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U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-QSB



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



| | For the quarterly period ended September 30, 2003
| | -------------------------------------------------



| ̈ | 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)



|Georgia                           |  | 58-2261088         
|--------------------------------- |  | -------------------
|(State or other jurisdiction      |  | (IRS Employer      
|of 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)



---



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



State the number of shares outstanding of each of the issuers classes of common equity, as of November 1, 2003:
930,208; $5 par value



Transitional Small Business Disclosure
Format    Yes ̈No  x



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FIRST GEORGIA COMMUNITY CORP. AND SUBSIDIARY



INDEX



|         |  |                                                                                                                                                                 |  | Page
|-------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|         |  |                                                                                                                                                                
|PART I.  |  | FINANCIAL INFORMATION                                                                                                                                           |  |     
|         |  |                                                                                                                                                                
|         |  | Item 1. Financial Statements                                                                                                                                    |  |     
|         |  |                                                                                                                                                                
|         |  | Consolidated Balance SheetSeptember 30, 2003                                                                                                                   |  | 3   
|         |  |                                                                                                                                                                
|         |  | Consolidated Statements of Operations and Comprehensive IncomeThree Months Ended September 30, 2003 and 2002 and Nine Months Ended September 30, 2003 and 2002 |  | 4   
|         |  |                                                                                                                                                                
|         |  | Consolidated Statements of Cash FlowsNine Months Ended September 30, 2003 and 2002                                                                             |  | 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 6Exhibits and Reports on Form 8-K                                                                                                                         |  | 16  
|         |  |                                                                                                                                                                
|         |  | Signatures                                                                                                                                                      |  | 17  



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##### Table of Contents

PART IFINANCIAL INFORMATION

ITEM I. FINANCIAL STATEMENTS



FIRST GEORGIA COMMUNITY CORP. AND SUBSIDIARY



CONSOLIDATED BALANCE SHEET

SEPTEMBER 30, 2003

(Unaudited)



|Assets                                                                                          |  |   |            
|----------------------------------------------------------------------------------------------- |  | - | -----------
|Cash and due from banks                                                                         |  | $ | 8,158,945  
|Interest-bearing deposits in banks                                                              |  |   | 909,390    
|Federal funds sold                                                                              |  |   | 8,373,000  
|Securities available-for-sale, at fair value                                                    |  |   | 21,284,957 
|Restricted equity securities, at cost                                                           |  |   | 1,278,250  
|Loans held for sale                                                                             |  |   | 596,627    
|                                                                                                | 
|Loans                                                                                           |  |   | 105,308,780
|Less allowance for loan losses                                                                  |  |   | 2,044,004  
|                                                                                                |  |   |            
|Loans, net                                                                                      |  |   | 103,264,776
|                                                                                                |  |   |            
|                                                                                                | 
|Premises and equipment                                                                          |  |   | 2,496,579  
|Other assets                                                                                    |  |   | 7,458,413  
|                                                                                                |  |   |            
|                                                                                                | 
|Total assets                                                                                    |  | $ | 153,820,937
|                                                                                                |  |   |            
|Liabilities and Stockholders Equity                                                            |  |   |            
|Deposits                                                                                        |  |   |            
|Noninterest-bearing                                                                             |  | $ | 16,321,991 
|Interest-bearing                                                                                |  |   | 95,002,150 
|                                                                                                |  |   |            
|Total deposits                                                                                  |  |   | 111,324,141
|Other borrowings                                                                                |  |   | 29,170,178 
|Other liabilities                                                                               |  |   | 1,306,745  
|                                                                                                |  |   |            
|Total liabilities                                                                               |  |   | 141,801,064
|                                                                                                |  |   |            
|                                                                                                | 
|Commitments and contingencies                                                                   |  |   |            
|                                                                                                | 
|Stockholders equity                                                                            |  |   |            
|Common stock, par value $5; 10,000,000 shares authorized; 930,208 shares issued and outstanding |  |   | 4,651,040  
|Capital surplus                                                                                 |  |   | 5,123,652  
|Retained earnings                                                                               |  |   | 2,122,010  
|Accumulated other comprehensive income                                                          |  |   | 123,171    
|                                                                                                |  |   |            
|Total stockholders equity                                                                      |  |   | 12,019,873 
|                                                                                                |  |   |            
|                                                                                                | 
|Total liabilities and stockholders equity                                                      |  | $ | 153,820,937
|                                                                                                |  |   |            



See Notes to
Consolidated Financial Statements.



