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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.
20549

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FORM 10-KSB

ANNUAL REPORT UNDER SECTION 13 OR
15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2002

Commission file number 000-23465

|CODDLE CREEK FINANCIAL CORP.                                     
|-----------------------------------------------------------------
|                                                                 
|(Name of Small Business Issuer in Its Charter)                   
|                                                                 
|North Carolina                                                   
|                                                                 
|(State or other jurisdiction of incorporation or organization)   
|                                                                 
|347 North Main Street Mooresville, North Carolina                
|                                                                 
|(Address of principal executive offices)                         
|                                                                 
|(704) 664-4888                                                   
|                                                                 
|(Issuers Telephone Number)                                      
|                                                                 
|Securities Registered Pursuant to Section 12(b) of the Act:  None
|                                                                 
|Securities Registered Pursuant to Section 12(g) of the Act:      
|                                                                 
|Common Stock, no par value                                       
|                                                                 
|(Title of class)                                                 

Check whether the issuer (1) 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.

|Yes x | No o
|----- | ----

Check if there is no disclosure of delinquent
filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-KSB or any amendment to this Form 10-KSB. o

State issuers revenues for
its most recent fiscal year.          $9,538,000

State the aggregate market value of the voting and non-voting common equity stock held by
non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked prices of such common equity, as of a specified date within 60 days.  $14,184,279 common stock, no par value, based on the
closing price of such common stock on February 28, 2003 equal to $28.50.

State the number of shares outstanding of each of the issuers classes of common equity, as of the latest
practicable date.699,156 shares of common stock, no par value, outstanding at February 28, 2003.

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DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Report of Coddle Creek Financial Corp.
for the year ended December 31, 2002 (the 2002 Annual Report), are incorporated by reference into Part I, Part II, and Part III.

Portions of the Proxy Statement for the 2003 Annual
Meeting of Shareholders of Coddle Creek Financial Corp. to be held on April 24, 2003, are incorporated by reference into Part III.

Portions of the Registration Statement of Coddle Creek Financial
Corp. On Form S-1, Registration No. 333-35497, dated September 12, 1997, as amended on November 5 and 10, 1997, are incorporated by reference into Part III.

This Form 10-KSB contains certain
forward-looking statements with respect to the financial condition, results of operations and business of the Company.  These forward-looking statements involve risks and uncertainties and are based on the beliefs and assumptions of management
of the Company and on the information available to management at the time that these disclosures were prepared. These statements might be identified by the use of words like expect, anticipate, estimate and
believe, variations of these words and other similar expressions.  Readers should not place undue reliance on forward-looking statements as they reflect managements view only on the date of this report, and a number of
important factors could cause actual results to differ materially from those in the forward-looking statements.  Factors that could cause actual results to differ materially include, but are not limited to, (1) competition in the Banks
markets, (2) changes in the interest rate environment, (3) general national, regional or local economic conditions which may be less favorable than expected, resulting in, among other things, a deterioration in credit quality and the possible
impairment of collectibility of loans, (4) legislative or regulatory changes, including changes in accounting standards, (5) significant changes in the federal and state legal and regulatory environment and tax laws, (6) the impact of changes in
monetory and fiscal policies, laws, rules and regulations and (7) other risks and factors identified in the Companys other filings with the Securities and Exchange Commission.  The Company undertakes no obligation to update any
forward-looking statements.

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PART I

|ITEM 1. | BUSINESS
|------- | --------

General

Prior to December 30, 1997, Mooresville Savings Bank, Inc., S.S.B. (the Bank) operated as a mutual North Carolina-chartered
savings bank.  On December 30, 1997, the Bank converted from a North Carolina-chartered mutual savings bank to a North Carolina-chartered stock savings bank (the Conversion).  In connection with the Conversion, all of the
issued and outstanding capital stock of the Bank was acquired by Coddle Creek Financial Corp., a North Carolina corporation (the Company), which was formed in 1997 to become the holding company of the Bank.  At that time, the
Company had an initial public offering of its common stock, no par value (the Common Stock).

