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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 endedMarch 31, 2005



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



For the transition period from  to



Commission File Number: 333-13583



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First Georgia Community Corp.

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



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



150
Covington Street, Jackson, Georgia 30233

(Address of principal executive offices)



(770) 504-1090

(Issuers telephone number)



N/A

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



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Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No ̈



State the number of shares outstanding of each of the issuers classes of common equity, as of May 5, 2005: 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 - March 31, 2005                                                             |  | 3   
|         |  |                                                                                                        
|         |  | Consolidated Statements of Income and Comprehensive Income - Three Months Ended March 31, 2005 and 2004 |  | 4   
|         |  |                                                                                                        
|         |  | Consolidated Statements of Cash Flows - Three Months Ended March 31, 2005 and 2004                      |  | 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                                                                         |  | 14  
|         |  |                                                                                                        
|PART II. |  | OTHER INFORMATION                                                                                       |  |     
|         |  |                                                                                                        
|         |  | Item 1  Legal Proceedings                                                                              |  | 15  
|         |  |                                                                                                        
|         |  | Item 2  Unregistered Sale of Equity Securities and Use of Proceeds                                     |  | 15  
|         |  |                                                                                                        
|         |  | Item 3  Defaults Upon Senior Securities                                                                |  | 15  
|         |  |                                                                                                        
|         |  | Item 4  Submission of Matters to a Vote of Security Holders                                            |  | 15  
|         |  |                                                                                                        
|         |  | Item 5  Other Information                                                                              |  | 15  
|         |  |                                                                                                        
|         |  | Item 6  Exhibits                                                                                       |  | 15  
|         |  |                                                                                                        
|         |  | Signatures                                                                                              |  | 16  



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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,
2005

(Unaudited)



|                                                                                                |  |   |             |  
|----------------------------------------------------------------------------------------------- |  | - | ----------- | -
|Assets                                                                                          |  |   |             |  
|Cash and due from banks                                                                         |  | $ | 4,992,812   |  
|Interest-bearing deposits in banks                                                              |  |   | 741,328     |  
|Federal funds sold                                                                              |  |   | 16,529,000  |  
|Securities available-for-sale, at fair value                                                    |  |   | 19,943,767  |  
|Restricted equity securities, at cost                                                           |  |   | 1,520,650   |  
|Loans held for sale                                                                             |  |   | 442,830     |  
|                                                                                                | 
|Loans                                                                                           |  |   | 166,789,858 |  
|Less allowance for loan losses                                                                  |  |   | 2,041,554   |  
|                                                                                                |  |   |             |  
|Loans, net                                                                                      |  |   | 164,748,304 |  
|                                                                                                |  |   |             |  
|Premises and equipment                                                                          |  |   | 3,274,009   |  
|Other assets                                                                                    |  |   | 5,908,391   |  
|                                                                                                |  |   |             |  
|Total assets                                                                                    |  | $ | 218,101,091 |  
|                                                                                                |  |   |             |  
|Liabilities and Stockholders Equity                                                            |  |   |             |  
|Deposits                                                                                        |  |   |             |  
|Noninterest-bearing                                                                             |  | $ | 14,232,066  |  
|Interest-bearing                                                                                |  |   | 160,968,383 |  
|                                                                                                |  |   |             |  
|Total deposits                                                                                  |  |   | 175,200,449 |  
|Other borrowings                                                                                |  |   | 26,961,594  |  
|Other liabilities                                                                               |  |   | 2,559,550   |  
|                                                                                                |  |   |             |  
|Total liabilities                                                                               |  |   | 204,721,593 |  
|                                                                                                |  |   |             |  
|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                                                                               |  |   | 3,751,457   |  
|Accumulated other comprehensive loss                                                            |  |   | (158,455    | )
|                                                                                                |  |   |             |  
|Total stockholders equity                                                                      |  |   | 13,379,498  |  
|                                                                                                |  |   |             |  
|Total liabilities and stockholders equity                                                      |  | $ | 218,101,091 |  
|                                                                                                |  |   |             |  



See Notes to Consolidated
Financial Statements.