3



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FIRST GEORGIA COMMUNITY CORP. AND SUBSIDIARY



CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME

THREE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002

AND NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002

(Unaudited)



|                                                                                             |  | Three Months Ended September 30, |           |   | Nine Months Ended September 30,
|-------------------------------------------------------------------------------------------- |  | -------------------------------- | --------- | - | -------------------------------
|                                                                                             |  | 2003                             |           |   | 2002                           
|Interest income                                                                              |  |                                  |           |   |                                
|Loans                                                                                        |  | $                                | 1,914,932 |   |                                
|Taxable securities                                                                           |  |                                  | 153,206   |   |                                
|Nontaxable securities                                                                        |  |                                  | 40,435    |   |                                
|Deposits in banks                                                                            |  |                                  | 4,780     |   |                                
|Federal funds sold                                                                           |  |                                  | 29,374    |   |                                
|                                                                                             |  |                                  |           |   |                                
|Total interest income                                                                        |  |                                  | 2,142,727 |   |                                
|                                                                                             |  |                                  |           |   |                                
|                                                                                             |  |                                  |           |  
|Interest expense                                                                             |  |                                  |           |   |                                
|Deposits                                                                                     |  |                                  | 589,859   |   |                                
|Other borrowings                                                                             |  |                                  | 311,575   |   |                                
|                                                                                             |  |                                  |           |   |                                
|Total interest expense                                                                       |  |                                  | 901,434   |   |                                
|                                                                                             |  |                                  |           |   |                                
|                                                                                             |  |                                  |           |  
|Net interest income                                                                          |  |                                  | 1,241,293 |   |                                
|Provision for loan losses                                                                    |  |                                  |          |   |                                
|                                                                                             |  |                                  |           |   |                                
|Net interest income after provision for loan losses                                          |  |                                  | 1,241,293 |   |                                
|                                                                                             |  |                                  |           |   |                                
|                                                                                             |  |                                  |           |  
|Other income                                                                                 |  |                                  |           |   |                                
|Service charges on deposit accounts                                                          |  |                                  | 178,590   |   |                                
|Gain (loss) on sale of other real estate owned                                               |  |                                  | (11,521   | ) |                                
|Other operating income                                                                       |  |                                  | 85,196    |   |                                
|                                                                                             |  |                                  |           |   |                                
|Total other income                                                                           |  |                                  | 252,265   |   |                                
|                                                                                             |  |                                  |           |   |                                
|                                                                                             |  |                                  |           |  
|Other expenses                                                                               |  |                                  |           |   |                                
|Salaries and employee benefits                                                               |  |                                  | 478,158   |   |                                
|Occupancy and equipment expenses                                                             |  |                                  | 122,061   |   |                                
|Provision for losses on other real estate owned                                              |  |                                  | 152,500   |   |                                
|Other operating expenses                                                                     |  |                                  | 438,958   |   |                                
|                                                                                             |  |                                  |           |   |                                
|Total other expenses                                                                         |  |                                  | 1,191,677 |   |                                
|                                                                                             |  |                                  |           |   |                                
|                                                                                             |  |                                  |           |  
|Net income (loss) before income taxes                                                        |  |                                  | 301,881   |   |                                
|                                                                                             |  |                                  |           |  
|Income tax expense (benefit)                                                                 |  |                                  | 75,200    |   |                                
|                                                                                             |  |                                  |           |   |                                
|                                                                                             |  |                                  |           |  
|Net income (loss)                                                                            |  |                                  | 226,681   |   |                                
|                                                                                             |  |                                  |           |   |                                
|                                                                                             |  |                                  |           |  
|Other comprehensive income :                                                                 |  |                                  |           |   |                                
|Unrealized gains (losses) on securities available-for-sale arising during period, net of tax |  |                                  | (160,151  | ) |                                
|                                                                                             |  |                                  |           |   |                                
|Comprehensive income                                                                         |  | $                                | 66,530    |   |                                
|                                                                                             |  |                                  |           |   |                                
|Basic earnings (losses) per share                                                            |  | $                                | 0.24      |   |                                
|                                                                                             |  |                                  |           |   |                                
|Diluted earnings (losses) per share                                                          |  | $                                | 0.24      |   |                                
|                                                                                             |  |                                  |           |   |                                
|Cash dividends per share                                                                     |  | $                                |          |   |                                
|                                                                                             |  |                                  |           |   |                                



See Notes to
Consolidated Financial Statements.



