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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, 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                                                        |  | 58-2261088                       
|(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 May 1, 2004: 930,208; $5 par value



Transitional Small Business Disclosure Format    Yes ̈No  x



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FIRST GEORGIA COMMUNITY CORP. AND SUBSIDIARY



INDEX



|         |  |                                                                                                         |  |     
|-------- |  | ------------------------------------------------------------------------------------------------------- |  | ----
|         |  |                                                                                                         |  | Page
|PART I.  |  | FINANCIAL INFORMATION                                                                                   |  |     
|         |  |                                                                                                        
|         |  | Item 1.
Financial Statements                                                                            |  |     
|         |  |                                                                                                        
|         |  | Consolidated Balance Sheet - March 31, 2004                                                             |  | 3   
|         |  |                                                                                                        
|         |  | Consolidated Statements of Income and Comprehensive Income - Three Months Ended March 31, 2004 and 2003 |  | 4   
|         |  |                                                                                                        
|         |  | Consolidated Statements of Cash Flows - Three Months Ended March 31, 2004 and 2003                      |  | 5   
|         |  |                                                                                                        
|         |  | Notes to Consolidated Financial Statements                                                              |  | 6   
|         |  |                                                                                                        
|         |  | Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations           |  | 8   
|         |  |                                                                                                        
|         |  | Item 3.
Controls and Procedures                                                                         |  | 16  
|         |  |                                                                                                        
|PART II. |  | OTHER INFORMATION                                                                                       |  |     
|         |  |                                                                                                        
|         |  | Item 4 -
Submission of Matters to a Vote of Security Holders                                            |  | 17  
|         |  |                                                                                                        
|         |  | Item 6 -
Exhibits and Reports on Form 8-K                                                               |  | 17  
|         |  |                                                                                                        
|         |  | Signatures                                                                                              |  | 18  



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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, 2004

(Unaudited)



|                                                                                                |  |   |            
|----------------------------------------------------------------------------------------------- |  | - | -----------
|Assets                                                                                          |  |   |            
|                                                                                                | 
|Cash and due from banks                                                                         |  | $ | 6,106,627  
|Interest-bearing deposits in banks                                                              |  |   | 1,003,526  
|Federal funds sold                                                                              |  |   | 9,339,000  
|Securities available-for-sale, at fair value                                                    |  |   | 19,563,046 
|Restricted equity securities, at cost                                                           |  |   | 1,178,250  
|Loans held for sale                                                                             |  |   | 1,086,901  
|                                                                                                | 
|Loans                                                                                           |  |   | 106,889,117
|Less allowance for loan losses                                                                  |  |   | 2,046,051  
|                                                                                                |  |   |            
|Loans, net                                                                                      |  |   | 104,843,066
|                                                                                                |  |   |            
|Premises and equipment                                                                          |  |   | 2,464,740  
|Other assets                                                                                    |  |   | 5,109,020  
|                                                                                                |  |   |            
|Total assets                                                                                    |  | $ | 150,694,176
|                                                                                                |  |   |            
|Liabilities and Stockholders Equity                                                            |  |   |            
|                                                                                                | 
|Deposits                                                                                        |  |   |            
|Noninterest-bearing                                                                             |  | $ | 10,410,778 
|Interest-bearing                                                                                |  |   | 98,249,037 
|                                                                                                |  |   |            
|Total deposits                                                                                  |  |   | 108,659,815
|Other borrowings                                                                                |  |   | 28,073,002 
|Other liabilities                                                                               |  |   | 1,661,173  
|                                                                                                |  |   |            
|Total liabilities                                                                               |  |   | 138,393,990
|                                                                                                |  |   |            
|Commitments and contingencies                                                                   |  |   |            
|                                                                                                | 
|Stockholders equity                                                                            |  |   |            
|Common stock, par value $5; 10,000,000 shares authorized; 930,208 shares issued and outstanding |  |   | 4,651,040  
|Capital surplus                                                                                 |  |   | 5,123,652  
|Retained earnings                                                                               |  |   | 2,275,870  
|Accumulated other comprehensive income                                                          |  |   | 249,624    
|                                                                                                |  |   |            
|Total stockholders equity                                                                      |  |   | 12,300,186 
|                                                                                                |  |   |            
|                                                                                                |  |   |            
|Total liabilities and stockholders equity                                                      |  | $ | 150,694,176
|                                                                                                |  |   |            



See Notes to Consolidated Financial
Statements.





