FORM 10-QSB

U. S. Securities and Exchange Commission

Washington, D.C. 20549

(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended December 31, 2001

[ ] TRANSITIONS REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1943.

For the transition period from ___________ to _________

Commission file number0-16657

FIRST GEORGIA HOLDING, INC.





|Georgia                                                         | 58-1781773                       
|--------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction or 
incorporation or organization) | (IRS Employer Identification No.)

1703 Gloucester Street

Brunswick, Georgia 31520

(Issuer's Address)

(912) 267-7283

(Issuer's telephone number)

Check whether the issuer (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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. YesXNo______

Number of shares of Common Stock outstanding as of December 31, 2001

7,713,733

|PART 1                                                                                                           
|-----------------------------------------------------------------------------------------------------------------
|FINANCIAL INFORMATION                                                                                            
|                                                                                                                 
|The consolidated financial statements of First Georgia Holding, Inc. filed as part of this report are as follows:
|                                                                                                                 
|Consolidated Balance Sheets as of December 31, 2001 and September 30, 2001                                       
|Consolidated Income Statements for the Three Months Ended December 31, 2001 and 2000                             
|Consolidated Cash Flow Statements for the Three Months Ended December 31, 2001 and 2000                          
|Notes to Consolidated Financial Statements                                                                       
|                                                                                                                 
|Management's Discussion and Analysis of Financial Condition and Results of Operation                             
|                                                                                                                 
|PART II                                                                                                          
|Item 6. Exhibits and Reports on Form 8-K                                                                         



|FIRST GEORGIA HOLDING, INC
CONSOLIDATED BALANCE SHEETS 
(unaudited)                                                                                           
|--------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                              
|Assets:                                                                                                                                                       
|Cash and cash equivalents:                                                                                                                                    
|Cash and due from banks                                                                                                                                       
|Federal funds sold                                                                                                                                            
|Interest bearing deposits in other banks                                                                                                                      
|Cash and cash equivalents                                                                                                                                     
|                                                                                                                                                              
|Investment securities to be held to maturity, fair value 
approximately $27,543,000 and $26,459,000 at 
December 31, 2001 and September 30, 2001, respectively
|Loans receivable, net of allowance for loan losses of 
approximately $2,241,00 and $2,414,000 at 
December 31, 2001 and September 30, 2001, respectively      
|Real estate owned                                                                                                                                             
|Federal Home Loan Bank stock, at cost                                                                                                                         
|Premises and equipment, net                                                                                                                                   
|Accrued interest receivable                                                                                                                                   
|Intangible assets, net                                                                                                                                        
|Other assets                                                                                                                                                  
|                                                                                                                                                              
|Total Assets                                                                                                                                                  
|                                                                                                                                                              
|Liabilities and Stockholders' Equity                                                                                                                          
|Liabilities:                                                                                                                                                  
|Deposits                                                                                                                                                      
|Federal Home Loan Bank advances                                                                                                                               
|Federal funds purchased                                                                                                                                       
|Other borrowed funds                                                                                                                                          
|Accrued interest payable                                                                                                                                      
|Obligations under capital lease                                                                                                                               
|Accrued expenses and other liabilities                                                                                                                        
|                                                                                                                                                              
|Stockholders' Equity                                                                                                                                          
|Common stock, $1.00 par value; 10,000,000 shares 
authorized; 7,713,733 issued and outstanding 
at December 31, 2001 and September 30, 2001                   
|Additional paid-in capital                                                                                                                                    
|Retained earnings                                                                                                                                             
|Total Stockholders' Equity                                                                                                                                    
|                                                                                                                                                              
|Total Liabilities and Stockholders' Equity                                                                                                                    
|                                                                                                                                                              
|See accompanying notes to consolidated financial statements.                                                                                                  