4



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##### Table of Contents

FIRST GEORGIA COMMUNITY CORP. AND SUBSIDIARY



CONSOLIDATED STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002

(Unaudited)



|                                                                                  |  | 2003 |             |   | 2002 |  
|--------------------------------------------------------------------------------- |  | ---- | ----------- | - | ---- | -
|OPERATING ACTIVITIES                                                              |  |      |             |   |      |  
|Net income                                                                        |  | $    | 408,350     |   |      | $
|Adjustments to reconcile net income to net cash provided by operating activities: |  |      |             |   |      |  
|Depreciation                                                                      |  |      | 180,589     |   |      |  
|Net increase in loans held for sale                                               |  |      | (17,755     | ) |      |  
|Provision for loan losses                                                         |  |      | 270,000     |   |      |  
|Provision for losses on other real estate owned                                   |  |      | 302,992     |   |      |  
|Gain on sale of other real estate owned                                           |  |      | (135,862    | ) |      |  
|(Increase) decrease in interest receivable                                        |  |      | 12,289      |   |      |  
|Increase (decrease) in interest payable                                           |  |      | (95,861     | ) |      |  
|Net other operating activities                                                    |  |      | 226,102     |   |      |  
|                                                                                  |  |      |             |   |      |  
|Net cash provided by operating activities                                         |  |      | 1,150,844   |   |      |  
|                                                                                  |  |      |             |   |      |  
|                                                                                  |  |     
|INVESTING ACTIVITIES                                                              |  |      |             |   |      |  
|Net (increase) decrease in interest-bearing deposits in banks                     |  |      | 458,306     |   |      |  
|Purchases of securities available-for-sale                                        |  |      | (11,255,600 | ) |      |  
|Proceeds from maturities of securities available-for-sale                         |  |      | 7,198,992   |   |      |  
|Purchases of restricted equity securities                                         |  |      | (96,650     | ) |      |  
|Net (increase) decrease in federal funds sold                                     |  |      | 4,462,000   |   |      |  
|Net increase in loans                                                             |  |      | (2,043,487  | ) |      |  
|Proceeds from sale of other real estate owned                                     |  |      | 445,006     |   |      |  
|Additions to other real estate owned                                              |  |      | (54,844     | ) |      |  
|Purchase of premises and equipment                                                |  |      | (341,527    | ) |      |  
|                                                                                  |  |      |             |   |      |  
|Net cash used in investing activities                                             |  |      | (1,227,804  | ) |      |  
|                                                                                  |  |      |             |   |      |  
|                                                                                  |  |     
|FINANCING ACTIVITIES                                                              |  |      |             |   |      |  
|Net increase in deposits                                                          |  |      | 4,675,890   |   |      |  
|Repayment of other borrowings                                                     |  |      | (2,000,000  | ) |      |  
|Proceeds from other borrowings                                                    |  |      | 2,660,169   |   |      |  
|Proceeds from exercise of stock options                                           |  |      | 55,710      |   |      |  
|                                                                                  |  |      |             |   |      |  
|Net cash provided by financing activities                                         |  |      | 5,391,769   |   |      |  
|                                                                                  |  |      |             |   |      |  
|                                                                                  |  |     
|Net increase in cash and due from banks                                           |  |      | 5,314,809   |   |      |  
|                                                                                  |  |     
|Cash and due from banks, beginning of period                                      |  |      | 2,844,136   |   |      |  
|                                                                                  |  |      |             |   |      |  
|                                                                                  |  |     
|Cash and due from banks, end of period                                            |  | $    | 8,158,945   |   |      | $
|                                                                                  |  |      |             |   |      |  
|                                                                                  |  |     
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION                                 |  |      |             |   |      |  
|Cash paid during period for:                                                      |  |      |             |   |      |  
|                                                                                  |  |     
|Interest                                                                          |  | $    | 3,005,579   |   |      | $
|                                                                                  |  |     
|Income taxes                                                                      |  | $    | 83,556      |   |      | $
|                                                                                  |  |     
|NONCASH TRANSACTIONS                                                              |  |      |             |   |      |  
|Principal balance of loans transferred to other real estate owned                 |  | $    | 4,327,580   |   |      | $
|                                                                                  |  |     
|Financed sale of other real estate owned                                          |  | $    | 2,078,473   |   |      | $