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FIRST GEORGIA COMMUNITY CORP. AND SUBSIDIARY



CONSOLIDATED STATEMENTS OF INCOME

AND COMPREHENSIVE INCOME

THREE MONTHS ENDED MARCH 31, 2004 AND 2003

(Unaudited)



|                                                                                             |  |                              |           |      |   |           |  
|-------------------------------------------------------------------------------------------- |  | ---------------------------- | --------- | ---- | - | --------- | -
|                                                                                             |  | Three Months Ended March 31, |          
|                                                                                             |  | 2004                         |           | 2003 |  
|Interest income                                                                              |  |                              |           |      |   |           |  
|Loans                                                                                        |  | $                            | 1,735,777 |      | $ | 1,785,425 |  
|Taxable securities                                                                           |  |                              | 155,280   |      |   | 175,419   |  
|Nontaxable securities                                                                        |  |                              | 48,779    |      |   | 38,085    |  
|Deposits in banks                                                                            |  |                              | 383       |      |   | 3,078     |  
|Federal funds sold                                                                           |  |                              | 21,390    |      |   | 36,057    |  
|                                                                                             |  |                              |           |      |   |           |  
|Total interest income                                                                        |  |                              | 1,961,609 |      |   | 2,038,064 |  
|                                                                                             |  |                              |           |      |   |           |  
|Interest expense                                                                             |  |                              |           |      |   |           |  
|Deposits                                                                                     |  |                              | 556,851   |      |   | 710,178   |  
|Other borrowings                                                                             |  |                              | 276,729   |      |   | 286,348   |  
|                                                                                             |  |                              |           |      |   |           |  
|Total interest expense                                                                       |  |                              | 833,580   |      |   | 996,526   |  
|                                                                                             |  |                              |           |      |   |           |  
|Net interest income                                                                          |  |                              | 1,128,029 |      |   | 1,041,538 |  
|Provision for loan losses                                                                    |  |                              |          |      |   | 270,000   |  
|                                                                                             |  |                              |           |      |   |           |  
|Net interest income after provision for loan losses                                          |  |                              | 1,128,029 |      |   | 771,538   |  
|                                                                                             |  |                              |           |      |   |           |  
|Other income                                                                                 |  |                              |           |      |   |           |  
|Service charges on deposit accounts                                                          |  |                              | 157,138   |      |   | 91,011    |  
|Other operating income                                                                       |  |                              | 69,111    |      |   | 160,248   |  
|                                                                                             |  |                              |           |      |   |           |  
|Total other income                                                                           |  |                              | 226,249   |      |   | 251,259   |  
|                                                                                             |  |                              |           |      |   |           |  
|Other expenses                                                                               |  |                              |           |      |   |           |  
|Salaries and employee benefits                                                               |  |                              | 569,340   |      |   | 435,726   |  
|Occupancy and equipment expenses                                                             |  |                              | 120,704   |      |   | 96,261    |  
|Other operating expenses                                                                     |  |                              | 423,164   |      |   | 385,199   |  
|                                                                                             |  |                              |           |      |   |           |  
|Total other expenses                                                                         |  |                              | 1,113,208 |      |   | 917,186   |  
|                                                                                             |  |                              |           |      |   |           |  
|Net income before income taxes                                                               |  |                              | 241,070   |      |   | 105,611   |  
|                                                                                             |  |                             
|Income tax expense                                                                           |  |                              | 75,100    |      |   | 34,853    |  
|                                                                                             |  |                              |           |      |   |           |  
|Net income                                                                                   |  |                              | 165,970   |      |   | 70,758    |  
|                                                                                             |  |                              |           |      |   |           |  
|Other comprehensive income (loss) :                                                          |  |                              |           |      |   |           |  
|Unrealized gains (losses) on securities available-for-sale arising during period, net of tax |  |                              | 93,025    |      |   | (54,488   | )
|                                                                                             |  |                              |           |      |   |           |  
|Comprehensive income                                                                         |  | $                            | 258,995   |      | $ | 16,270    |  
|                                                                                             |  |                              |           |      |   |           |  
|Basic earnings per share                                                                     |  | $                            | 0.18      |      | $ | 0.08      |  
|                                                                                             |  |                              |           |      |   |           |  
|Diluted earnings per share                                                                   |  | $                            | 0.18      |      | $ | 0.08      |  
|                                                                                             |  |                              |           |      |   |           |  
|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, 2004 AND 2003