|FIRST GEORGIA HOLDING, INC
CONSOLIDATED INCOME STATEMENTS 
(unaudited)
|----------------------------------------------------------------------
|                                                                      
|                                                                      
|Interest Income:                                                      
|Loans                                                                 
|Federal funds sold                                                    
|Investments                                                           
|Other                                                                 
|Total interest income                                                 
|                                                                      
|Interest Expense:                                                     
|Deposits                                                              
|FHLB advances and other borrowings                                    
|Total interest expense                                                
|                                                                      
|Net interest income                                                   
|Provision for loan losses                                             
|Net interest income after provision for loan losses                   
|                                                                      
|Other income:                                                         
|Loan fees                                                             
|Deposit service charges                                               
|(Loss) gain on sale of real estate owned and foreclosed property      
|Other operating income                                                
|Total other income                                                    
|                                                                      
|Other Expenses:                                                       
|Salaries and employee benefits                                        
|Net occupancy expense                                                 
|Amortization of intangibles                                           
|Federal insurance premiums                                            
|Other operating expenses                                              
|Total other expenses                                                  
|                                                                      
|Income before income taxes                                            
|Income tax expense                                                    
|                                                                      
|Net Income                                                            
|                                                                      
|Income per share of common stock:                                     
|Basic                                                                 
|Diluted                                                               
|                                                                      
|See accompanying notes to consolidated financial statements.          



|FIRST GEORGIA HOLDING, INC.
CONOLIDATED STATEMENT OF CASH FLOWS 
(unaudited)
|----------------------------------------------------------------------------
|                                                                            
|                                                                            
|OPERATING ACTIVITIES:                                                       
|Net Income                                                                  
|Adjustments to reconcile net income to net cash provided by operations:     
|Provision for loan losses                                                   
|Depreciation and amortization                                               
|Amortization of intangibles                                                 
|Amortization of deferred loan fees                                          
|Gain on sale of real estate owned and foreclosed property                   
|Decrease (increase) in accrued interest receivable                          
|Decrease in other assets                                                    
|(Decrease) increase in accrued interest payable                             
|(Decrease) increase in accrued expenses and liabilities                     
|                                                                            
|Net cash provided by operating activities                                   
|                                                                            
|INVESTING ACTIVITIES:                                                       
|Principal payments received on mortgage-backed securities                   
|Maturities of investment securities held to maturity                        
|Purchase of investment securities held to maturity                          
|Loan originations, net of principal repayments                              
|Purchase of premises and equipment                                          
|Proceeds from the sale of real estate owned                                 
|                                                                            
|Net cash used in investing activities                                       
|                                                                            
|FINANCING ACTIVITIES:                                                       
|Net increase in deposits                                                    
|Net increase in Federal funds purchased                                     
|Proceeds from FHLB advances                                                 
|                                                                            
|Net cash (used in) provided by financing activities                         
|                                                                            
|Net decrease in cash and cash equivalents                                   
|Cash and cash equivalents at beginning of year                              
|                                                                            
|Cash and cash equivalents at end of quarter                                 
|                                                                            
|Supplemental disclosure of cash paid during the period for:                 
|Interest                                                                    
|                                                                            
|Supplemental disclosure of non-cash activities:                             
|Loans transferred to real estate owned                                      
|Sale of real estate owned financed by bank                                  
|                                                                            
|See accompanying notes to consolidated financial statements.                



FIRST GEORGIA HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(1) BASIS OF PRESENTATION

In the opinion of Management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the financial position of First Georgia Holding, Inc. as of December 31, 2001 and September 30, 2001. Also included are the results of its operations and changes in financial position for the three months ended December 31, 2001 and 2000. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year.

The consolidated financial statements include the accounts of the Company and the Bank. All significant intercompany balances and transactions have been eliminated in consolidation.

For further information, refer to the consolidated financial statements and footnotes thereto included in the Bank's Annual Report to Shareholders, incorporated by reference into the Company's Form 10-KSB for the year ended September 30, 2001.