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 and nine month periods ended September 30, 2003 are not necessarily indicative of
the results to be expected for the full year.



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



At September 30, 2003, 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 September 30, |        
|--------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------- | -------
|                                                                                                                            |  | 2003                             |        
|                                                                                                                            |  |                                 
|Net income (loss), as reported                                                                                              |  | $                                | 226,681
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of
tax |  |                                  | 2,334  
|                                                                                                                            |  |                                  |        
|Pro forma net income (loss)                                                                                                 |  | $                                | 224,347
|                                                                                                                            |  |                                  |        
|Earnings (losses) per share:                                                                                                |  |                                  |        
|Basicas reported                                                                                                           |  | $                                | .24    
|                                                                                                                            |  |                                  |        
|Basicpro forma                                                                                                             |  | $                                | .24    
|                                                                                                                            |  |                                  |        
|Dilutedas reported                                                                                                         |  | $                                | .24    
|                                                                                                                            |  |                                  |        
|Dilutedpro forma                                                                                                           |  | $                                | .24    
|                                                                                                                            |  |                                  |        



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##### Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



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



|                                                                                                                            |  | Nine Months Ended September 30,
|--------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------
|                                                                                                                            |  | 2003                           
|                                                                                                                            |  |                                
|Net income, as reported                                                                                                     |  | $                              
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of
tax |  |                                
|                                                                                                                            |  |                                
|Pro forma net income                                                                                                        |  | $                              
|                                                                                                                            |  |                                
|Earnings per share:                                                                                                         |  |                                
|Basicas reported                                                                                                           |  | $                              
|                                                                                                                            |  |                                
|Basicpro forma                                                                                                             |  | $                              
|                                                                                                                            |  |                                
|Dilutedas reported                                                                                                         |  | $                              
|                                                                                                                            |  |                                
|Dilutedpro forma                                                                                                           |  | $                              
|                                                                                                                            |  |                                



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



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



|                                                                                                                                |  | Three Months Ended September 30, |        
|------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------- | -------
|                                                                                                                                |  | 2003                             |        
|                                                                                                                                |  |                                 
|Basic Earnings (Losses) Per Share:                                                                                              |  |                                  |        
|Weighted average common shares outstanding                                                                                      |  |                                  | 930,208
|                                                                                                                                |  |                                  |        
|                                                                                                                                |  |                                 
|Net income (loss)                                                                                                               |  | $                                | 226,281
|                                                                                                                                |  |                                  |        
|                                                                                                                                |  |                                 
|Basic earnings (losses) per share                                                                                               |  | $                                | .24    
|                                                                                                                                |  |                                  |        
|Diluted Earnings (Losses) Per Share:                                                                                            |  |                                  |        
|Weighted average common shares outstanding                                                                                      |  |                                  | 930,208
|Net effect of the assumed exercise of stock options based on the treasury stock method using average market prices for the
year |  |                                  | 2,236  
|                                                                                                                                |  |                                  |        
|                                                                                                                                |  |                                 
|Total weighted average common shares and common stock equivalents outstanding                                                   |  |                                  | 932,444
|                                                                                                                                |  |                                  |        
|                                                                                                                                |  |                                 
|Net income (loss)                                                                                                               |  | $                                | 226,281
|                                                                                                                                |  |                                  |        
|                                                                                                                                |  |                                 
|Diluted earnings (losses) per share                                                                                             |  | $                                | .24    
|                                                                                                                                |  |                                  |        



