##### Table of Contents

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U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-QSB



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



For the quarterly period ended June 30, 2004



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



For the transition period from  to



Commission File Number: 333-13583



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First Georgia Community Corp.

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



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|                                |  |                    
|------------------------------- |  | -------------------
|Georgia                         |  | 58-2261088         
|(State or other jurisdiction of |  | (IRS Employer      
|incorporation or organization)  |  | 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 August 11, 2004: 931,041; $5 par value



Transitional Small Business Disclosure Format    Yes ̈No  x



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##### Table of Contents

FIRST GEORGIA COMMUNITY CORP. AND SUBSIDIARY



INDEX



|         |  |                                                                                                                                                           |  |     
|-------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|         |  |                                                                                                                                                           |  | Page
|PART I.  |  | FINANCIAL INFORMATION                                                                                                                                    
|         |  |                                                                                                                                                          
|         |  | Item 1.
Financial Statements                                                                                                                              |  |     
|         |  |                                                                                                                                                          
|         |  | Consolidated Balance Sheet - June 30, 2004                                                                                                                |  | 3   
|         |  |                                                                                                                                                          
|         |  | Consolidated Statements of Income and Comprehensive Income (loss) - Three Months Ended
June 30, 2004 and 2003 and Six Months Ended June 30, 2004 and 2003 |  | 4   
|         |  |                                                                                                                                                          
|         |  | Consolidated Statements of Cash Flows - Six Months Ended June 30, 2004 and 2003                                                                           |  | 5   
|         |  |                                                                                                                                                          
|         |  | Notes to Consolidated Financial Statements                                                                                                                |  | 6   
|         |  |                                                                                                                                                          
|         |  | Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations                                                             |  | 9   
|         |  |                                                                                                                                                          
|         |  | Item 3.
Controls and Procedures                                                                                                                           |  | 15  
|         | 
|PART II. |  | OTHER INFORMATION                                                                                                                                        
|         |  |                                                                                                                                                          
|         |  | Item 4 -
Submission of Matters to a Vote of Security Holders                                                                                              |  | 16  
|         |  |                                                                                                                                                          
|         |  | 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

JUNE 30, 2004

(Unaudited)



|                                                                                                |  |   |             |  
|----------------------------------------------------------------------------------------------- |  | - | ----------- | -
|Assets                                                                                          |  |   |             |  
|Cash and due from banks                                                                         |  | $ | 6,334,266   |  
|Interest-bearing deposits in banks                                                              |  |   | 1,935,572   |  
|Federal funds sold                                                                              |  |   | 15,973,000  |  
|Securities available-for-sale, at fair value                                                    |  |   | 19,923,029  |  
|Restricted equity securities, at cost                                                           |  |   | 1,178,250   |  
|Loans held for sale                                                                             |  |   | 127,205     |  
|                                                                                                | 
|Loans                                                                                           |  |   | 123,680,563 |  
|Less allowance for loan losses                                                                  |  |   | 2,087,126   |  
|                                                                                                |  |   |             |  
|Loans, net                                                                                      |  |   | 121,593,437 |  
|                                                                                                |  |   |             |  
|Premises and equipment                                                                          |  |   | 2,839,226   |  
|Other assets                                                                                    |  |   | 5,116,794   |  
|                                                                                                |  |   |             |  
|Total assets                                                                                    |  | $ | 175,020,779 |  
|                                                                                                |  |   |             |  
|Liabilities and Stockholders Equity                                                            |  |   |             |  
|Deposits                                                                                        |  |   |             |  
|Noninterest-bearing                                                                             |  | $ | 13,677,820  |  
|Interest-bearing                                                                                |  |   | 120,517,029 |  
|                                                                                                |  |   |             |  
|Total deposits                                                                                  |  |   | 134,194,849 |  
|Other borrowings                                                                                |  |   | 26,959,403  |  
|Other liabilities                                                                               |  |   | 1,719,374   |  
|                                                                                                |  |   |             |  
|Total liabilities                                                                               |  |   | 162,873,626 |  
|                                                                                                |  |   |             |  
|Commitments and contingencies                                                                   |  |   |             |  
|                                                                                                | 
|Stockholders equity                                                                            |  |   |             |  
|Common stock, par value $5; 10,000,000 shares authorized; 931,041 shares issued and outstanding |  |   | 4,655,205   |  
|Capital surplus                                                                                 |  |   | 5,131,291   |  
|Retained earnings                                                                               |  |   | 2,444,059   |  
|Accumulated other comprehensive loss                                                            |  |   | (83,402     | )
|                                                                                                |  |   |             |  
|Total stockholders equity                                                                      |  |   | 12,147,153  |  
|                                                                                                |  |   |             |  
|Total liabilities and stockholders equity                                                      |  | $ | 175,020,779 |  
|                                                                                                |  |   |             |  



See Notes to Consolidated Financial
Statements.



