
decreased in the first quarter of 2006 as compared to the same period in 2005 by $49,000. The net decrease was due to the decrease in salaries and employee benefits of $129,000, occupancy and equipment expenses increased by $25,000, and other
operating increased by $55,000. Salaries and employee benefits have decreased due to the restructure of senior management however the current number of full time equivalent employees increased to 60 at March 31, 2006 from 52 at March 31,
2005, primarily as a result of our planned expansion into the Covington, Georgia, market. Occupancy and equipment expenses have increased due to increases in expense equipment and occupancy expense attributed to our planned growth. Other operating
expenses have increased due to on going growth.



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We have provided for income taxes at an effective tax rate of 36% and 32% including state income taxes for the first
quarters of 2006 and 2005.

We are not aware of any known trends, events or uncertainties, other than the effect of events as described above, that will
have or that are reasonably likely to have a material effect on its 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 our Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, pursuant to Rule 13a-15 of the Securities Exchange
Act of 1934, as amended. Based on this evaluation, our Chief Executive and Chief Financial Officer concluded that our disclosure controls and procedures are effective for gathering, analyzing and disclosing the information that we are required to
disclose in the reports we file under the Securities Exchange Act of 1934, within the time periods specified in the SECs rules and forms. Our Chief Executive Officer and Chief Financial Officer also concluded that our disclosure controls and
procedures are effective in timely alerting them to material information relating to our company required to be included in our periodic SEC filings. In connection with the new rules, 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 changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the date of this
evaluation.



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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 AND REPORTS ON FORM 8-K.

(a)    Exhibits.



31.1

Certification of Chief Executive Officer, Pursuant to Rule 13a-15(a) under the Securities Exchange Act of 1934, as amended.31.2

Certification of Chief Financial Officer, Pursuant to Rule 13a-15(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.




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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: May 15, 2006 |  | BY: |  | /s/ Emory B. Lewis                                                
|                   |  |     |  | Emory B. Lewis, President and C.E.O. (Principal Executive Officer)



|                   |  |     |  |                                                                                         
|------------------ |  | --- |  | ----------------------------------------------------------------------------------------
|DATE: May 15, 2006 |  | BY: |  | /s/ Elaine S. Kendrick                                                                  
|                   |  |     |  | Elaine S. Kendrick, Secretary and Treasurer (Principal Financial and Accounting Officer)



17