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



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



|                                                                                                                                |  | Nine Months Ended September 30,
|------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------
|                                                                                                                                |  | 2003                           
|                                                                                                                                |  |                                
|Basic Earnings Per Share:                                                                                                       |  |                                
|Weighted average common shares outstanding                                                                                      |  |                                
|                                                                                                                                |  |                                
|                                                                                                                                |  |                                
|Net income                                                                                                                      |  | $                              
|                                                                                                                                |  |                                
|                                                                                                                                |  |                                
|Basic earnings per share                                                                                                        |  | $                              
|                                                                                                                                |  |                                
|Diluted Earnings Per Share:                                                                                                     |  |                                
|Weighted average common shares outstanding                                                                                      |  |                                
|Net effect of the assumed exercise of stock options based on the treasury stock method using average market prices for the
year |  |                                
|                                                                                                                                |  |                                
|                                                                                                                                |  |                                
|Total weighted average common shares and common stock equivalents outstanding                                                   |  |                                
|                                                                                                                                |  |                                
|                                                                                                                                |  |                                
|Net income                                                                                                                      |  | $                              
|                                                                                                                                |  |                                
|                                                                                                                                |  |                                
|Diluted earnings per share                                                                                                      |  | $                              
|                                                                                                                                |  |                                



|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.



|NOTE 5. |  | SUBSEQUENT EVENT
|------- |  | ----------------



Subsequent to September 30, 2003, the Company was advised by its insurance consultants that the liability for executive officer and director deferred
compensation as recorded in the financial statements was understated. The information and underlying assumptions provided by the Companys consultants is currently being evaluated by management to determine what adjustment should be made. Based
upon the information provided, the adjustment that may be required to be recorded would have the effect of decreasing net income and stockholders equity as follows:



|Net Income                           |  | Range of Estimates, Net of Tax
|------------------------------------ |  | ------------------------------
|Year Ended December 31, 2002         |  | $                             
|Nine Months Ended September 20, 2003 |  | $                             
|                                     | 
|Stockholders Equity                 |  |                               
|As of December 31, 2002              |  | $                             
|As of September 30, 2003             |  | $                             





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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



We have adopted various accounting policies which govern the application of accounting
principles generally accepted in the United States of America in the preparation of our financial statements. Our significant accounting policies are described in the footnotes to the consolidated financial statements at December 31, 2002 as filed
on our annual report on Form 10-KSB.



Certain accounting policies involve
significant judgments and assumptions by us which have a material impact on the carrying value of certain assets and liabilities. We consider these accounting policies to be critical accounting policies. The judgments and assumptions we use are
based on historical experience and other factors, which we believe to be reasonable under the circumstances. Because of the nature of the judgments and assumptions we make, actual results could differ from these judgments and estimates which could
have a material impact on our carrying values of assets and liabilities and our results of operations.



We believe the allowance for loan losses is a critical accounting policy that requires the most significant judgments and estimates used in preparation of our consolidated financial statements. Refer to the portion of
this discussion that addresses our allowance for loan losses for a description of our processes and methodology for determining our allowance for loan losses.



9



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##### Table of Contents

Liquidity and Capital Resources



As of September 30, 2003, 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 23.90%. 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 $15.7 million as of September 30, 2003. These deposits are readily obtainable at rates not significantly different from
rates that we pay on deposits in our local market.



At September 30, 2003, our
capital ratios were adequate based on regulatory minimum capital requirements. The minimum capital requirements and the actual capital ratios on a consolidated and bank-only basis are as follows:



|                           |  | Actual       |   |  |       |  
|-------------------------- |  | ------------ | - |  | ----- | -
|                           |  | Consolidated |   |  | Bank  |  
|                           |  |              |  
|Leverage capital ratios    |  | 13.83        | % |  | 10.78 | %
|Risk-based capital ratios: |  |              |   |  |       |  
|Core capital               |  | 11.11        |   |  | 9.52  |  
|Total capital              |  | 9.39         |   |  | 7.99  |  



Off-Balance Sheet Risk



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



Our exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. We use
the same credit policies in making commitments and conditional obligations as we do for on-balance sheet instruments. A summary of our commitments is as follows:



|                             |  | September 30,
|---------------------------- |  | -------------
|                             |  | 2003         
|                             | 
|Commitments to extend credit |  | $            
|Letters of credit            |  |              
|                             |  |              
|                             |  | $            
|                             |  |              