(Unaudited)



|                                                                                            |  |      |            |   |      |   |            |  
|------------------------------------------------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | -
|                                                                                            |  | 2004 |            |   | 2003 |  
|OPERATING ACTIVITIES                                                                        |  |      |            |   |      |   |            |  
|Net income                                                                                  |  | $    | 165,970    |   |      | $ | 70,758     |  
|Adjustments to reconcile net income to net cash provided by (used in) operating activities: |  |      |            |   |      |   |            |  
|Depreciation, amortization and accretion                                                    |  |      | 77,946     |   |      |   | 81,297     |  
|Net (increase) decrease in loans held for sale                                              |  |      | (1,086,901 | ) |      |   | 26,399     |  
|Provision for loan losses                                                                   |  |      |           |   |      |   | 270,000    |  
|Gain on sale of real estate                                                                 |  |      | (9,278     | ) |      |   | (92,083    | )
|(Increase) decrease in interest receivable                                                  |  |      | (59,820    | ) |      |   | 116,510    |  
|Increase (decrease) in interest payable                                                     |  |      | 2,294      |   |      |   | (21,701    | )
|Net other operating activities                                                              |  |      | (8,205     | ) |      |   | 130,265    |  
|                                                                                            |  |      |            |   |      |   |            |  
|Net cash provided by (used in) operating activities                                         |  |      | (917,994   | ) |      |   | 581,445    |  
|                                                                                            |  |      |            |   |      |   |            |  
|INVESTING ACTIVITIES                                                                        |  |      |            |   |      |   |            |  
|Net (increase) decrease in interest-bearing deposits in banks                               |  |      | (81,721    | ) |      |   | 353,609    |  
|Purchases of securities available-for-sale                                                  |  |      | (2,244,375 | ) |      |   | (3,271,139 | )
|Proceeds from maturities of securities available-for-sale                                   |  |      | 2,037,182  |   |      |   | 2,629,580  |  
|Net (increase) decrease in federal funds sold                                               |  |      | 1,440,000  |   |      |   | (1,999,000 | )
|Net increase in loans                                                                       |  |      | (2,053,806 | ) |      |   | (3,197,096 | )
|Proceeds from sale of other real estate                                                     |  |      | 726,865    |   |      |   |           |  
|Proceeds from redemption of restricted equity securities                                    |  |      | 100,000    |   |      |   |            |  
|Purchase of premises and equipment                                                          |  |      | (53,408    | ) |      |   | (329,851   | )
|                                                                                            |  |      |            |   |      |   |            |  
|Net cash used in investing activities                                                       |  |      | (129,263   | ) |      |   | (5,813,897 | )
|                                                                                            |  |      |            |   |      |   |            |  
|FINANCING ACTIVITIES                                                                        |  |      |            |   |      |   |            |  
|Net increase in deposits                                                                    |  |      | 2,208,828  |   |      |   | 7,382,745  |  
|Proceeds from other borrowings                                                              |  |      | 774,912    |   |      |   | 280,304    |  
|Proceeds from exercise of stock options                                                     |  |      |           |   |      |   | 21,046     |  
|                                                                                            |  |      |            |   |      |   |            |  
|Net cash provided by financing activities                                                   |  |      | 2,983,740  |   |      |   | 7,684,095  |  
|                                                                                            |  |      |            |   |      |   |            |  
|Net increase in cash and due from banks                                                     |  |      | 1,936,483  |   |      |   | 2,451,643  |  
|                                                                                            |  |     
|Cash and due from banks, beginning of period                                                |  |      | 4,170,144  |   |      |   | 2,844,136  |  
|                                                                                            |  |      |            |   |      |   |            |  
|Cash and due from banks, end of period                                                      |  | $    | 6,106,627  |   |      | $ | 5,295,779  |  
|                                                                                            |  |      |            |   |      |   |            |  
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION                                           |  |      |            |   |      |   |            |  
|                                                                                            |  |     
|Cash paid (received) during period for:                                                     |  |      |            |   |      |   |            |  
|Interest                                                                                    |  | $    | 831,286    |   |      | $ | 1,018,227  |  
|Income taxes                                                                                |  | $    | (11,595    | ) |      | $ | 2,955      |  
|                                                                                            |  |     
|NONCASH TRANSACTION                                                                         |  |      |            |   |      |   |            |  
|Principal balance of loans transferred to other real estate                                 |  | $    |           |   |      | $ | 4,552,581  |  
|Financed sale of other real estate                                                          |  | $    | 1,048,000  |   |      |   | 1,325,000  |  



See Notes to Consolidated Financial
Statements.