(2) EARNINGS PER SHARE



|                                                                | Three Month Period Ended December 31,
|--------------------------------------------------------------- | -------------------------------------
|                                                                | 2001                                 
|Weighted average number of common shares outstanding - Basic    | 7,713,733                            
|                                                                |                                      
|Incremental shares from the assumed conversion of stock options | 19,578                               
|                                                                |                                      
|Total - Diluted                                                 | 7,733,311                            

The incremental shares from the assumed conversion of stock options were determined using the treasury stock method under which the assumed proceeds were equal to the amount that the Company would receive upon the exercise of the options plus the amount of tax benefit that would be credited to additional paid-in-capital assuming exercise of options. The assumed proceeds are used to purchase outstanding shares at the average market price during the period.

(3) ALLOWANCE FOR LOAN LOSSES

Changes in the allowance for loan losses are summarized as follows:

|                                | Three Months 
Ended December 31, 
2001 | Year Ended 
September 30, 
2001
|------------------------------- | -------------------------------------- | -------------------------------
|                                |                                        |                                
|Beginning Balance               | 2,414,477                              | 2,364,704                      
|Provision charged to operations | 30,000                                 | 435,000                        
|Charge-offs                     | (248,136)                              | (710,525)                      
|Recoveries                      | 44,885                                 | 325,298                        
|Balance, end of period          | 2,241,226                              | 2,414,477                      

(4) RECENT ACCOUNTING PRONOUNCEMENTS

In July of 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standard ("SFAS") No. 141 "Business Combinations" and SFAS No. 142 "Goodwill and Other Intangible Assets". SFAS No. 141 establishes accounting and reporting standards for business combinations. This Statement eliminates the use of the pooling-of-interests method of accounting for business combinations, requiring future business combinations to be accounted for using the purchase method of accounting. The provisions of this Statement apply to all business combinations initiated after June 30, 2001. This Statement also applies to all business combinations accounted for using the purchase method of accounting for which the date of acquisition is July 1, 2001 or later. It does not appear the Statement will have a material impact on the Company's consolidated financial position and consolidated results of operations.

SFAS No. 142 establishes accounting and reporting standards for goodwill and other intangible assets. With the adoption of this Statement, goodwill is no longer subject to amortization over its estimated useful life. Rather, goodwill will be subject to at least an annual assessment for impairment by applying a fair-value based test. SFAS No. 142 is required to be adopted for fiscal years beginning after December 15, 2001. The Company does not expect adoption of the Statement to have a material impact on the Company's consolidated financial position and consolidated results of operations.

In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations". SFAS No. 143 requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred and requires that the amount recorded as a liability be capitalized by increasing the carrying amount of the related long-lived assets. Subsequent to initial measurement, the liability is accreted to the ultimate amount anticipated to be paid, and is also adjusted for revisions to the timing or amount of estimated cash flows. The capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, an entity either settles the obligation for its recorded amount or incurs a gain or loss upon settlement. SFAS No. 143 is required to be adopted for fiscal years beginning after June 15, 2002, with earlier application encouraged. It does not appear the Statement will have a material impact on the Company's consolidated financial position and consolidated results of operations.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". This statement supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of". SFAS No. 144 retains the fundamental provisions of SFAS No. 121 for (a) recognition and measurement of the impairment of long-lived assets to be held and used and (b) measurement of long-lived assets to be disposed of by sale. SFAS No. 144 is effective for fiscal years beginning after December 15, 2001. The Company has not yet determined the impact, if any, the adoption of SFAS No. 144 will have on the Company's consolidated financial position and results of operations.

FIRST GEORGIA HOLDING, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the financial statements and related notes appearing elsewhere in this Form 10-QSB.