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##### Table of Contents

FIRST GEORGIA COMMUNITY CORP. AND SUBSIDIARY



CONSOLIDATED STATEMENTS OF INCOME

AND COMPREHENSIVE INCOME

THREE MONTHS ENDED MARCH 31, 2005 AND 2004



(Unaudited)



|                                                                                             |  |                              |           |   |      |   |          
|-------------------------------------------------------------------------------------------- |  | ---------------------------- | --------- | - | ---- | - | ---------
|                                                                                             |  | Three Months Ended March 31,
|                                                                                             |  | 2005                         |           |   | 2004
|Interest income                                                                              |  |                              |           |   |      |   |          
|Loans                                                                                        |  | $                            | 2,950,276 |   |      | $ | 1,735,777
|Taxable securities                                                                           |  |                              | 162,321   |   |      |   | 155,280  
|Nontaxable securities                                                                        |  |                              | 48,759    |   |      |   | 48,779   
|Deposits in banks                                                                            |  |                              |          |   |      |   | 383      
|Federal funds sold                                                                           |  |                              | 69,406    |   |      |   | 21,390   
|                                                                                             |  |                              |           |   |      |   |          
|Total interest income                                                                        |  |                              | 3,230,762 |   |      |   | 1,961,609
|                                                                                             |  |                              |           |   |      |   |          
|Interest expense                                                                             |  |                              |           |   |      |   |          
|Deposits                                                                                     |  |                              | 934,387   |   |      |   | 556,851  
|Other borrowings                                                                             |  |                              | 298,954   |   |      |   | 276,729  
|                                                                                             |  |                              |           |   |      |   |          
|Total interest expense                                                                       |  |                              | 1,233,341 |   |      |   | 833,580  
|                                                                                             |  |                              |           |   |      |   |          
|Net interest income                                                                          |  |                              | 1,997,421 |   |      |   | 1,128,029
|Provision for loan losses                                                                    |  |                              | 50,000    |   |      |   |         
|                                                                                             |  |                              |           |   |      |   |          
|Net interest income after provision for loan losses                                          |  |                              | 1,947,421 |   |      |   | 1,128,029
|                                                                                             |  |                              |           |   |      |   |          
|Other income                                                                                 |  |                              |           |   |      |   |          
|Service charges on deposit accounts                                                          |  |                              | 137,623   |   |      |   | 157,138  
|Other operating income                                                                       |  |                              | 60,010    |   |      |   | 69,111   
|                                                                                             |  |                              |           |   |      |   |          
|Total other income                                                                           |  |                              | 197,633   |   |      |   | 226,249  
|                                                                                             |  |                              |           |   |      |   |          
|Other expenses                                                                               |  |                              |           |   |      |   |          
|Salaries and employee benefits                                                               |  |                              | 887,150   |   |      |   | 569,340  
|Occupancy and equipment expenses                                                             |  |                              | 165,297   |   |      |   | 120,704  
|Other operating expenses                                                                     |  |                              | 518,483   |   |      |   | 423,164  
|                                                                                             |  |                              |           |   |      |   |          
|Total other expenses                                                                         |  |                              | 1,570,930 |   |      |   | 1,113,208
|                                                                                             |  |                              |           |   |      |   |          
|Net income before income taxes                                                               |  |                              | 574,124   |   |      |   | 241,070  
|                                                                                             |  |                             
|Income tax expense                                                                           |  |                              | 182,200   |   |      |   | 75,100   
|                                                                                             |  |                              |           |   |      |   |          
|Net income                                                                                   |  |                              | 391,924   |   |      |   | 165,970  
|                                                                                             |  |                              |           |   |      |   |          
|Other comprehensive income (loss) :                                                          |  |                              |           |   |      |   |          
|Unrealized gains (losses) on securities available-for-sale arising during period, net of tax |  |                              | (190,494  | ) |      |   | 93,025   
|                                                                                             |  |                              |           |   |      |   |          
|Comprehensive income                                                                         |  | $                            | 201,430   |   |      | $ | 258,995  
|                                                                                             |  |                              |           |   |      |   |          
|Basic earnings per share                                                                     |  | $                            | 0.42      |   |      | $ | 0.18     
|                                                                                             |  |                              |           |   |      |   |          
|Diluted earnings per share                                                                   |  | $                            | 0.42      |   |      | $ | 0.18     
|                                                                                             |  |                              |           |   |      |   |          
|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, 2005 AND 2004