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



Financial Condition



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



|                                   |  | September 30, 2003     |         | December 31, 2002
|---------------------------------- |  | ---------------------- | ------- | -----------------
|                                   |  | (Dollars in Thousands)
|Cash and due from banks            |  | $                      | 8,159   |                  
|Interest-bearing deposits in banks |  |                        | 909     |                  
|Federal funds sold                 |  |                        | 8,373   |                  
|Securities                         |  |                        | 22,563  |                  
|Loans, net                         |  |                        | 103,265 |                  
|Loans held for sale                |  |                        | 597     |                  
|Premises and equipment             |  |                        | 2,497   |                  
|Other assets                       |  |                        | 7,458   |                  
|                                   |  |                        |         |                  
|                                   |  | $                      | 153,821 |                  
|                                   |  |                        |         |                  
|                                   |  |                       
|Deposits                           |  | $                      | 111,324 |                  
|Other borrowings                   |  |                        | 29,170  |                  
|Other liabilities                  |  |                        | 1,307   |                  
|Stockholders equity               |  |                        | 12,020  |                  
|                                   |  |                        |         |                  
|                                   |  | $                      | 153,821 |                  
|                                   |  |                        |         |                  



Our assets increased by 4.06% during
the first nine months of 2003. Deposit growth of $4.7 million was invested primarily in securities. Our loan to deposit ratio has remained in the 95% range indicating continued strong loan demand in our primary market area of Butts County and
surrounding counties. Our total equity has increased by year-to-date net income of $408,000, the exercise of stock options totaling $56,000 and decreased by the change in unrealized gains on securities available-for-sale, net of tax, of $206,000.



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Results of Operations For The Three Months Ended September 30, 2003 and 2002 and for the Nine Months Ended September
30, 2003 and 2002



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



|                          |  | Three Months Ended September 30, |      
|------------------------- |  | -------------------------------- | -----
|                          |  | 2003                             |      
|                          |  | (Dollars in Thousands)           |      
|Interest income           |  | $                                | 2,143
|Interest expense          |  |                                  | 902  
|                          |  |                                  |      
|Net interest income       |  |                                  | 1,241
|Provision for loan losses |  |                                  |     
|Other income              |  |                                  | 252  
|Other expense             |  |                                  | 1,191
|                          |  |                                  |      
|Pretax income (loss)      |  |                                  | 302  
|Income taxes              |  |                                  | 75   
|                          |  |                                  |      
|Net income (loss)         |  | $                                | 227  
|                          |  |                                  |      



|                          |  | Nine Months Ended September 30,
|------------------------- |  | -------------------------------
|                          |  | 2003                           
|                          |  | (Dollars in Thousands)         
|Interest income           |  | $                              
|Interest expense          |  |                                
|                          |  |                                
|Net interest income       |  |                                
|Provision for loan losses |  |                                
|Other income              |  |                                
|Other expense             |  |                                
|                          |  |                                
|Pretax income             |  |                                
|Income taxes              |  |                                
|                          |  |                                
|Net income                |  | $                              
|                          |  |                                



Our net interest income has decreased
by $38,000 and $83,000 for the third quarter and first nine months of 2003, respectively, as compared to the same periods in 2002. Our net interest margin decreased to 3.25% during the first nine months of 2003 as compared to 3.81% for the first
nine months of 2002 and 3.69% for the entire year of 2002. The decreases in net interest income and net interest margin are due to the decrease in yields on loans that have decreased to 7.13% in the first nine months of 2003 as compared to 7.48% in
the first nine months of 2002. The cost of funds has decreased as well as deposits have been able to be repriced as they have matured. Our cost of funds decreased to 2.93% in the first nine months of 2003 as compared to 3.54% in the first nine
months of 2002.