The Company is a bank holding company registered with the Board of Governors of the Federal Reserve System (the Federal
Reserve) under the Bank Holding Company Act of 1956, as amended (the BHCA) and the savings bank holding company laws of North Carolina.  The Companys executive office is located at 347 North Main Street, Mooresville,
North Carolina.

The Companys activities consist of investing capital which originated as the
remaining proceeds of its initial public offering retained at the holding company level, holding the indebtedness outstanding from the Mooresville Savings Bank, Inc., SSB Employee Stock Ownership Plan (the ESOP), and owning the
Bank.  Accordingly, the discussion of the business which follows in the Form 10-KSB primarily concerns the business conducted by the Bank, unless otherwise indicated.  The Company has no subsidiaries other than the Bank, and the Bank has
no subsidiaries.

The Companys principal sources of income are earnings on its investments and
interest payments received from the ESOP with respect to the ESOP loan.  In addition, the Company will receive any dividends which are declared and paid by the Bank on its capital stock.  Subsequent to the Conversion, the Company has paid
two special dividends to its shareholders, a portion or all of which qualified as a return of capital.  The amounts of these dividends were $17.18 and $20.00, which were paid on September 8, 1999 and January 24, 2001, respectively.  The
major expenses of the Company included interest expense related to the Companys short term indebtedness.  The proceeds of such indebtedness funded the 2001 return of capital distributions to shareholders, and the balance of such
indebtedness was paid in January, 2002.

At December 31, 2002, the Company and the Bank had consolidated
total assets of $139 million, net loans of $110.8 million, deposits of $113.6 million, and stockholders equity of $21.8 million.

The Bank was originally chartered in 1937.  It has been a member of the Federal Home Loan Bank (FHLB) system, and its
deposits have been federally insured since 1947.  The Banks deposits are insured by the Savings Association Insurance Fund (the SAIF) of the Federal Deposit Insurance Corporation (the FDIC) to the maximum amount
permitted by law.  The Bank conducts business through three (3) full service offices in Mooresville, Cornelius and Huntersville, North Carolina.

The Bank is engaged primarily in the business of attracting retail deposits from the general public and using such deposits to make
mortgage loans secured by real estate.  The Bank primarily makes one-to-four family residential real estate loans.  It also makes loans secured by multi-family residential and commercial property, construction loans and equity line of
credit loans.  The Bank also makes loans which are not secured by real property, such as loans secured by pledged deposit accounts and various types of secured and unsecured consumer loans.  The Banks primary source of revenue is
interest income from its lending activities.  The Banks other major sources of revenue are interest and dividend income from investments, interest income from its interest-earning deposit balances in other depository institutions, and
transactions and fee income from its lending and deposit activities.  The major expenses of the Bank are interest on deposits and general and administrative expenses such as employee compensation and benefits, federal deposit insurance
premiums, data processing expenses and office occupancy expenses.

3



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The operations of the Bank and depository institutions in general are significantly
influenced by general economic conditions and by related monetary and fiscal policies of depository institution regulatory agencies, including the Federal Reserve, the FDIC and the North Carolina Commissioner of Banks, North Carolina Department of
Commerce (the Commissioner).  Currently, the North Carolina Commissioner of Banks is acting as the Commissioner.  Deposit flows and cost of funds are influenced by interest rates on competing investments and general market
rates of interest.  Lending activities are affected by the demand for financing of real estate and other types of loans, which in turn are affected by the interest rates at which such financing may be offered and other factors affecting local
demand and availability of funds.

At December 31, 2002, the Company and the Bank had a total of 31
employees, 29 of which were full-time employees and 2 of which were part-time employees.

Competition

The Banks primary market area consists of the communities in an approximately fifteen (15) mile radius around its headquarters
office in Mooresville, North Carolina.  Mooresville is located thirty (30) miles north of Charlotte, North Carolina, and the Banks primary market area is and will continue to be significantly affected by its close proximity to this major
metropolitan area.