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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, 2004 are not necessarily indicative of the results to
be expected for the full year.



NOTE 2. STOCK COMPENSATION PLAN



At March 31, 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 this 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 EndedMarch 31,
|                                                                                                                                            |  | 2004                        |         | 2003
|Net income, as reported                                                                                                                     |  | $                           | 165,970 |      | $ | 70,758
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax
effects |  |                             |        |      |   | 4,902 
|                                                                                                                                            |  |                             |         |      |   |       
|Pro forma net income                                                                                                                        |  | $                           | 165,970 |      | $ | 65,856
|                                                                                                                                            |  |                             |         |      |   |       
|Earnings per share:                                                                                                                         |  |                             |         |      |   |       
|                                                                                                                                            |  |                             |         |      |   |       
|Basic - as reported                                                                                                                         |  | $                           | 0.18    |      | $ | 0.08  
|                                                                                                                                            |  |                             |         |      |   |       
|Basic - pro forma                                                                                                                           |  | $                           | 0.18    |      | $ | 0.07  
|                                                                                                                                            |  |                             |         |      |   |       
|Diluted - as reported                                                                                                                       |  | $                           | 0.18    |      | $ | 0.08  
|                                                                                                                                            |  |                             |         |      |   |       
|Diluted - pro forma                                                                                                                         |  | $                           | 0.18    |      | $ | 0.07  
|                                                                                                                                            |  |                             |         |      |   |       



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NOTE 3. CURRENT ACCOUNTING DEVELOPMENTS



In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities, an interpretation of ARB No.
51, and on December 24, 2003, the FASB issued FASB Interpretation No. 46 (Revised December 2003), Consolidation of Variable Interest Entities which replaced FIN 46. The interpretation addresses consolidation by business enterprises
of variable interest entities. A variable interest entity is defined as an entity subject to consolidation according to the provisions of the interpretation. The revised interpretation provides for special effective dates for entities that had fully
or partially applied the original interpretation as of December 24, 2003. Otherwise, application of the interpretation was required in financial statements of public entities that have interests in special-purpose entities, or SPEs, for periods
ending after December 15, 2003. Application by public entities, other than small business issuers, for all other types of variable interest entities (i.e., non-SPEs) is required in financial statements for periods ending after March 15, 2004.
Application by small business issuers to variable interest entities other than SPEs is required at various dates in 2004 and 2005. The Company has determined that the revised provisions required deconsolidation of subsidiary trusts which issued
trust preferred securities. The Company adopted these revised provisions in the first quarter of 2004. The interpretations did not have a material effect on the Companys financial condition or results of operations.



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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 the 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, may, 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 the 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



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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 1.91% at March 31, 2004 as compared to 1.97% at December 31, 2003. See Results of Operations for the Three Months Ended March 31, 2004 and 2003 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, 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. The liquidity ratio (i.e. cash, short-term assets and marketable assets divided by deposits and other borrowings) was approximately 22.19%. 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 $14.8 million, or approximately 14% of total deposits, as of March 31, 2004. These deposits are readily obtainable at
rates not significantly different from rates that we pay on deposits in our local market.



At March 31, 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       |   |  | MinimumRegulatory Requirement |  
|                           |  | Consolidated |   |  | Bank                          |   | 
|Leverage capital ratios    |  | 10.81        | % |  | 8.38                          | % |  | 4.00 | %
|Risk-based capital ratios: |  |              |   |  |                               |   |  |      |  
|Core capital               |  | 13.13        |   |  | 10.14                         |   |  | 4.00 |  
|Total capital              |  | 15.31        |   |  | 11.39                         |   |  | 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.





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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 31,2004
|Commitments to extend credit |  | $             | 11,414,000
|Letters of credit            |  |               | 387,000   
|                             |  |               |           
|                             |  | $             | 11,801,000
|                             |  |               |           



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.