(Unaudited)



|                                                                              |  |      |             |   |      |   |            |  
|----------------------------------------------------------------------------- |  | ---- | ----------- | - | ---- | - | ---------- | -
|                                                                              |  | 2005 |             |   | 2004 |  
|OPERATING ACTIVITIES                                                          |  |      |             |   |      |   |            |  
|Net income                                                                    |  | $    | 391,924     |   |      | $ | 165,970    |  
|Adjustments to reconcile net income to net cash used in operating activities: |  |      |             |   |      |   |            |  
|Depreciation and amortization                                                 |  |      | 71,974      |   |      |   | 77,946     |  
|Net increase in loans held for sale                                           |  |      | (442,830    | ) |      |   | (1,086,901 | )
|Provision for loan losses                                                     |  |      | 50,000      |   |      |   |           |  
|Provision for other losses                                                    |  |      | 20,000      |   |      |   |           |  
|Deferred compensation                                                         |  |      | 33,147      |   |      |   | 28,704     |  
|Gain on sale of other real estate owned                                       |  |      |            |   |      |   | (9,278     | )
|Increase in interest receivable                                               |  |      | (202,133    | ) |      |   | (59,820    | )
|Increase in interest payable                                                  |  |      | 97,983      |   |      |   | 2,294      |  
|Net other operating activities                                                |  |      | (75,723     | ) |      |   | (36,909    | )
|                                                                              |  |      |             |   |      |   |            |  
|Net cash used in operating activities                                         |  |      | (55,658     | ) |      |   | (917,994   | )
|                                                                              |  |      |             |   |      |   |            |  
|INVESTING ACTIVITIES                                                          |  |      |             |   |      |   |            |  
|Net (increase) decrease in interest-bearing deposits in banks                 |  |      | 122,407     |   |      |   | (81,721    | )
|Purchases of securities available-for-sale                                    |  |      | (495,390    | ) |      |   | (2,244,375 | )
|Proceeds from maturities of securities available-for-sale                     |  |      | 174,375     |   |      |   | 2,037,182  |  
|(Purchase) redemption of restricted equity securities                         |  |      | (107,400    | ) |      |   | 100,000    |  
|Net decrease in federal funds sold                                            |  |      | 623,000     |   |      |   | 1,440,000  |  
|Net increase in loans                                                         |  |      | (16,295,545 | ) |      |   | (2,053,806 | )
|Proceeds from sale of other real estate owned                                 |  |      |            |   |      |   | 726,865    |  
|Purchase of premises and equipment                                            |  |      | (85,097     | ) |      |   | (53,408    | )
|                                                                              |  |      |             |   |      |   |            |  
|Net cash used in investing activities                                         |  |      | (16,063,650 | ) |      |   | (129,263   | )
|                                                                              |  |      |             |   |      |   |            |  
|FINANCING ACTIVITIES                                                          |  |      |             |   |      |   |            |  
|Net increase in deposits                                                      |  |      | 16,831,070  |   |      |   | 2,208,828  |  
|Net increase in other borrowings                                              |  |      |            |   |      |   | 774,912    |  
|                                                                              |  |      |             |   |      |   |            |  
|Net cash provided by financing activities                                     |  |      | 16,831,070  |   |      |   | 2,983,740  |  
|                                                                              |  |      |             |   |      |   |            |  
|Net increase in cash and due from banks                                       |  |      | 711,762     |   |      |   | 1,936,483  |  
|Cash and due from banks, beginning of period                                  |  |      | 4,281,050   |   |      |   | 4,170,144  |  
|                                                                              |  |      |             |   |      |   |            |  
|Cash and due from banks, end of period                                        |  | $    | 4,992,812   |   |      | $ | 6,106,627  |  
|                                                                              |  |      |             |   |      |   |            |  
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION                             |  |      |             |   |      |   |            |  
|                                                                              |  |     
|Cash paid (received) during period for:                                       |  |      |             |   |      |   |            |  
|                                                                              |  |     
|Interest                                                                      |  | $    | 1,135,358   |   |      | $ | 831,286    |  
|                                                                              |  |     
|Income taxes                                                                  |  | $    | 171,400     |   |      | $ | (11,595    | )
|                                                                              |  |     
|NONCASH TRANSACTIONS                                                          |  |      |             |   |      |   |            |  
|Principal balance of loans transferred to other real estate owned             |  | $    |            |   |      | $ |           |  
|                                                                              |  |     
|Financed sale of other real estate owned                                      |  | $    |            |   |      | $ | 1,048,000  |  



See Notes to Consolidated
Financial Statements.