LIQUIDITY

First Georgia Bank (the "Bank") has traditionally maintained levels of liquidity above levels required by regulatory authorities. As a member of the Federal Home Loan Bank System, the Bank is required to maintain a daily average balance of cash and eligible liquidity investments equal to a monthly average of 5% of withdrawable savings and short-term borrowings. The Bank's liquidity level was 7.81% and 9.51% at December 31, 2001 and September 30, 2001, respectively.

The Bank's operational needs, demand for loan disbursements, and savings withdrawals can be met by loan principal and interest payments received, new deposits, and excess liquid assets. Significant loan demand, deposit withdrawal, increased delinquencies, and increased real estate acquired in settlement of loans (REO) could alter this condition. Management does not foresee any liquidity problems for 2002.

CAPITAL RESOURCES

The following is reconciliation at December 31, 2001 of the Bank's equity capital to regulatory capital, under generally accepted accounting principles:

|First Georgia Bank
Stockholder's Equity | $ 21,974,000
|--------------------------------------- | ------------
|Less:                                   |             
|Intangible assets                       | 478,000     
|Tangible Capital                        | 21,496,000  
|Plus:                                   |             
|Qualifying intangible assets            | 478,000     
|Core Capital                            | 21,974,000  
|Plus:                                   |             
|Supplemental Capital                    | 2,241,000   
|Less:                                   |             
|Deducted Capital                        | 400,000     
|Risk-Based Capital                      | $ 23,815,000

Current regulations require institutions to keep minimum regulatory tangible capital equal to 1.5% of adjusted assets, minimum core capital to adjusted assets of 4% (the leverage ratio), and risk-based capital to risk-adjusted assets of 8%. The Office of Thrift Supervision (the OTS) may increase the minimum core capital, or leverage ratio, based on its assessment of the institution's risk management systems and the level of total risk in the individual institution. At December 31, 2001, the Bank met all three capital requirements.

The Bank's regulatory capital and the required minimum amounts at December 31, 2001 are summarized as follows:

|                   |              |             | Required Minimum  |             |      
|------------------ | ------------ | ----------- | ----------------- | ----------- | -----
|                   | Bank Capital | Amount      | Excess (Defiency)
|Tangible Capital   | 8.94%        | $21,496,000 | 1.50%             | $3,606,000  | 7.44%
|                   |              |             |                   |             |      
|Core Capital       | 9.12%        | $21,974,000 | 4.00%             | $9,636,000  | 5.12%
|                   |              |             |                   |             |      
|Risk-Based Capital | 11.37%       | $23,815,000 | 8.00%             | $16,671,000 | 3.37%

The Federal Deposit Insurance Corporation Improvement Act (FDICIA) required the Federal banking agencies to take "prompt corrective action" in respect to institutions that do not meet minimum capital requirements. Along with the ratios described above, FDICIA also introduced an additional capital measurement, the Tier 1 risk-based capital ratio. The Tier 1 ratio is the ratio of Tier 1 or core capital to total risk-adjusted assets. FDICIA establishes five capital tiers: "well capitalized," "adequately capitalized," "undercapitalized," "significantly undercapitalized," and "critically undercapitalized." The regulators summarize their minimum requirements for the five capital tiers established by the FDICIA as follows:

|                               | Risk-Based 
Capital Ratio  | Tier I Risk-Based Capital Ratio | Tier I 
Leverage Ratio
|------------------------------ | -------------------------- | ------------------------------- | ----------------------
|Well Capitalized               | 10% or above               | 6% or above                     | 5% or above           
|Adequately Capitalized         | 8% or above                | 4% or above                     | 4% or above           
|Undercapitalized               | Less than 8%               | Less than 4%                    | Less than 4%          
|Significantly Undercapitalized | Less than 6%               | Less than 3%                    | Less than 3%          
|Critically Undercapitalized    | -------------------------- | ----------------------          | 2% or less            

An unsatisfactory examination rating may cause an institution's capitalization category to be lower than suggested by its actual capital position.