3



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##### Table of Contents

FIRST GEORGIA COMMUNITY CORP. AND SUBSIDIARY



CONSOLIDATED STATEMENTS OF INCOME

AND COMPREHENSIVE INCOME (LOSS)

THREE MONTHS ENDED JUNE 30, 2004 AND 2003

AND SIX MONTHS ENDED JUNE 30, 2004 AND 2003

(Unaudited)



|                                                                                             |  |                             |           |   |                           |   |           |      |  |   |           |   |  |   |           |  
|-------------------------------------------------------------------------------------------- |  | --------------------------- | --------- | - | ------------------------- | - | --------- | ---- |  | - | --------- | - |  | - | --------- | -
|                                                                                             |  | Three Months Ended June 30, |           |   | Six Months Ended June 30, |  
|                                                                                             |  | 2004                        |           |   | 2003                      |   |           | 2004 |  |   | 2003      |  
|Interest income                                                                              |  |                             |           |   |                           |   |           |      |  |   |           |   |  |   |           |  
|Loans                                                                                        |  | $                           | 1,980,526 |   |                           | $ | 1,925,914 |      |  | $ | 3,716,303 |   |  | $ | 3,711,339 |  
|Taxable securities                                                                           |  |                             | 158,101   |   |                           |   | 164,405   |      |  |   | 313,381   |   |  |   | 339,824   |  
|Nontaxable securities                                                                        |  |                             | 48,787    |   |                           |   | 29,270    |      |  |   | 97,566    |   |  |   | 67,355    |  
|Deposits in banks                                                                            |  |                             |          |   |                           |   | 2,112     |      |  |   | 383       |   |  |   | 5,190     |  
|Federal funds sold                                                                           |  |                             | 20,250    |   |                           |   | 55,546    |      |  |   | 41,640    |   |  |   | 91,603    |  
|                                                                                             |  |                             |           |   |                           |   |           |      |  |   |           |   |  |   |           |  
|Total interest income                                                                        |  |                             | 2,207,664 |   |                           |   | 2,177,247 |      |  |   | 4,169,273 |   |  |   | 4,215,311 |  
|                                                                                             |  |                             |           |   |                           |   |           |      |  |   |           |   |  |   |           |  
|Interest expense                                                                             |  |                             |           |   |                           |   |           |      |  |   |           |   |  |   |           |  
|Deposits                                                                                     |  |                             | 587,086   |   |                           |   | 702,675   |      |  |   | 1,143,937 |   |  |   | 1,412,853 |  
|Other borrowings                                                                             |  |                             | 270,315   |   |                           |   | 309,083   |      |  |   | 547,044   |   |  |   | 595,431   |  
|                                                                                             |  |                             |           |   |                           |   |           |      |  |   |           |   |  |   |           |  
|Total interest expense                                                                       |  |                             | 857,401   |   |                           |   | 1,011,758 |      |  |   | 1,690,981 |   |  |   | 2,008,284 |  
|                                                                                             |  |                             |           |   |                           |   |           |      |  |   |           |   |  |   |           |  
|Net interest income                                                                          |  |                             | 1,350,263 |   |                           |   | 1,165,489 |      |  |   | 2,478,292 |   |  |   | 2,207,027 |  
|Provision for loan losses                                                                    |  |                             | 30,000    |   |                           |   |          |      |  |   | 30,000    |   |  |   | 270,000   |  
|                                                                                             |  |                             |           |   |                           |   |           |      |  |   |           |   |  |   |           |  
|Net interest income after provision for loan losses                                          |  |                             | 1,320,263 |   |                           |   | 1,165,489 |      |  |   | 2,448,292 |   |  |   | 1,937,027 |  
|                                                                                             |  |                             |           |   |                           |   |           |      |  |   |           |   |  |   |           |  
|Other income                                                                                 |  |                             |           |   |                           |   |           |      |  |   |           |   |  |   |           |  
|Service charges on deposit accounts                                                          |  |                             | 180,143   |   |                           |   | 197,657   |      |  |   | 337,281   |   |  |   | 288,668   |  