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##### Table of Contents

FIRST GEORGIA COMMUNITY CORP. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



NOTE 1. BASIS OF PRESENTATION



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



The results of operations for the three month period ended March 31, 2005 are not necessarily indicative of the results to be expected for
the full year.



NOTE 2. STOCK COMPENSATION PLAN



At March 31, 2005, 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,
|                                                                                                                                            |  | 2005                        |         | 2004
|Net income, as reported                                                                                                                     |  | $                           | 391,924 |      | $ | 165,970
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax
effects |  |                             |        |      |   |       
|                                                                                                                                            |  |                             |         |      |   |        
|Pro forma net income                                                                                                                        |  | $                           | 391,924 |      | $ | 165,970
|                                                                                                                                            |  |                             |         |      |   |        
|Earnings per share:                                                                                                                         |  |                             |         |      |   |        
|Basic - as reported                                                                                                                         |  | $                           | 0.42    |      | $ | 0.18   
|                                                                                                                                            |  |                             |         |      |   |        
|Basic - pro forma                                                                                                                           |  | $                           | 0.42    |      | $ | 0.18   
|                                                                                                                                            |  |                             |         |      |   |        
|Diluted - as reported                                                                                                                       |  | $                           | 0.42    |      | $ | 0.18   
|                                                                                                                                            |  |                             |         |      |   |        
|Diluted - pro forma                                                                                                                         |  | $                           | 0.42    |      | $ | 0.18   
|                                                                                                                                            |  |                             |         |      |   |        



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NOTE 3. CURRENT ACCOUNTING DEVELOPMENTS



In December 2004, the FASB published Statement No. 123 (revised 2004), Share-Based Payment (FAS 123(R) or the
Statement). FAS 123(R) requires that the compensation cost relating to share-based payment transactions, including grants of employee stock options, be recognized in financial statements. That cost will be measured based on the fair
value of the equity or liability instruments issued. FAS 123(R) covers a wide range of share-based compensation arrangements including stock options, restricted share plans, performance-based awards, share appreciation rights, and employee share
purchase plans. FAS 123(R) is a replacement of FASB Statement No. 123, Accounting for Stock-Based Compensation, and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and its related interpretive guidance (APB 25).



The effect of the Statement will be to require entities to measure the cost of employee
services received in exchange for stock options based on the grant-date fair value of the award, and to recognize the cost over the period the employee is required to provide services for the award. FAS 123(R) permits entities to use any
option-pricing model that meets the fair value objective in the Statement.



The
Company will be required to apply FAS 123(R) as of the beginning of its first interim period that begins after December 15, 2005, which will be the year ending December 31, 2006.



FAS 123(R) allows two methods for determining the effects of the transition: the modified prospective transition method and the modified
retrospective method of transition. Under the modified prospective transition method, an entity would use the fair value based accounting method for all employee awards granted, modified, or settled after the effective date. As of the effective
date, compensation cost related to the nonvested portion of awards outstanding as of that date would be based on the grant-date fair value of those awards as calculated under the original provisions of Statement No. 123; that is, an entity would not
remeasure the grant-date fair value estimate of the unvested portion of awards granted prior to the effective date. An entity will have the further option to either apply the Statement to only the quarters in the period of adoption and subsequent
periods, or apply the Statement to all quarters in the fiscal year of adoption under the modified retrospective method of transition, an entity would revise its previously issued financial statements to recognize employee compensation cost for prior
periods presented in accordance with the original provisions of Statement No. 123.



The Company has not yet completed its study of the transition methods or made any decisions about how it will adopt FAS 123(R).