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 31,2004          |         | December 31,2003
|                                   |  | (Dollars in Thousands)
|Cash and due from banks            |  | $                      | 6,106   |                  | $ | 4,170  
|Interest-bearing deposits in banks |  |                        | 1,004   |                  |   | 922    
|Federal funds sold                 |  |                        | 9,339   |                  |   | 10,779 
|Securities                         |  |                        | 20,741  |                  |   | 20,504 
|Loans, net                         |  |                        | 104,843 |                  |   | 101,741
|Loans held for sale                |  |                        | 1,087   |                  |   |       
|Premises and equipment             |  |                        | 2,465   |                  |   | 2,469  
|Other assets                       |  |                        | 5,109   |                  |   | 6,585  
|                                   |  |                        |         |                  |   |        
|                                   |  | $                      | 150,694 |                  | $ | 147,170
|                                   |  |                        |         |                  |   |        
|Deposits                           |  | $                      | 108,660 |                  | $ | 106,451
|Other borrowings                   |  |                        | 28,073  |                  |   | 27,298 
|Other liabilities                  |  |                        | 1,661   |                  |   | 1,380  
|Stockholders equity               |  |                        | 12,300  |                  |   | 12,041 
|                                   |  |                        |         |                  |   |        
|                                   |  | $                      | 150,694 |                  | $ | 147,170
|                                   |  |                        |         |                  |   |        



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Our assets increased by 2.39% during the first quarter of 2004. Gross loans outstanding increased approximately $4.19
million during the first quarter of 2004. Deposit growth of $2.2 million and a reduction of Federal funds sold of $1.4 was used primarily to fund loan growth. Our loans to available funds ratio has remained in the 75% to 85% range indicating
continued strong loan demand in our primary market area of Butts County and surrounding counties. Our total equity has increased by year-to-date net income of $166,000 as well as an increase in gains on securities available-for-sale, net of tax, of
$93,000.



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Results of Operations For The Three Months Ended March 31, 2004 and 2003



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



|                          |  |                             |       |      |   |      
|------------------------- |  | --------------------------- | ----- | ---- | - | -----
|                          |  | Three Months EndedMarch 31,
|                          |  | 2004                        |       | 2003
|                          |  | (Dollars in Thousands)     
|Interest income           |  | $                           | 1,962 |      | $ | 2,038
|Interest expense          |  |                             | 834   |      |   | 996  
|                          |  |                             |       |      |   |      
|Net interest income       |  |                             | 1,128 |      |   | 1,042
|Provision for loan losses |  |                             |      |      |   | 270  
|Other income              |  |                             | 226   |      |   | 251  
|Other expense             |  |                             | 1,113 |      |   | 917  
|                          |  |                             |       |      |   |      
|Pretax income             |  |                             | 241   |      |   | 106  
|Income taxes              |  |                             | 75    |      |   | 35   
|                          |  |                             |       |      |   |      
|Net income                |  | $                           | 166   |      | $ | 71   
|                          |  |                             |       |      |   |      



Our net interest income has increased
by $86,000 in the first quarter of 2004 as compared to the same period in 2003. Our net interest margin was 3.30% in the first quarter of 2004 as compared to 3.03% for the first quarter of 2003 and 3.33% for the entire year of 2003. The increase in
net interest income is due primarily to the 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 2.68% in the first quarter of 2004 as
compared to 2.90% in the first quarter of 2003.



The provision for loan losses
decreased by $270,000 in the first quarter of 2004 when compared to the same period in 2003. The allowance for loan losses as a percentage of total loans was 1.91% at March 31, 2004 as compared to 1.97% at December 31, 2003. Net charge offs for the
first quarter of 2004 were $0 as compared to $974,000 in 2003. As of March 31, 2004, we had nonperforming loans and assets of $507,000 as compared to $2.3 million at December 31, 2003. The decrease in nonperforming loans and assets during the first
quarter of 2004 is attributed to the sale of other real estate owned. 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,



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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 March 31, 2004 and 2003 is as follows:



|                                                                                                         |  |                        |       |      |   |      
|-------------------------------------------------------------------------------------------------------- |  | ---------------------- | ----- | ---- | - | -----
|                                                                                                         |  | March 31,             
|                                                                                                         |  | 2004                   |       | 2003
|                                                                                                         |  | (Dollars in Thousands)
|Nonaccrual loans                                                                                         |  | $                      | 0     |      | $ | 87   
|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                                                                                  |  |                        | 1,350 |      |   | 1,475
|Interest income that would have been recorded on nonaccrual and restructured loans under original terms  |  |                        | 0     |      |   | 4    
|Interest income that was recorded on nonaccrual and restructured loans                                   |  |                        | 0     |      |   | 2    