|Other operating income                                                                       |  |                             | 60,137    |   |                           |   | (40,629   | )    |  |   | 129,248   |   |  |   | 119,619   |  
|                                                                                             |  |                             |           |   |                           |   |           |      |  |   |           |   |  |   |           |  
|Total other income                                                                           |  |                             | 240,280   |   |                           |   | 157,028   |      |  |   | 466,529   |   |  |   | 408,287   |  
|                                                                                             |  |                             |           |   |                           |   |           |      |  |   |           |   |  |   |           |  
|Other expenses                                                                               |  |                             |           |   |                           |   |           |      |  |   |           |   |  |   |           |  
|Salaries and employee benefits                                                               |  |                             | 688,401   |   |                           |   | 471,123   |      |  |   | 1,257,741 |   |  |   | 906,849   |  
|Occupancy and equipment expenses                                                             |  |                             | 123,053   |   |                           |   | 109,082   |      |  |   | 243,757   |   |  |   | 205,343   |  
|Other operating expenses                                                                     |  |                             | 508,700   |   |                           |   | 563,856   |      |  |   | 931,864   |   |  |   | 949,055   |  
|                                                                                             |  |                             |           |   |                           |   |           |      |  |   |           |   |  |   |           |  
|Total other expenses                                                                         |  |                             | 1,320,154 |   |                           |   | 1,144,061 |      |  |   | 2,433,362 |   |  |   | 2,061,247 |  
|                                                                                             |  |                             |           |   |                           |   |           |      |  |   |           |   |  |   |           |  
|Net income before income taxes                                                               |  |                             | 240,389   |   |                           |   | 178,456   |      |  |   | 481,459   |   |  |   | 284,067   |  
|Income tax expense                                                                           |  |                             | 72,200    |   |                           |   | 67,545    |      |  |   | 147,300   |   |  |   | 102,398   |  
|                                                                                             |  |                             |           |   |                           |   |           |      |  |   |           |   |  |   |           |  
|Net income                                                                                   |  |                             | 168,189   |   |                           |   | 110,911   |      |  |   | 334,159   |   |  |   | 181,669   |  
|                                                                                             |  |                             |           |   |                           |   |           |      |  |   |           |   |  |   |           |  
|Other comprehensive income (loss) :                                                          |  |                             |           |   |                           |   |           |      |  |   |           |   |  |   |           |  
|Unrealized gains (losses) on securities available-for-sale arising during period, net of tax |  |                             | (330,025  | ) |                           |   | 8,304     |      |  |   | (240,001  | ) |  |   | (46,184   | )
|                                                                                             |  |                             |           |   |                           |   |           |      |  |   |           |   |  |   |           |  
|Comprehensive income (loss)                                                                  |  | $                           | (161,836  | ) |                           | $ | 119,215   |      |  | $ | 94,158    |   |  | $ | 135,485   |  
|                                                                                             |  |                             |           |   |                           |   |           |      |  |   |           |   |  |   |           |  
|Basic earnings per share                                                                     |  | $                           | 0.18      |   |                           | $ | 0.12      |      |  | $ | 0.36      |   |  | $ | 0.20      |  
|                                                                                             |  |                             |           |   |                           |   |           |      |  |   |           |   |  |   |           |  
|Diluted earnings per share                                                                   |  | $                           | 0.18      |   |                           | $ | 0.12      |      |  | $ | 0.36      |   |  | $ | 0.20      |  
|                                                                                             |  |                             |           |   |                           |   |           |      |  |   |           |   |  |   |           |  
|Cash dividends per share                                                                     |  | $                           |          |   |                           | $ |          |      |  | $ |          |   |  | $ |          |  
|                                                                                             |  |                             |           |   |                           |   |           |      |  |   |           |   |  |   |           |  