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ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations



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



Special Cautionary Notice Regarding Forward Looking Statements



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



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



Critical Accounting Policies



In connection with our application of accounting principles generally accepted in the United
States, we make judgments and estimates that, in the case of determination of our allowance for loan losses, have been critical to the determination of our financial position, results of operations and cash flows. Our evaluation considers
significant factors relative to the credit risk and loss exposure in the loan portfolio, including past due and classified loans, historical experience, underlying collateral values, and current economic conditions that may affect the
borrowers ability to repay. The allowance for loan losses is evaluated by segmenting the loan portfolio into unclassified and classified loans. An allowance percentage is applied to the unclassified loans to establish a general allowance for
loan losses. The allowance percentage is determined based upon our experience specifically and the historical experience of the banking industry generally. The classified loans, including impaired loans, are analyzed individually in order to
establish a specific allowance for loan losses. The allowance for loan losses as a percentage of total loans was 1.22% at March 31, 2005 as compared to 1.32% at December 31, 2004. See Results of Operations for the Three Months Ended March 31,
2005 and 2004 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, 2005, 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 16.38%. 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 $62.3 million, or approximately 35% of total deposits, as of March 31, 2005. These deposits are readily obtainable at
rates not significantly different from rates that we pay on deposits in our local market.



At March 31, 2005, 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    |  | 8.88         | % |  | 8.66                          | % |  | 4.00 | %
|Risk-based capital ratios: |  |              |   |  |                               |   |  |      |  
|Core capital               |  | 9.53         |   |  | 9.30                          |   |  | 4.00 |  
|Total capital              |  | 10.95        |   |  | 10.45                         |   |  | 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.



9



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##### Table of Contents

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 31,2005
|Commitments to extend credit |  | $             | 58,674,000
|Letters of credit            |  |               | 503,000   
|                             |  |               |           
|                             |  | $             | 59,177,000
|                             |  |               |           



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, 2005         |         | December 31, 2004
|                                   |  | (Dollars in Thousands)
|Cash and due from banks            |  | $                      | 4,993   |                   | $ | 4,281  
|Interest-bearing deposits in banks |  |                        | 741     |                   |   | 864    
|Federal funds sold                 |  |                        | 16,529  |                   |   | 17,152 
|Securities                         |  |                        | 21,465  |                   |   | 21,348 
|Loans, net                         |  |                        | 164,748 |                   |   | 148,503
|Loans held for sale                |  |                        | 443     |                   |   |       
|Premises and equipment             |  |                        | 3,274   |                   |   | 3,254  
|Other assets                       |  |                        | 5,908   |                   |   | 5,649  
|                                   |  |                        |         |                   |   |        
|                                   |  | $                      | 218,101 |                   | $ | 201,051
|                                   |  |                        |         |                   |   |        
|Deposits                           |  | $                      | 175,200 |                   | $ | 158,369
|Other borrowings                   |  |                        | 26,962  |                   |   | 26,962 
|Other liabilities                  |  |                        | 2,560   |                   |   | 2,542  
|Stockholders equity               |  |                        | 13,379  |                   |   | 13,178 
|                                   |  |                        |         |                   |   |        
|                                   |  | $                      | 218,101 |                   | $ | 201,051
|                                   |  |                        |         |                   |   |        



Our assets increased by 8.48% during
the first quarter of 2005. Gross loans outstanding increased approximately $16.7 million during the first quarter of 2005. Deposit growth of $16.6 million and a reduction of Federal funds sold of $623,000 were used primarily to fund loan growth. As
part of our planned expansion into Newton County, Georgia, our assets have grown as we have increased our outstanding loans during the first three 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 $392,000, partially offset by increases on losses on securities available-for-sale, net of tax, of
$191,000.