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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Information regarding certain loans and allowance for loan loss data through March 31, 2004 and 2003 is as follows:



|                                                                              |  |                              |         |   |      |   |         |  
|----------------------------------------------------------------------------- |  | ---------------------------- | ------- | - | ---- | - | ------- | -
|                                                                              |  | Three Months Ended March 31, |        
|                                                                              |  | 2003                         |         |   | 2002 |  
|                                                                              |  | (Dollars in Thousands)       |        
|Average amount of loans outstanding                                           |  | $                            | 105,600 |   |      | $ | 106,758 |  
|                                                                              |  |                              |         |   |      |   |         |  
|Balance of allowance for loan losses at beginning of period                   |  | $                            | 2,046   |   |      | $ | 2,802   |  
|                                                                              |  |                              |         |   |      |   |         |  
|Loans charged off                                                             |  |                              |         |   |      |   |         |  
|Commercial and financial                                                      |  |                              |        |   |      |   |        |  
|Real estate mortgage                                                          |  |                              | 0       |   |      |   | 975     |  
|Installment                                                                   |  |                              |        |   |      |   |        |  
|                                                                              |  |                              |         |   |      |   |         |  
|                                                                              |  |                              | 0       |   |      |   | 975     |  
|                                                                              |  |                              |         |   |      |   |         |  
|Loans recovered                                                               |  |                              |         |   |      |   |         |  
|Commercial and financial                                                      |  |                              |        |   |      |   |        |  
|Real estate mortgage                                                          |  |                              |        |   |      |   |        |  
|Installment                                                                   |  |                              | 0       |   |      |   | 1       |  
|                                                                              |  |                              |         |   |      |   |         |  
|                                                                              |  |                              | 0       |   |      |   | 1       |  
|                                                                              |  |                              |         |   |      |   |         |  
|Net charge-offs                                                               |  |                              | 0       |   |      |   | 974     |  
|                                                                              |  |                              |         |   |      |   |         |  
|Additions to allowance charged to operating expense during period             |  |                              | 0       |   |      |   | 270     |  
|                                                                              |  |                              |         |   |      |   |         |  
|Balance of allowance for loan losses at end of period                         |  | $                            | 2,046   |   |      | $ | 2,098   |  
|                                                                              |  |                              |         |   |      |   |         |  
|Ratio of net loans charged off during the period to average loans outstanding |  |                              | .00     | % |      |   | .91     | %
|                                                                              |  |                              |         |   |      |   |         |  



Other income has decreased in the
first quarter of 2004 as compared to the same period in 2003 by $25,000 due primarily to an increase in service charges on deposits of $66,000 offset by decreased gains on sales of other real estate owned of $83,000.



Other expenses increased in the first quarter of 2004 as compared to the same period in 2003
by $196,000 due to increased salaries and employee benefits of $133,000, occupancy and equipment expenses of $25,000, and other operating expenses of $38,000. Salaries and employee benefits have increased due to an increase in the number of full
time equivalent employees to 44 at March 31, 2003 from 40 at March 31, 2003, primarily as a result of opening a Loan Production Office (LPO)



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in Covington, Georgia during the first quarter of 2004. Occupancy and equipment expenses have also increased due to
increases in expense equipment and occupancy expense attributed to the opening of the new LPO. Other operating expenses have increased due to ongoing growth of adding a new in-store branch in February, 2003.



We have provided for income taxes at an effective tax rate of 31% and 33% including state
income taxes for the first quarters of 2004 and 2003.



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



At the end of the
period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Companys management, including the Companys Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of the Companys disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the Companys Chief Executive Officer and Chief Financial Officer concluded
that the Companys disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) that is required to be included in the Companys periodic
filings with the Securities and Exchange Commission. There have been no changes in the Companys internal controls over financial reporting during the quarter ended March 31, 2004 that have materially affected, or are reasonably likely to
materially affect, the Companys internal control over financial reporting.



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II - OTHER INFORMATION



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



None.



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.



| | (a) | 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.



| | (b) | Reports on Form 8-K.
| | --- | --------------------



None.



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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 14, 2004 |  | BY:                           |  | /s/ John L. Coleman                         
|                   |  |                               |  | John L. Coleman, President and C.E.O.       
|                   |  |                               |  | (Principal Executive Officer)               
|                   |  |                              
|DATE: May 14, 2004 |  | BY:                           |  | /s/ Elaine S. Kendrick                      
|                   |  |                               |  | Elaine S. Kendrick, C.F.O.                  
|                   |  |                               |  | (Principal Financial and Accounting Officer)



18