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The provision for loan losses decreased by 690,000 and increased by $674,000 in the third quarter and first nine months
of 2003, respectively, when compared to the same periods in 2002. The amounts provided are due in part to loan growth, but are due primarily to the increase in the amount of non-performing loans during the first quarter of 2003. The allowance for
loan losses as a percentage of total loans was 1.94% at September 30, 2003 compared to 2.63% at December 31, 2002. Net charge offs for the first nine months of 2003 were $1,028,000 as compared to $26,000 in 2002. As of September 30, 2003, we had
nonperforming loans and assets of $2.8 million as compared to $3.8 million at December 31, 2002. The decrease in nonperforming loans and assets was attributable to the foreclosure of a $1.8 million residential construction relationship, offset by a
loan charge off of $225,000, subsequent write downs of other real estate of $303,000, and the sale of other real estate in the amount of $2.3 million. Of the $1,028,000 million of net charge offs during the first nine months of 2003, approximately
$797,000 was attributed to the residential construction relationship previously mentioned, as the properties were written down to the lower of their book value or fair market value (less cost to sell), prior to foreclosure. Based upon our evaluation
of the loan portfolio, we believe the allowance for loan losses to be adequate to absorb losses on existing loans that may become uncollectible. Our evaluation considers significant factors relative to the credit risk and loss exposure in the loan
portfolio, including past due and classified loans, historical experience, underlying collateral values, and current economic conditions that may affect the borrowers ability to repay. The allowance for loan losses is evaluated by segmenting
the loan portfolio into unclassified and classified loans. An allowance percentage is applied to the unclassified loans to establish a general allowance for loan losses. The allowance percentage is determined based upon our experience specifically
and the historical experience of the banking industry generally. The classified loans, including impaired loans, are analyzed individually in order to establish a specific allowance for loan losses.



Information with respect to nonaccrual, past due and restructured loans at September 30, 2003
and 2002 is as follows:



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



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



Information regarding certain loans and allowance for loan loss data through September 30, 2003 and 2002 is as follows:



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



Other income increased by $99,000 and
$373,000 for the third quarter and first nine months of 2003, respectively, as compared to the same periods in 2002 due to an increase in overdraft fees collected on demand deposit accounts and gains on the sale of other real estate. Overdraft fees
increased by $72,000 during the third quarter of 2003 as compared to 2002. Overdraft fees increased by $182,000 for the nine months ended 2003 as compared to 2002. Gains on the sale of other real estate totaled $138,000 for the nine months ended
2003.



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Other expenses have increased by $392,000 and $1,084,000 for the third quarter and first nine months of 2003,
respectively, as compared to the same periods in 2002. Increased salaries and employee benefits and increased other operating expenses accounted for the majority of the increases. Salaries and employee benefits have increased by $241,000 primarily
due to an increase in the number of full time equivalent employees to 40 at September 30, 2003 from 31 at September 30, 2002, primarily as a result of opening a new branch facility in February of 2003. Occupancy and equipment expenses have also
increased by $62,000 primarily due to increases in depreciation expense and occupancy expense attributed to the opening of the new branch facility. Other operating expenses have increased by $478,000 primarily due to increases in legal and
professional fees and other costs associated with maintaining foreclosed properties. In addition, the Bank has recorded provisions for other real estate losses totaling $303,000 that is included in other expenses.



We have provided for income taxes at an effective rate of 30% and 34% including state income
taxes for the first nine months of 2003 and 2002, respectively.



We are not
aware of any known trends, events or uncertainties, other than the effect of events as described above, and the potential adjustment related to deferred compensation as disclosed in note 5 to the financial statements, 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.



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PART IIOTHER INFORMATION



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



| | (a) | Exhibits.
| | --- | ---------



31.1

Certification of Chief Executive Officer, Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.31.2

Certification of Chief Financial Officer, Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.32

Certification of the Chief Executive Officer and Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.




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



None.



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SIGNATURES



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



|                        |  |  |  | FIRST GEORGIA COMMUNITY CORP. (Registrant)
|----------------------- |  |  |  | ------------------------------------------
|                        |  |  | 
|DATE: November 14, 2003 |  |  |  | By:                                       
|                        |  |  |  |                                           
|                        |  |  |  |                                           
|                        |  |  |  |                                           



|                        |  |  | 
|----------------------- |  |  | 
|DATE: November 14, 2003 |  |  | 
|                        |  |  | 
|                        |  |  | 



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