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Results of Operations For The Three Months Ended March 31, 2005 and 2004



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



|                          |  |                              |       |      |   |      
|------------------------- |  | ---------------------------- | ----- | ---- | - | -----
|                          |  | Three Months Ended March 31,
|                          |  | 2005                         |       | 2004
|                          |  | (Dollars in Thousands)      
|Interest income           |  | $                            | 3,230 |      | $ | 1,962
|Interest expense          |  |                              | 1,233 |      |   | 834  
|                          |  |                              |       |      |   |      
|Net interest income       |  |                              | 1,997 |      |   | 1,128
|Provision for loan losses |  |                              | 50    |      |   |     
|Other income              |  |                              | 198   |      |   | 226  
|Other expense             |  |                              | 1,571 |      |   | 1,113
|                          |  |                              |       |      |   |      
|Pretax income             |  |                              | 574   |      |   | 241  
|Income taxes              |  |                              | 182   |      |   | 75   
|                          |  |                              |       |      |   |      
|Net income                |  | $                            | 392   |      | $ | 166  
|                          |  |                              |       |      |   |      



Our net interest income has increased
by $869,000 in the first quarter of 2005 as compared to the same period in 2004. Our net interest margin was 4.17% in the first quarter of 2005 as compared to 3.30% for the first quarter of 2004 and 3.92% for the entire year of 2004. The increase in
net interest income is due to the yield on earning assets increasing faster than the cost of funds. Our cost of funds increased to 2.83% in the first quarter of 2005 as compared to 2.68% in the first quarter of 2004.



The provision for loan losses increased by $50,000 in the first quarter of 2005, when
compared to the same period in 2004. This increase is due to loan growth as well as an increase in non-performing assets during the first quarter of 2005, when compared to the same period in 2004. The allowance for loan losses as a percentage of
total loans was 1.22% at March 31, 2005 as compared to 1.32% at December 31, 2004. Net recoveries for the first quarter of 2005 were $5,000 as compared to $0 in 2004. As of March 31, 2005, we had nonperforming loans and assets of $2.4 million as
compared to $341,000 at December 31, 2004. The increase in nonperforming loans and assets during the first quarter of 2005 is primarily attributed to several large real estate secured loans being placed on non-accrual status during the quarter.
Management has reviewed the non-accrual loans individually and determined that the likelihood of any significant loss of principal is



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mitigated due to the value of the collateral securing these loans. Based upon our evaluation of the loan portfolio, we
believe the allowance for loan losses to be adequate to absorb losses on existing loans that may become uncollectible. Our evaluation considers significant factors relative to the credit risk and loss exposure in the loan portfolio, including past
due and classified loans, historical experience, underlying collateral values, and current economic conditions that may affect the borrowers ability to repay. The allowance for loan losses is evaluated by segmenting the loan portfolio into
unclassified and classified loans. An allowance percentage is applied to the unclassified loans to establish a general allowance for loan losses. The allowance percentage is determined based upon our experience specifically and the historical
experience of the banking industry generally. The classified loans, including impaired loans, are analyzed individually in order to establish a specific allowance for loan losses.



Information with respect to nonaccrual, past due and restructured loans at March 31, 2005 and 2004 is as follows:



|                                                                                                         |  |                        |       |      |   |      
|-------------------------------------------------------------------------------------------------------- |  | ---------------------- | ----- | ---- | - | -----
|                                                                                                         |  | March 31,             
|                                                                                                         |  | 2005                   |       | 2004
|                                                                                                         |  | (Dollars in Thousands)
|Nonaccrual loans                                                                                         |  | $                      | 2,034 |      | $ | 0    
|Loans contractually past due ninety days or more as to interest or principal payments and still accruing |  |                        | 67    |      |   | 0    
|Restructured loans                                                                                       |  |                        | 0     |      |   | 0    
|Potential problem loans                                                                                  |  |                        | 2,696 |      |   | 1,350
|Interest income that would have been recorded on nonaccrual And restructured loans under original terms  |  |                        | 36    |      |   | 0    
|Interest income that was recorded on nonaccrual and restructured loans                                   |  |                        | 14    |      |   | 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 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, 2005 and 2004 is as follows:



|                                                                                          |  |                              |         |   |      |   |         |  
|----------------------------------------------------------------------------------------- |  | ---------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                          |  | Three Months Ended March 31, |        
|                                                                                          |  | 2005                         |         |   | 2004 |  
|                                                                                          |  | (Dollars in Thousands)       |        
|Average amount of loans outstanding                                                       |  | $                            | 157,080 |   |      | $ | 105,600 |  
|                                                                                          |  |                              |         |   |      |   |         |  
|Balance of allowance for loan losses at beginning of period                               |  | $                            | 1,987   |   |      | $ | 2,046   |  
|                                                                                          |  |                              |         |   |      |   |         |  
|Loans charged off                                                                         |  |                              |         |   |      |   |         |  
|Commercial and financial                                                                  |  |                              |        |   |      |   |        |  
|Real estate mortgage                                                                      |  |                              |        |   |      |   |        |  
|                                                                                          |  |                              |         |   |      |   |         |  
|Installment                                                                               |  |                              |        |   |      |   |        |  
|                                                                                          |  |                              |         |   |      |   |         |  
|Loans recovered                                                                           |  |                              |         |   |      |   |         |  
|Commercial and financial                                                                  |  |                              |        |   |      |   |        |  
|Real estate mortgage                                                                      |  |                              |        |   |      |   |        |  
|Installment                                                                               |  |                              | 5       |   |      |   |        |  
|                                                                                          |  |                              |         |   |      |   |         |  
|                                                                                          |  |                              | 5       |   |      |   |        |  
|                                                                                          |  |                              |         |   |      |   |         |  
|Net (charge-offs) recoveries                                                              |  |                              | 5       |   |      |   |        |  
|                                                                                          |  |                              |         |   |      |   |         |  
|Additions to allowance charged to operating expense during period                         |  |                              | 50      |   |      |   |        |  
|                                                                                          |  |                              |         |   |      |   |         |  
|Balance of allowance for loan losses at end of period                                     |  | $                            | 2,042   |   |      | $ | 2,046   |  
|                                                                                          |  |                              |         |   |      |   |         |  
|Ratio of net loans (charged off) recovered during the period to average loans outstanding |  |                              | .00     | % |      |   | .00     | %
|                                                                                          |  |                              |         |   |      |   |         |  



Other income has decreased in the
first quarter of 2005 as compared to the same period in 2004 by $28,000 due primarily to a decrease in service charges on deposits of $19,000 and decreased gains on sales of other real estate owned of $9,000.



Other expenses increased in the first quarter of 2005 as compared to the same period in 2004
by $458,000 due to increased salaries and employee benefits of $318,000, occupancy and equipment expenses of $44,000, and other operating expenses of $95,000. Salaries and employee benefits have increased due to an increase in the number of full
time equivalent employees to 52 at March 31, 2005 from 44 at March 31, 2004, primarily as a result of our planned expansion into the



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Covington, Georgia, market. Occupancy and equipment expenses have also increased due to increases in expense equipment
and occupancy expense attributed to our planned growth. Other operating expenses have increased due to on going growth.



In 2004, the Company sold a parcel of other real estate owned that had federal tax liens of $336,044 attached. As a condition of the sale, the Company purchased an
indemnity bond in the amount of $504,066, the funds of which are held in escrow and included in other assets in the consolidated balance sheet. Depending upon the resolution of these liens, the Company could incur a loss for the amount of the bond.



We have provided for income taxes at an effective tax rate of 32% and 31%
including state income taxes for the first quarters of 2005 and 2004.



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, 2005 or, to the Companys knowledge, In other factors that could
significantly affect those internal controls subsequent to the date the Company completed its evaluation, that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.
There have been no corrective actions with respect to significant deficiencies and material weaknesses.



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PART II - OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS.



None



|ITEM | 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
|---- | ---------------------------------------------------------------



None



ITEM 3. DEFAULTS UPON SENIOR SECURITIES.



None



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



None



ITEM 5. OTHER INFORMATION.



None



ITEM 6. EXHIBITS



|     |  |                                                                                                                                                                                    
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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.

|
|





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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 10, 2005 |  | BY:                           |  | /s/ John L. Coleman                         
|                   |  |                               |  | John L. Coleman, President and C.E.O.       
|                   |  |                               |  | (Principal Executive Officer)               
|                   |  |                              
|DATE: May 10, 2005 |  | BY:                           |  | /s/ Elaine S. Kendrick                      
|                   |  |                               |  | Elaine S. Kendrick, Secretary and Treasurer 
|                   |  |                               |  | (Principal Financial and Accounting Officer)





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