See Notes to Consolidated Financial
Statements.



4



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##### Table of Contents

FIRST GEORGIA COMMUNITY CORP. AND SUBSIDIARY



CONSOLIDATED STATEMENTS OF CASH FLOWS

SIX MONTHS ENDED JUNE 30, 2004 AND 2003

(Unaudited)



|                                                                                  |  |      |             |   |      |   |            |  
|--------------------------------------------------------------------------------- |  | ---- | ----------- | - | ---- | - | ---------- | -
|                                                                                  |  | 2004 |             |   | 2003 |  
|OPERATING ACTIVITIES                                                              |  |      |             |   |      |   |            |  
|Net income                                                                        |  | $    | 334,159     |   |      | $ | 181,669    |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |      |             |   |      |   |            |  
|Depreciation and amortization                                                     |  |      | 157,832     |   |      |   | 113,640    |  
|Net increase in loans held for sale                                               |  |      | (127,205    | ) |      |   | (880,195   | )
|Provision for loan losses                                                         |  |      | 30,000      |   |      |   | 270,000    |  
|(Gain) loss on sale of other real estate owned                                    |  |      | (9,278      | ) |      |   | 3,396      |  
|(Increase) decrease in interest receivable                                        |  |      | (36,092     | ) |      |   | 132,222    |  
|Increase (decrease) in interest payable                                           |  |      | 5,290       |   |      |   | (64,674    | )
|Net other operating activities                                                    |  |      | 219,611     |   |      |   | 207,292    |  
|                                                                                  |  |      |             |   |      |   |            |  
|Net cash provided by (used in) operating activities                               |  |      | 574,317     |   |      |   | (36,650    | )
|                                                                                  |  |      |             |   |      |   |            |  
|INVESTING ACTIVITIES                                                              |  |      |             |   |      |   |            |  
|Net increase in interest-bearing deposits in banks                                |  |      | (1,013,767  | ) |      |   | (949,179   | )
|Purchases of securities available-for-sale                                        |  |      | (4,474,932  | ) |      |   | (7,395,000 | )
|Proceeds from maturities of securities available-for-sale                         |  |      | 3,350,601   |   |      |   | 4,980,042  |  
|(Purchase) redemption of restricted equity securities                             |  |      | 100,000     |   |      |   | (100,000   | )
|Net increase in federal funds sold                                                |  |      | (5,194,000  | ) |      |   | (580,000   | )
|Net increase in loans                                                             |  |      | (18,834,177 | ) |      |   | (2,293,914 | )
|Proceeds from sale of other real estate                                           |  |      | 726,865     |   |      |   |           |  
|Purchase of premises and equipment                                                |  |      | (487,762    | ) |      |   | (339,254   | )
|                                                                                  |  |      |             |   |      |   |            |  
|Net cash used in investing activities                                             |  |      | (25,827,172 | ) |      |   | (6,677,305 | )
|                                                                                  |  |      |             |   |      |   |            |  
|FINANCING ACTIVITIES                                                              |  |      |             |   |      |   |            |  
|Net increase in deposits                                                          |  |      | 27,743,862  |   |      |   | 4,398,893  |  
|Net increase (decrease) in other borrowings                                       |  |      | (338,687    | ) |      |   | 2,590,335  |  
|Proceeds from exercise of stock options                                           |  |      | 11,802      |   |      |   | 55,710     |  
|                                                                                  |  |      |             |   |      |   |            |  
|Net cash provided by financing activities                                         |  |      | 27,416,977  |   |      |   | 7,044,938  |  
|                                                                                  |  |      |             |   |      |   |            |  
|Net increase in cash and due from banks                                           |  |      | 2,164,122   |   |      |   | 330,983    |  
|                                                                                  |  |     
|Cash and due from banks, beginning of period                                      |  |      | 4,170,144   |   |      |   | 2,844,136  |  
|                                                                                  |  |      |             |   |      |   |            |  
|Cash and due from banks, end of period                                            |  | $    | 6,334,266   |   |      | $ | 3,175,119  |  
|                                                                                  |  |      |             |   |      |   |            |  
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION                                 |  |      |             |   |      |   |            |  
|                                                                                  |  |     
|Cash paid (received) during period for:                                           |  |      |             |   |      |   |            |  
|                                                                                  |  |     
|Interest                                                                          |  | $    | 1,685,691   |   |      | $ | 2,072,958  |  
|                                                                                  |  |     
|Income taxes                                                                      |  | $    | (51,294     | ) |      | $ | 83,556     |  
|                                                                                  |  |     
|NONCASH TRANSACTIONS                                                              |  |      |             |   |      |   |            |  
|Principal balance of loans transferred to other real estate owned                 |  | $    |            |   |      | $ | 4,327,581  |  
|                                                                                  |  |     
|Financed sale of other real estate owned                                          |  | $    | 1,048,000   |   |      | $ | 1,969,125  |  



See Notes to Consolidated Financial
Statements.



5



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##### Table of Contents

FIRST GEORGIA COMMUNITY CORP. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



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



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



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



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



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



|                                                                                                                            |  |                             |         |      |   |        
|--------------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ------- | ---- | - | -------
|                                                                                                                            |  | Three Months Ended June 30,
|                                                                                                                            |  | 2004                        |         | 2003
|Net income, as reported                                                                                                     |  | $                           | 168,189 |      | $ | 110,911
|Deduct: Total stock-based employee compensation Expense determined under fair value based method for all awards, net of tax |  |                             | 0       |      |   | 0      
|                                                                                                                            |  |                             |         |      |   |        
|Pro forma net income                                                                                                        |  | $                           | 168,189 |      | $ | 110,911
|                                                                                                                            |  |                             |         |      |   |        
|Earnings per share:                                                                                                         |  |                             |         |      |   |        
|Basic - as reported                                                                                                         |  | $                           | .18     |      | $ | .12    
|                                                                                                                            |  |                             |         |      |   |        
|Basic  pro forma                                                                                                           |  | $                           | .18     |      | $ | .12    
|                                                                                                                            |  |                             |         |      |   |        
|Diluted - as reported                                                                                                       |  | $                           | .18     |      | $ | .12    
|                                                                                                                            |  |                             |         |      |   |        
|Diluted - pro forma                                                                                                         |  | $                           | .18     |      | $ | .12    
|                                                                                                                            |  |                             |         |      |   |        



6



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##### Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