At December 31, 2001, the Bank's Tier 1 risk-based capital ratio was 10.49%. If a depository institution should fail to meet its regulatory capital requirements, regulatory agencies can require submission and funding of a capital restoration plan by the institution, place limits on its activities, require the raising of additional capital, and ultimately require the appointments of a conservator or receiver for the institution.

Total capital as well as tangible capital, core capital, and risk-based capital continued to increase during the quarter ended December 31, 2001. The mix of risk-based assets and additional earnings are the primary factors for this increase.

RESULTS OF OPERATIONS

INTEREST INCOME

Interest income on loans decreased $1,401,533, or 27.83%, for the three-month period ended December 31, 2001 as compared to the same period in 2000. This decrease is directly related to the decrease in average loans outstanding and an overall decrease in interest rates as compared to the same period last year. Interest on Federal funds sold decreased $61,451 for the quarter or 83.40% as compared to the same period in 2000. Increased loan demand and increased investment balances during the quarter, combined with a decrease in average deposit balances caused the Bank to borrow overnight Federal funds periodically during the quarter instead of selling on a regular basis as was the case in the previous quarter. The Bank continues to offer a variety of deposit products, such as free checking, which have been favorably accepted in the marketplace. Interest on investments increased $196,205 or 56.42% for the quarter as compared to the same period in 2000. The increase in interest income on investments is related to an approximate $9 million increase in investment balances as compared to December 31, 2000.

INTEREST EXPENSE

Interest on deposits decreased $483,944 or 18.94% for the quarter ended December 31, 2001 as compared to the same period in 2000. This decrease is primarily attributable to decreased interest rates paid on interest bearing deposits. The market in which the Bank operates remains conducive to deposit growth, and the Bank has positioned its deposit products to take full advantage of the area's deposit growth. Interest on FHLB advances and other borrowings decreased $4,623 or 5.52% for the quarter ended December 31, 2001 as compared to same period in 2000. The decrease is related to lower interest rates charged on FHLB advances as compared to the same period in the prior year.

NET INTEREST INCOME

Net interest income for the quarter ended December 31, 2001 decreased $789,298 or 27.89% when compared to the same period in 2000. This decrease is attributable to decreasing interest rates and an approximate $5,682,000 decrease in loan balances as compared to the prior year. During the quarter ended December 31, 2001 loan demand has increased with loans outstanding increasing approximately $7 million since September 30, 2001.

PROVISION FOR LOAN LOSSES

The provision for loan losses for the three-month period ended December 31, 2001 totaled $30,000. The loan loss provision decreased $180,000 or 85.71% for the quarter ended December 31, 2001 as compared to the same period in 2000. Due to decreased loan balances compared to December 31, 2000, management did not find it necessary to significantly increase the loan loss provision. Management believes the reserve is sufficient and continues to closely monitor the reserve balance. Net interest income after the provision for loan losses for the quarter ended December 31, 2001 decreased $609,298 or 23.25% from the same period in the prior year. The decrease is directly related to the decrease in loan interest income resulting from a decrease in interest rates and decreased loan volume.

OTHER INCOME

Other income for the quarter increased $111,305 or 15.65% from the same quarter in the previous year. Loan fees increased $25,490, or 20.21% as compared to the same period in 2000. The increase is attributable an approximate $30,000 increase in brokered mortgage fees offset by an approximate $3,000 decrease in late fees and mortgage fees. Deposit service charges increased $84,754 or 16.49% for the quarter ended December 31, 2001. The increase is related to increased fee income, such as service charges and insufficient funds fees. Other operating income increased $28,170 or 63.63% for the three-months ended December 31, 2001 as compared to the same period in the prior year. The increase is a result of an increase in ATM fees of approximately $26,000.