The Bank has operated in the Mooresville community for more than 65 years and is the
only financial institution headquartered in Mooresville.  However, the Bank faces strong competition both in attracting deposits and making real estate and other loans.  Its most direct competition for deposits has historically come from
other savings institutions, credit unions, brokerage firms and commercial banks located in its primary market area, including large financial institutions which have greater financial and marketing resources available to them.  Bank of America
and Wachovia, two national money center commercial banks, are currently headquartered in Charlotte, North Carolina.  As of December 31, 2002, there were 9, 10, and 8 depository institutions with a total of 18, 13 and 11 offices in Mooresville,
Cornelius and Huntersville, North Carolina, respectively.  The Bank is also aware of at least one additional depository institution which plans to open an office in the Banks market area.  Based upon June 30, 2002 comparative data,
the Bank had 19.1% and 6.7% of the deposits in Mooresville and Iredell County, respectively.  As a result of this intense competition, the Banks branch offices, excluding the Mooresville office, have lower levels of deposits than the
industry average.

The Bank has also faced additional significant competition for investors 
funds from short-term money market securities and other corporate and government securities.  While the Banks market share of deposits has decreased in recent years, its deposit base has grown, but at a slower pace than recent
years.  The Banks management believes that this growth in deposits is principally reflective of the economic growth in the Banks market area.  The ability of the Bank to attract and retain savings deposits depends on its
ability to generally provide a rate of return, liquidity and risk comparable to that offered by competing investment opportunities.

The Bank also experiences strong competition for real estate loans from other savings institutions, commercial banks, and mortgage
banking companies.  The Bank competes for loans primarily through the interest rates and loan fees it charges, the efficiency and quality of services it provides borrowers, and its more flexible underwriting standards.  Competition may
increase as a result of the continuing reduction of restrictions on the interstate operations of financial institutions.

Supervision and Regulation

Bank holding companies and state savings banks are extensively regulated under both federal and state law.  The following is a
brief summary of certain statutes and rules and regulations that affect or will affect the Company, the Bank and any subsidiaries.  This summary is qualified in its entirety by reference to the particular statute and regulatory provisions
referred to below and is not intended to be an exhaustive description of the statutes or regulations applicable to the business of the Company and the Bank.  Supervision, regulation and examination of the Company and the Bank by the regulatory
agencies are intended primarily for the protection of depositors rather than shareholders of the Company.  Statutes and regulations which contain wide-ranging proposals for altering the structures, regulations and competitive
relationship of financial institutions are introduced regularly.  The Company cannot predict whether

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or in what form any proposed statute or regulation will be adopted or the extent to which the business of the Company and the Bank may be affected by such statute or
regulation.

General.  There are a number of obligations and restrictions imposed on bank
holding companies and their depository institution subsidiaries by law and regulatory policy that are designed to minimize potential loss to the depositors of such depository institutions and the FDIC insurance funds in the event the depository
institution becomes in danger of default or in default.  For example, to avoid receivership of an insured depository institution subsidiary, a bank holding company is required to guarantee the compliance of any insured depository institution
subsidiary that may become undercapitalized with the terms of any capital restoration plan filed by such subsidiary with its appropriate federal banking agency up to the lesser of (i) an amount equal to 5% of the banks total assets
at the time the bank became undercapitalized or (ii) the amount which is necessary (or would have been necessary) to bring the bank into compliance with all acceptable capital standards as of the time the bank fails to comply with such capital
restoration plan.  The Company, as a registered bank holding company, is subject to the policy on the Federal Reserve.  Under a policy of the Federal Reserve with respect to bank holding company operations, a bank holding company is
required to serve as a source of financial strength to its subsidiary depository institutions and to commit resources to support such institutions in circumstances where it might not do so absent such policy.  The Federal Reserve under the BHCA
also has the authority to require a bank holding company to terminate any activity or to relinquish control of a nonbank subsidiary (other than a nonbank subsidiary of a bank) upon the Federal Reserves determination that such activity or
control constitutes a serious risk to the financial soundness and stability of any bank subsidiary of the bank holding company.