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



|                                                                                                                            |  |                           |         |      |   |        
|--------------------------------------------------------------------------------------------------------------------------- |  | ------------------------- | ------- | ---- | - | -------
|                                                                                                                            |  | Six Months Ended June 30,
|                                                                                                                            |  | 2004                      |         | 2003
|Net income, as reported                                                                                                     |  | $                         | 334,159 |      | $ | 181,669
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of tax |  |                           | 0       |      |   | 4,902  
|                                                                                                                            |  |                           |         |      |   |        
|Pro forma net income                                                                                                        |  | $                         | 334,159 |      | $ | 176,767
|                                                                                                                            |  |                           |         |      |   |        
|Earnings per share:                                                                                                         |  |                           |         |      |   |        
|Basic - as reported                                                                                                         |  | $                         | .36     |      | $ | .20    
|                                                                                                                            |  |                           |         |      |   |        
|Basic - pro forma                                                                                                           |  | $                         | .36     |      | $ | .19    
|                                                                                                                            |  |                           |         |      |   |        
|Diluted - as reported                                                                                                       |  | $                         | .36     |      | $ | .20    
|                                                                                                                            |  |                           |         |      |   |        
|Diluted - pro forma                                                                                                         |  | $                         | .36     |      | $ | .19    
|                                                                                                                            |  |                           |         |      |   |        



|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 June 30,
|                                                                                                                                |  | 2004                        |         | 2003
|Basic Earnings Per Share:                                                                                                       |  |                             |         |      |   |        
|Weighted average common shares outstanding                                                                                      |  |                             | 930,895 |      |   | 928,854
|                                                                                                                                |  |                             |         |      |   |        
|Net income                                                                                                                      |  | $                           | 168,189 |      | $ | 110,911
|                                                                                                                                |  |                             |         |      |   |        
|Basic earnings per share                                                                                                        |  | $                           | .18     |      | $ | .12    
|                                                                                                                                |  |                             |         |      |   |        
|Diluted Earnings Per Share:                                                                                                     |  |                             |         |      |   |        
|Weighted average common shares outstanding                                                                                      |  |                             | 930,895 |      |   | 928,854
|Net effect of the assumed exercise of stock options based on the treasury stock method using average market prices for the
year |  |                             | 3,139   |      |   | 2,407  
|                                                                                                                                |  |                             |         |      |   |        
|Total weighted average common shares and common stock equivalents outstanding                                                   |  |                             | 934,034 |      |   | 931,261
|                                                                                                                                |  |                             |         |      |   |        
|Net income                                                                                                                      |  | $                           | 168,189 |      | $ | 110,911
|                                                                                                                                |  |                             |         |      |   |        
|Diluted earnings per share                                                                                                      |  | $                           | .18     |      | $ | .12    
|                                                                                                                                |  |                             |         |      |   |        



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##### Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



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

|
|

|                                                                                                                                |  |                           |         |      |   |        
|------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------- | ------- | ---- | - | -------
|                                                                                                                                |  | Six Months Ended June 30,
|                                                                                                                                |  | 2004                      |         | 2003
|Basic Earnings Per Share:                                                                                                       |  |                           |         |      |   |        
|Weighted average common shares outstanding                                                                                      |  |                           | 930,551 |      |   | 927,421
|                                                                                                                                |  |                           |         |      |   |        
|Net income                                                                                                                      |  | $                         | 334,159 |      | $ | 181,669
|                                                                                                                                |  |                           |         |      |   |        
|Basic earnings per share                                                                                                        |  | $                         | .36     |      | $ | .20    
|                                                                                                                                |  |                           |         |      |   |        
|Diluted Earnings Per Share:                                                                                                     |  |                           |         |      |   |        
|Weighted average common shares outstanding                                                                                      |  |                           | 930,551 |      |   | 927,421
|Net effect of the assumed exercise of stock options based on the treasury stock method using average market prices for the
year |  |                           | 2,702   |      |   | 2,588  
|                                                                                                                                |  |                           |         |      |   |        
|Total weighted average common shares and common stock equivalents outstanding                                                   |  |                           | 933,253 |      |   | 930,009
|                                                                                                                                |  |                           |         |      |   |        
|Net income                                                                                                                      |  | $                         | 334,159 |      | $ | 181,669
|                                                                                                                                |  |                           |         |      |   |        
|Diluted earnings per share                                                                                                      |  | $                         | .36     |      | $ | .20    
|                                                                                                                                |  |                           |         |      |   |        



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



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



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##### Table of Contents

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



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



Special Cautionary Notice Regarding Forward Looking Statements



Certain of the statements made herein under the caption Managements Discussion and Analysis of Financial Condition and Results
of Operations (MD&A) are forward-looking statements for purposes of the Securities Act of 1933, as amended (the Securities Act) and the Securities Exchange Act of 1934, as amended (the Exchange Act), and
as such may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of First Georgia Community Corp. to be materially different from future results, performance or achievements
expressed or implied by such forward-looking statements. Such forward looking statements include statements using the words such as may, will, anticipate, should, would,
believe, contemplate, expect, estimate, continue, 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 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 1.69% at June 30, 2004, as compared to 1.97% at December 31, 2003. See Results of Operations for the Six Months Ended June 30,
2004 and 2003 for more information about the effect of the allowance and provision for loan losses.