OTHER EXPENSES

Other expenses for the quarter ended December 31, 2001 decreased $24,621, or 1.06%, over the quarter ended December 31, 2000. Salaries and employee benefits increased $86,227, or 7.94% for the three-month period ending December 31, 2001 over the same period in the prior year. The increase in salary and employee benefits is attributable to annual salary increases and additional employees hired. Net occupancy expense decreased $118,545 or 21.05% in the quarter ended December 31, 2001 over the same period last year. This decrease is primarily attributable to an approximate $59,000 decrease in maintenance and repairs and an approximate $40,000 decrease in depreciation expense resulting from a decrease in premises and equipment. Other operating expenses decreased $7,767 or 1.22% for the three-month period ended December 31, 2001 as compared to the same period in 2000. This decrease results primarily from an approximate $25,000 decrease in advertising expense and an approximate $10,000 decrease in office supplies offset by a $25,000 increase in data processing expense. The increase in data processing expense is primarily attributable to costs associated with a change in the Bank's provider of ATM services.

The provision for income taxes decreased by $220,434 or 52.12% for the period ended December 31, 2001 as compared to the same period in 2000. The effective tax rate changed from a rate of 40% to an effective rate of 38%. This decrease is primarily related to a state tax credit the bank received. This amount may fluctuate on an annual basis.

FINANCIAL CONDITION

ASSETS

Cash and cash equivalents decreased $12,208,102 or 61.19%, over the three-month period ended December 31, 2001. With the decrease in transaction deposit accounts offset by increased loan demand, the Bank has maintained lower cash and cash equivalents balances. Included in cash equivalents is a decrease of $10,759,000 in Federal funds sold during the three-month period. Because loan volume has increased, the Bank has had less cash available and has not been able to sell federal funds on a nightly basis. Investment balances increased $1,592,632 or 6.14%, for the three months ended December 31, 2001. The Bank is investing more of its cash into interest earning assets. Premises and equipment decreased $96,225 or 1.71%. The decrease results primarily from $191,214 depreciation expense during the three-month period offset by $94,989 in purchases. Other assets decreased $1,139,988 or 57.39% during the three-month period ended December 31, 2001. The decrease is primarily related to a $633,029 decrease in other accounts receivable related to receipt of proceeds from the sale of REO property during the prior quarter; a $124,900 decrease in prepaid expenses resulting from decreased prepaid balances; and an approximate $201,000 decrease in the federal income tax receivable account resulting from the monthly accrual of federal income taxes payable. Real estate owned balances increased $125,750 or 13.54% over the three-month period. This increase is related to foreclosures on several pieces of real estate being held by the bank for resale. Accrued interest receivable decreased $36,051 or 1.71% as a result of decreasing interest rates.

Loans receivable increased $7,134,380 or 3.80% as of the three months ended December 31, 2001 over September 30, 2000. The allowance for loan losses decreased from $2,414,477 at September 30, 2001 to $2,241,226 at December 31, 2001. This decrease is a result of the charge-off of several loans for which a specific reserve had been established, offset by an additional provision of approximately $30,000 related to the increase in the loan portfolio during the three-month period ended December 31, 2001. The Bank's loan portfolio at December 31, 2001 and September 30, 2001 are summarized as follows:

|LOANS RECEIVABLE              
|------------------------------
|                              
|                              
|Real estate mortgage loans    
|Real estate construction loans
|Consumer loans                
|Commercial and other loans    
|                              
|Less:                         
|Deferred loan fees            
|Unearned interest income      
|Allowance for loan losses     
|                              

ALLOWANCE FOR LOAN LOSSES

Management conducts an extensive review of the provision for loan losses on a monthly basis. Additions to the allowance for loan losses are charged to operations based upon management's evaluation of the probable losses in its loan portfolio. This evaluation considers the estimated value of the underlying collateral and such other factors as, in management's judgement, deserve recognition under existing economic conditions. While management uses the best information available to make evaluations, future adjustments to the allowance may be necessary if conditions differ substantially from the assumptions used in making the evaluations. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Bank's allowances for losses on loan and real estate owned. Such agencies may require the Bank to recognize additions to the allowances based on their judgements of information available to them at the time of their examination.