In addition, insured depository institutions under common control are required to reimburse the FDIC for any loss suffered by either the
SAIF or the Bank Insurance Fund (BIF) as a result of the default of a commonly controlled insured depository institution or for any assistance provided by the FDIC to a commonly controlled insured depository institution in danger of
default.  The FDIC may decline to enforce the cross-guarantee provisions if it determines that a waiver is in the best interest of the SAIF or the BIF or both.  The FDICs claim for damages is superior to claims of stockholders of the
insured depository institution or its holding company but is subordinate to claims of depositors, secured creditors and holders of subordinated debt (other than affiliates) of the commonly controlled insured depository institutions.

As a result of the Companys ownership of the Bank, the Company is registered under the savings bank holding
company laws of North Carolina.  Accordingly, the Company is also subject to regulation and supervision by the Commissioner.

Capital Adequacy Guidelines for Holding Companies.  The Federal Reserve has adopted capital adequacy guidelines for bank
holding companies and banks that are members of the Federal Reserve system and have consolidated assets of $150 million or more.  Bank holding companies subject to the Federal Reserves capital adequacy guidelines are required to comply
with the Federal Reserves risk-based capital guidelines. Under these regulations, the minimum ratio of total capital to risk-weighted assets is 8%.  At least half of the total capital is required to be Tier I capital,
principally consisting of common stockholders equity, noncumulative perpetual preferred stock, and a limited amount of cumulative perpetual preferred stock, less certain goodwill items.  The remainder (Tier II capital) may
consist of a limited amount of subordinated debt, certain hybrid capital instruments and other debt securities, perpetual preferred stock, and a limited amount of the general loan loss allowance.  In addition to the risk-based capital
guidelines, the Federal Reserve has adopted a minimum Tier I capital (leverage) ratio, under which a bank holding company must maintain a minimum level of Tier I capital to average total consolidated assets of at least 3% in the case of a bank
holding company which has the highest regulatory examination rating and is not contemplating significant growth or expansion.  All other bank holding companies are expected to maintain a Tier I capital (leverage) ratio of at least 1% to 2%
above the stated minimum.

Dividend and Repurchase Limitations.  The Company must obtain
Federal Reserve approval prior to repurchasing Common Stock for in excess of 10% of its net worth during any twelve-month period unless the Company (i) both before and after the redemption satisfies capital requirements for well
capitalized state member banks; (ii) received a one or two rating in its last examination; and (iii) is not the subject of any unresolved supervisory issues.

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Although the payment of dividends and repurchase of stock by the Company are subject
to certain requirements and limitations of North Carolina corporate law, except as set forth in this discussion, neither the Commissioner nor the FDIC have promulgated any regulations specifically limiting the right of the Company to pay dividends
and repurchase shares.  However, the ability of the Company to pay dividends or repurchase shares may be dependent upon the Companys receipt of dividends from the Bank.

A North Carolina-chartered stock savings bank may not declare or pay a cash dividend on, or repurchase any of, its capital stock if the
effect of such transaction would be to reduce the net worth of the institution to an amount which is less than the minimum amount required by applicable federal and state regulations.  Also, an insured depository institution, such as the Bank,
is prohibited from making capital distributions, including the payment of dividends, if, after making such distributions, the institution would become undercapitalized (as such term is defined in the applicable law and
regulations).

In addition, the Bank is not permitted to declare or pay a cash dividend on or repurchase
any of its capital stock if the effect thereof would be to cause its net worth to be reduced below the amount required for the liquidation account established in connection with the Banks conversion from mutual to stock ownership.  Under
FDIC regulations, stock repurchases may be made by the savings bank only upon receipt of FDIC approval.

Deposit Insurance Assessments. The Bank is subject to insurance assessments imposed by the FDIC.  Under current law, the
insurance assessment to be paid by the SAIF members such as the Bank shall be as specified in a schedule required to be issued by the FDIC. All FDIC deposits for deposit insurance have an effective rate ranging from 0 to 27 basis points per $100 of
insured deposits, depending on the institutions capital position and other supervisory factors.