9



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##### Table of Contents

Liquidity and Capital Resources



As of June 30, 2004, our liquidity ratio, as determined under guidelines established by regulatory authorities, was satisfactory. We
consider our liquidity to be adequate to meet operating and loan funding requirements. Our liquidity ratio (i.e. cash, short-term assets and marketable assets divided by deposits and other borrowings) was approximately 22%. 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 $26.8 million as of June 30, 2004. These deposits are readily obtainable at rates not significantly different from rates
that we pay on deposits in our local market.



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



|                           |  |              |   |  |                                |   |  |      |  
|-------------------------- |  | ------------ | - |  | ------------------------------ | - |  | ---- | -
|                           |  | Actual       |   |  | Minimum Regulatory Requirement |  
|                           |  | Consolidated |   |  | Bank                           |   | 
|Leverage capital ratios    |  | 10.53        | % |  | 8.82                           | % |  | 4.00 | %
|Risk-based capital ratios: |  |              |   |  |                                |   |  |      |  
|Core capital               |  | 11.42        |   |  | 9.57                           |   |  | 4.00 |  
|Total capital              |  | 13.35        |   |  | 10.83                          |   |  | 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:



|                             |  |               |           
|---------------------------- |  | ------------- | ----------
|                             |  | June 30, 2004
|Commitments to extend credit |  | $             | 28,462,000
|Letters of credit            |  |               | 142,000   
|                             |  |               |           
|                             |  | $             | 28,604,000
|                             |  |               |           



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



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##### Table of Contents

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



Financial Condition



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



|                                   |  |                        |         |                   |   |        
|---------------------------------- |  | ---------------------- | ------- | ----------------- | - | -------
|                                   |  | June 30, 2004          |         | December 31, 2003
|                                   |  | (Dollars in Thousands)
|Cash and due from banks            |  | $                      | 6,334   |                   | $ | 4,170  
|Interest-bearing deposits in banks |  |                        | 1,936   |                   |   | 922    
|Federal funds sold                 |  |                        | 15,973  |                   |   | 10,779 
|Securities                         |  |                        | 21,101  |                   |   | 20,504 
|Loans, net                         |  |                        | 121,593 |                   |   | 101,741
|Loans held for sale                |  |                        | 127     |                   |   |       
|Premises and equipment             |  |                        | 2,839   |                   |   | 2,469  
|Other assets                       |  |                        | 5,117   |                   |   | 6,585  
|                                   |  |                        |         |                   |   |        
|                                   |  | $                      | 175,020 |                   | $ | 147,170
|                                   |  |                        |         |                   |   |        
|Deposits                           |  | $                      | 134,195 |                   | $ | 106,451
|Other borrowings                   |  |                        | 26,959  |                   |   | 27,298 
|Other liabilities                  |  |                        | 1,719   |                   |   | 1,380  
|Stockholders equity               |  |                        | 12,147  |                   |   | 12,041 
|                                   |  |                        |         |                   |   |        
|                                   |  | $                      | 175,020 |                   | $ | 147,170
|                                   |  |                        |         |                   |   |        



Our assets increased by 19% during the
first six months of 2004. Gross loans outstanding increased approximately $19.8 million during the first six months of 2004. Deposit growth of $27.7 million was used primarily to fund loan growth with the remaining increase invested in federal funds
sold. As part of our planned expansion into Newton County, Georgia, our assets have grown as we have increased our outstanding loans during the first six months of the year. We have funded the majority of this growth with brokered out of territory
funds. However, our loans to available funds ratio has remained in the 75% to 85% range. Our total equity has increased by year-to-date net income of $334,000 and decreased by the change in unrealized losses on securities available-for-sale, net of
tax, of $240,000.



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##### Table of Contents

Results of Operations For The Three Months Ended June 30, 2004 and 2003 and for the Six Months Ended June 30, 2004 and
2003



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



|                          |  |                             |       |      |   |      
|------------------------- |  | --------------------------- | ----- | ---- | - | -----
|                          |  | Three Months Ended June 30,
|                          |  | 2004                        |       | 2003
|                          |  | (Dollars in Thousands)     
|Interest income           |  | $                           | 2,208 |      | $ | 2,177
|Interest expense          |  |                             | 858   |      |   | 1,012
|                          |  |                             |       |      |   |      
|Net interest income       |  |                             | 1,350 |      |   | 1,165
|Provision for loan losses |  |                             | 30    |      |   |     
|Other income              |  |                             | 240   |      |   | 157  
|Other expense             |  |                             | 1,320 |      |   | 1,144
|                          |  |                             |       |      |   |      
|Pretax income             |  |                             | 240   |      |   | 178  
|Income taxes              |  |                             | 72    |      |   | 67   
|                          |  |                             |       |      |   |      
|Net income                |  | $                           | 168   |      | $ | 111  
|                          |  |                             |       |      |   |      