A loan is considered impaired when it is probable that the company will be unable to collect all amounts due according to the contractual terms of the loan agreement. The Bank's impaired loans include non-accrual loans, troubled debt restructurings, and large loans more than 90 days delinquent in which full payment of principal and interest is not expected. Cash receipts on impaired loans are used to reduce principal balances. Impairment losses are included in the allowance for loan losses through a charge to the provision for loan losses. Impairment losses are measured by the present value of expected future cash flows discounted at the loan's effective interest rate, or at either the loan's observable market price or the fair value of the collateral. Adjustment to impairment losses due to changes in the fair market value of an impaired loan's underlying collateral are included in the provision for losses. Upon disposition of an impaired loan, any related valuation allowance is reversed through a charge-off to the allowance for loan losses.

Large groups of smaller homogenous loans (consumer loans) are collectively evaluated for impairment. Commercial loans and larger balance real estate and other loans are individually evaluated for impairment.

The following tables illustrate the Bank's allowance for loan losses and its problem loans.

|ANALYSIS OF NON-ACCRUING AND PAST DUE LOANS                   
|--------------------------------------------------------------
|                                                              
|                                                              
|Non-accruing Loans                                            
|Construction                                                  
|First Mortgage                                                
|Second Mortgage                                               
|Consumer                                                      
|Total non-accruing loans                                      
|                                                              
|Past Due Loans                                                
|Real Estate                                                   
|Construction                                                  
|Mortgage                                                      
|Consumer                                                      
|Total past due loans                                          
|                                                              
|Total non-accruing and past due loans                         
|                                                              
|Percentage of total loans                                     
|                                                              
|Real estate acquired through foreclosure                      
|                                                              
|Total non-accruing, past due loans, 
and non-performing assets

(1) Non-Accruing loans are loans for which unpaid interest is not recognized into income.

(2) Past due loans are 90 days or more delinquent for which interest is still accruing.

|ANALYSIS OF ALLOWANCE FOR LOAN LOSSES                 
|------------------------------------------------------
|                                                      
|                                                      
|Beginning balance                                     
|Loans charged-off:                                    
|Real estate construction                              
|Real estate mortgage                                  
|Consumer and other                                    
|Total charge-offs                                     
|                                                      
|Recoveries:                                           
|Real estate construction                              
|Real estate mortgage                                  
|Consumer and other                                    
|Total recoveries                                      
|                                                      
|Net charge-offs                                       
|                                                      
|Provision charged to operations                       
|                                                      
|Balance at end of period                              
|                                                      
|Ratio of net charge-offs to 
average loans outstanding

LIABILITIES

Deposits have decreased $7,907,647, or 3.61%, for the three-month period ended December 31, 2001. This decrease is primarily the result of a decrease in certificate of deposit accounts. First Georgia has continued to be successful in its efforts to obtain new deposit business. However, due to a declining economy and falling interest rates the Bank has lowered the interest rates paid on CD's. Accrued expenses and other liabilities decreased $282,948 or 56.71% for the three months ended December 31, 2001. This decrease is attributable to an approximate $137,000 decrease in the accrued expense account, an approximate $6,000 decrease in interest withheld, and an approximate $92,000 decrease in other accounts payable. The decrease in accrued expenses is primarily attributable to the payment of annual bonuses to employees during the quarter ended December 31, 2001. The decrease in the other accounts payable account is attributable to the payments of approximately $65,000 for new cubicles and furniture in the loan and operations department and approximately $70,000 for new computer hardware purchased and in place during the prior year. These payments were offset by an approximate $11,000 increase in the accrual for payment of interest on advances payable quarterly and an increase of approximately $25,000 in the accounts payable accrual.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8K

A.    Exhibits.

B.    Reports on Form 8-K

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.

Date:     01/30/02

By:   ss/G. Fred Coolidge III