Federal Home Loan Bank System.  The FHLB system provides a central credit facility for member institutions.  As a
member of the FHLB of Atlanta, the Bank is required to own capital stock in the FHLB of Atlanta in an amount at least equal to the greater of 1% of the aggregate principal amount of its unpaid residential mortgage loans, home purchase contracts and
similar obligations at the end of each calendar year, or 5% of its outstanding advances (borrowings) from the FHLB of Atlanta.  On December 31, 2002, the Bank was in compliance with this requirement.

Community Reinvestment. Under the Community Reinvestment Act (CRA) as implemented by regulations of
the FDIC, an insured institution has a continuing and affirmative obligation consistent with its safe and sound operation to help meet the credit needs of its entire community, including low and moderate income neighborhoods. The CRA does not
establish specific lending requirements or programs for financial institutions, nor does it limit an institutions discretion to develop, consistent with the CRA, the types of products and services that it believes are best suited to its
particular community. The CRA requires the federal banking regulators, in connection with their examinations of insured institutions, to assess the institutions records of meeting the credit needs of their communities, using the ratings
of  outstanding, satisfactory, needs to improve, or substantial noncompliance, and to take that record into account in its evaluation of certain applications by those institutions. All
institutions are required to make public disclosure of their CRA performance ratings. The Bank received a satisfactory rating in its last CRA examination, which was conducted during December, 2001.

Prompt Corrective Action.The FDIC has broad powers to take corrective action to resolve the problems of insured depository
institutions.  The extent of these powers will depend upon whether the institutions in question are well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, or
critically undercapitalized.  Under the regulations, an institution is considered well capitalized if it has (i) a total risk-based capital ratio of 10% or greater, (ii) a Tier I risk-based capital ratio of 6% or
greater, (iii) a leverage ratio of 5% or greater and (iv) is not subject to any order or written directive to meet and maintain a specific capital level for any capital measure.  An adequately capitalized institution is defined as
one that has (i) a total risk-based capital ratio of 8% or greater, (ii) a Tier I risk-based capital ratio of 4% or greater and (iii) a leverage ratio of 4% or greater (or 3% or greater in the case of an institution with the highest examination
rating).  An institution is considered (A) undercapitalized if it has (i) a total risk-based capital ratio of less than 8%, (ii) a Tier I risk-based capital ratio of less than 4% or (iii) a leverage ratio of less than 4% (or 3% in
the case of an institution with the highest examination rating); (B) significantly undercapitalized if the institution has (i) a total risk-based capital ratio of less than 6%, or (ii) a Tier I risk-based capital

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ratio of less than 3% or (iii) a leverage ratio of less than 3% and (C) critically undercapitalized if the institution has a ratio of tangible equity to total
assets equal to or less than 2%.

Transactions with Affiliates.Under current federal law,
depository institutions are subject to the restrictions contained in Section 22(h) of the Federal Reserve Act with respect to loans to directors, executive officers and principal shareholders.  Under Section 22(h), loans to directors, executive
officers and shareholders who own more than 10% of a depository institution (18% in the case of institutions located in an area with less than 30,000 in population), and certain affiliated entities of any of the foregoing, may not exceed, together
with all other outstanding loans to such person and affiliated entities, the institutions loans-to-one-borrower limit (as discussed below).  Section 22(h) also prohibits loans above amounts prescribed by the appropriate federal banking
agency to directors, executive officers and shareholders who own more than 10% of an institution, and their respective affiliates, unless such loans are approved in advance by a majority of the board of directors of the institution.  Any
interested director may not participate in the voting.  The FDIC has prescribed the loan amount (which includes all other outstanding loans to such person), as to which such prior board of director approval is required, as being the
greater of $25,000 or 5% of capital and surplus (up to $500,000).  Further, pursuant to Section 22(h), the Federal Reserve requires that loans to directors, executive officers, and principal shareholders be made on terms substantially the same
as offered in comparable transactions with non-executive employees of the Bank.  The FDIC has imposed additional limits on the amount a bank can loan to an executive officer.