|                          |  |                           |       |      |   |      
|------------------------- |  | ------------------------- | ----- | ---- | - | -----
|                          |  | Six Months Ended June 30,
|                          |  | 2004                      |       | 2003
|                          |  | (Dollars in Thousands)   
|Interest income           |  | $                         | 4,169 |      | $ | 4,215
|Interest expense          |  |                           | 1,691 |      |   | 2,008
|                          |  |                           |       |      |   |      
|Net interest income       |  |                           | 2,478 |      |   | 2,207
|Provision for loan losses |  |                           | 30    |      |   | 270  
|Other income              |  |                           | 466   |      |   | 408  
|Other expense             |  |                           | 2,433 |      |   | 2,061
|                          |  |                           |       |      |   |      
|Pretax income             |  |                           | 481   |      |   | 284  
|Income taxes              |  |                           | 147   |      |   | 102  
|                          |  |                           |       |      |   |      
|Net income                |  | $                         | 334   |      | $ | 182  
|                          |  |                           |       |      |   |      



Our net interest income has increased
by $185,000 and $271,000 for the second quarter and first six months of 2004, respectively, as compared to the same periods in 2003. Our net interest margin was 3.53% during the first six months of 2004 as compared to 3.11% for the first six months
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 2.66% in the first six months of 2004 as compared to 2.95% in the first six months of 2003.



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##### Table of Contents

The provision for loan losses increased by $30,000 and decreased by $240,000 in the second quarter and first six months
of 2004, respectively, when compared to the same periods in 2003. The allowance for loan losses as a percentage of total loans was 1.69% at June 30, 2004 as compared to 1.97% at December 31, 2003. Net recoveries for the first six months of 2004 were
$11,000 as compared to net charge offs of $1,019,000 in 2003. As of June 30, 2004, we had nonperforming loans and assets of $2 million as compared to $2.3 million at December 31, 2003. Subsequent to June 30, 2004, $335,000 in potential problem loans
were placed on non-accrual status. Based upon our evaluation of the loan portfolio, we believe the allowance for loan losses to be adequate to absorb losses on existing loans that may become uncollectible. Our evaluation considers significant
factors relative to the credit risk and loss exposure in the loan portfolio, including past due and classified loans, historical experience, underlying collateral values, and current economic conditions that may affect the borrowers ability to
repay. The allowance for loan losses is evaluated by segmenting the loan portfolio into unclassified and classified loans. An allowance percentage is applied to the unclassified loans to establish a general allowance for loan losses. The allowance
percentage is determined based upon our experience specifically and the historical experience of the banking industry generally. The classified loans, including impaired loans, are analyzed individually in order to establish a specific allowance for
loan losses.



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



|                                                                                                         |  |                        |       |      |   |      
|-------------------------------------------------------------------------------------------------------- |  | ---------------------- | ----- | ---- | - | -----
|                                                                                                         |  | June 30,              
|                                                                                                         |  | 2004                   |       | 2003
|                                                                                                         |  | (Dollars in Thousands)
|Nonaccrual loans                                                                                         |  | $                      | 1,547 |      | $ | 0    
|Loans contractually past due ninety days or more as to interest or principal payments and still accruing |  |                        | 0     |      |   | 0    
|Restructured loans                                                                                       |  |                        | 0     |      |   | 0    
|Potential problem loans                                                                                  |  |                        | 1,198 |      |   | 2,903
|Interest income that would have been recorded on nonaccrual and restructured loans under original terms  |  |                        | 63    |      |   | 0    
|Interest income that was recorded on nonaccrual and restructured loans                                   |  |                        | 15    |      |   | 0    



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



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



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##### Table of Contents

Loans classified for regulatory purposes as loss, doubtful, substandard, or special mention that have not been included
in the table above do not represent or result from trends or uncertainties which management reasonably expects will materially impact future operating results, liquidity or capital resources. These classified loans do not represent material credits
about which management is aware of any information which causes management to have serious doubts as to the ability of such borrowers to comply with the loan repayment terms.