Loans to One Borrower.The Bank is subject to the Commissioners loans to one borrower limits which are substantially
the same as those applicable to national banks.  Under these limits, no loans and extensions of credit to any borrower outstanding at one time and not fully secured by readily marketable collateral shall exceed 15% of the net worth of the
Bank.  Loans and extensions of credit fully secured by readily marketable collateral may comprise an additional 10% of the Banks net worth.  Loans to any one borrower which are unsecured may not exceed 5% of the Banks net
worth.

Gramm-Leach-Bliley Act.Federal legislation adopted by Congress during 1999, the
Gramm-Leach-Bliley Act (the GLB Act), has dramatically changed various federal laws governing the banking, securities, and insurance industries.  The GLB Act has expanded opportunities for banks and bank holding companies to provide
services and engage in other revenue-generating activities that previously were prohibited to them.

In
general, the GLB Act (i) expands opportunities to affiliate with securities firms and insurance companies; (ii) overrides certain state laws that would prohibit certain banking and insurance affiliations; (iii) expands the activities in which banks
and bank holding companies may participate; (iv) requires that banks and bank holding companies engage in some activities only through affiliates owned or managed in accordance with certain requirements; (v) reorganizes responsibility among various
federal regulators for oversight of certain securities activities conducted by banks and bank holding companies; and (vi) requires banks to adopt and implement policies and procedures for the protection of the financial privacy of their customers,
including procedures that allow customers to elect that certain financial information not to be disclosed to certain persons.

The GLB Act has expanded opportunities for the Bank to provide other services and obtain revenues in the future but, at present, it has
not had a significant effect on our respective operations as they are presently conducted.  However, this expanded authority also may present us with new challenges as we compete with larger financial institutions that expand their services and
products into the same areas that are now feasible for smaller, community-oriented financial institutions.  The economic effects of the GLB Act on the banking industry, and on competitive conditions in the financial services industry generally,
may be profound.

USA Patriot Act.   In response to the events of September 11, 2001,
President George W. Bush signed into law the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, or the USA PATRIOT Act, on October 26, 2001. The USA PATRIOT Act gives the
federal government new powers to address terrorist threats through many means, including broadened anti-money laundering requirements.  For example, by way of amendments to the Bank Secrecy Act, Title III of the USA PATRIOT Act encourages
information sharing among banks, bank regulatory agencies, and law enforcement bodies to prevent money laundering.  Additionally, Title III of the USA PATRIOT ACT imposes several affirmative obligations on a broad range of financial

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institutions, including banks, thrifts, brokers, dealers, credit unions, money transfer agents, and parties registered under the Commodity Exchange Act.

Pursuant to Section 352 of the USA PATRIOT Act, all financial institutions must establish anti-money
laundering programs that include, at a minimum: (i) internal policies, procedures, and controls, (ii) specific designation of an anti-money laundering compliance officer, (iii) ongoing employee training programs, and (iv) an independent audit
function to test the anti-money laundering program. Also, Section 326 of the Act requires certain minimum standards with respect to customer identification and verification.  Section 312 of the Act requires financial institutions that
establish, maintain, administer, or manage private banking accounts or correspondent accounts in the United States for non-United States persons or their representatives (including foreign individuals visiting the United States) to establish
appropriate, specific, and, where necessary, enhanced due diligence policies, procedures, and controls designed to detect and report money laundering.  Furthermore, effective December 25, 2001, financial institutions were prohibited from
establishing, maintaining, administering or managing correspondent accounts for foreign shell banks (foreign banks that do not have a physical presence in any country), and are subject to certain recordkeeping obligations with respect to
correspondent accounts of foreign banks.

Bank regulators are directed to consider a companys
effectiveness in combating money laundering when ruling on Federal Reserve Act and Bank Merger Act applications.

Sarbanes-Oxley Act of 2002.  On July 30, 2002, the Sarbanes-Oxley Act of 2002 was signed into law and became some of the
most sweeping federal legislation addressing accounting, corporate governance and disclosure issues.  The impact of the Sarbanes-Oxley Act is wide-ranging as it applies to all public companies and imposes significant new requirements for public
company governance and disclosure requirements.  Some of the provisions of the Sarbanes-Oxley Act became effective immediately while others will be implemented over the coming months.