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



|                                                                                          |  |                           |         |    |      |   |         |  
|----------------------------------------------------------------------------------------- |  | ------------------------- | ------- | -- | ---- | - | ------- | -
|                                                                                          |  | Six Months Ended June 30, |        
|                                                                                          |  | 2004                      |         |    | 2003 |  
|                                                                                          |  | (Dollars in Thousands)    |        
|Average amount of loans outstanding                                                       |  | $                         | 109,357 |    |      | $ | 105,827 |  
|                                                                                          |  |                           |         |    |      |   |         |  
|Balance of allowance for loan losses at beginning of period                               |  | $                         | 2,046   |    |      | $ | 2,802   |  
|                                                                                          |  |                           |         |    |      |   |         |  
|Loans charged off                                                                         |  |                           |         |    |      |   |         |  
|Commercial and financial                                                                  |  |                           |        |    |      |   | (1,025  | )
|Real estate mortgage                                                                      |  |                           |        |    |      |   |        |  
|Installment                                                                               |  |                           |        |    |      |   |        |  
|                                                                                          |  |                           |         |    |      |   |         |  
|                                                                                          |  |                           |        |    |      |   | (1,025  | )
|                                                                                          |  |                           |         |    |      |   |         |  
|Loans recovered                                                                           |  |                           |         |    |      |   |         |  
|Commercial and financial                                                                  |  |                           |        |    |      |   |        |  
|Real estate mortgage                                                                      |  |                           |        |    |      |   |        |  
|Installment                                                                               |  |                           | 11      |    |      |   | 6       |  
|                                                                                          |  |                           |         |    |      |   |         |  
|                                                                                          |  |                           | 11      |    |      |   | 6       |  
|                                                                                          |  |                           |         |    |      |   |         |  
|Net (charge-offs) recoveries                                                              |  |                           | 11      |    |      |   | (1,019  | )
|                                                                                          |  |                           |         |    |      |   |         |  
|Additions to allowance charged to operating expense during period                         |  |                           | 30      |    |      |   | 270     |  
|                                                                                          |  |                           |         |    |      |   |         |  
|Balance of allowance for loan losses at end of period                                     |  | $                         | 2,087   |    |      | $ | 2,053   |  
|                                                                                          |  |                           |         |    |      |   |         |  
|Ratio of net loans charged off (recovered) during the period to average loans outstanding |  |                           | (.01    | )% |      |   | .96     | %
|                                                                                          |  |                           |         |    |      |   |         |  



Other income increased by $83,000 and
$58,000 for the second quarter and first six months of 2004, respectively, as compared to the same periods in 2003. The increase in the first six months is due primarily to an increase in service charges on deposits of $48,000. For the second
quarter of 2004, the increase in other income was due primarily to reduced losses on sales of other real estate owned.



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##### Table of Contents

Other expenses have increased by $176,000 and $372,000 for the second quarter and first six months of 2004, respectively,
as compared to the same periods in 2003. Increased salaries and employee benefits and increased other operating expenses accounted for the majority of the increases. Salaries and employee benefits have increased due to an increase in the number of
full time equivalent employees to 44 at June 30, 2004 from 39 at June 30, 2003, primarily as a result of opening a Loan Production Office (LPO) in Covington, Georgia during the first quarter of 2004. Occupancy and equipment expenses have also
increased due to increases in expense equipment and occupancy expense attributed to the opening of the new LPO. Other operating expenses have increased due to continued growth and geographic expansion.



We have provided for income taxes at an effective rate of 31% and 36% including state income
taxes for the first six months of 2004 and 2003, respectively. The decrease in the rate is due to increased non taxable securities and other income.



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



ITEM 3. CONTROLS AND PROCEDURES



As of the end of
the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and the Chief Financial Officer, of the design and operation of our disclosure controls and procedures.
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 significant changes in our internal controls or in other factors that
could significantly affect internal controls subsequent to the date of this evaluation.



15



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##### Table of Contents

PART II - OTHER INFORMATION



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



| | (a) | The annual meeting of the stockholders of the Company was held on April 21, 2004.
| | --- | ---------------------------------------------------------------------------------



| | (b) | The following directors were selected at the meeting to serve terms for the upcoming year:
| | --- | ------------------------------------------------------------------------------------------



|                     |  |                  
|-------------------- |  | -----------------
|Richard Ballard      |  | Joey McClelland  
|Charles W. Carter    |  | Alexander Pollack
|John L. Coleman      |  | Robert Ryan      
|Alfred D. Fears, Jr. |  | James H. Warren  
|William B. Jones     |  | George L. Weaver 
|Harry Lewis          |  |                  



| | (c) | Approval of First Amendment to the First Georgia Community Corp. 2001 Stock Incentive Plan.
| | --- | -------------------------------------------------------------------------------------------



The shares represented at the meeting (574,687 or 61.78%) voted as follows:



|          |  |                      |  |                     
|--------- |  | -------------------- |  | --------------------
|          |  | Item (b) # of Shares |  | Item (c) # of Shares
|For       |  | 574,037              |  | 558,967             
|Against   |  |                     |  | 15,720              
|Abstained |  | 650                  |  |                    
|          |  |                      |  |                     
|Total     |  | 574,687              |  | 574,687             
|          |  |                      |  |                     



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##### Table of Contents

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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##### 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: August 13, 2004 |  | BY:                           |  | /s/ John L. Coleman                         
|                      |  |                               |  | John L. Coleman, President and C.E.O.       
|                      |  |                               |  | (Principal Executive Officer)               
|                      |  |                              
|DATE: August 13, 2004 |  | BY:                           |  | /s/ Elaine S. Kendrick                      
|                      |  |                               |  | Elaine S. Kendrick, Secretary and Treasurer 
|                      |  |                               |  | (Principal Financial and Accounting Officer)



18