In general, the Sarbanes-Oxley Act mandates important new corporate governance and financial reporting requirements intended to enhance
the accuracy and transparency of public companies reported financial results.  It establishes new responsibilities for corporate chief executive officers, chief financial officers and audit committees in the financial reporting process
and creates a new regulatory body to oversee auditors of public companies.  It backs these requirements with new SEC enforcement tools, increases criminal penalties for federal mail, wire and securities fraud, and creates new criminal penalties
for document and record destruction in connection with federal investigations.  It also increases the opportunity for more private litigation by lengthening the statute of limitations for securities fraud claims and providing new federal
corporate whistle blower protection.

The full impact of the Sarbanes-Oxley Act cannot be fully measured
until the SEC acts to implement the numerous provisions for which Congress has delegated implementation authority.  The economic and operational effects of this new legislation on public companies, including the Bank, will be significant in
terms of the time, resources and costs associated with complying with the new law.  Because the Sarbanes-Oxley Act, for the most part, applies equally to larger and smaller public companies, the Bank will be presented with additional challenges
as a smaller, community-oriented financial institution seeking to compete with larger financial institutions in its market.

Other. Additional regulations require annual examinations of all insured depository institutions by the appropriate federal
banking agency, with some exceptions for small, well-capitalized institutions and state chartered institutions examined by state regulators, and establish operational and managerial, asset quality, earnings and stock valuation standards for insured
depository institutions, as well as compensation standards where such compensation would endanger the insured depository institution or would constitute an unsafe practice.

The Bank is subject to examination by the FDIC and the Commissioner.  In addition, the Bank is subject to various other state and
federal laws and regulations, including state usury laws, laws relating to fiduciaries, consumer credit and equal credit, fair credit reporting laws and laws relating to branch banking.  The Bank, as an insured North Carolina chartered stock
savings bank, is prohibited from engaging as a principal in activities that are not permitted for national banks, unless (i) the FDIC determines that the activity would pose no significant risk to the appropriate deposit insurance fund and (ii) the
Bank is, and continues to be, in compliance with all applicable capital standards.

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The Bank is subject to the liquidity requirements established by the
Commissioner.  North Carolina law requires savings banks to maintain cash and readily marketable investments of not less that 10% of the savings banks total assets. In addition, the Bank is required to maintain a net worth of 5% or more
of its total assets.

Statutes and regulations which contain wide-ranging proposals for altering the
structures, regulations and competitive relationships of financial institutions are introduced regularly.  Neither the Company nor the Bank can predict whether or in what form any proposed statute or regulation will be adopted or the extent to
which the business of the Company and the Bank may be affected by such statute or regulation.

In short,
the FDIC and the Commissioner have broad powers to enforce laws and regulations applicable to the Company and the Bank.  These powers include the ability to assess civil money penalties, to issue cease and desist or removal orders and to
initiate injunctive actions.  In general, these enforcement actions may be initiated in response to violation of laws and regulations and the conduct of unsafe and unsound practices.

|ITEM 2. | DESCRIPTION OF PROPERTY
|------- | -----------------------

Location of Properties.

The following table sets forth the location of the Banks principal office in Mooresville, North Carolina and its full service
branch offices in Cornelius and Huntersville, North Carolina.  All of the properties listed are owned by the Bank.

| | Address                           
| | ----------------------------------
| |                                   
| | Mooresville:                      
| | 347 North Main Street             
| | Mooresville, North Carolina 28115 
| | (Corporate office)                
| |                                   
| | Cornelius:                        
| | 20209 Highway 73 West             
| | Cornelius, North Carolina 28031   
| |                                   
| | Huntersville:                     
| | 401 Gilead Road                   
| | Huntersville, North Carolina 28078

In addition, the Bank owns a 1.24 acre lot located at Highway 150
West, 239 West Plaza Drive, Mooresville, North Carolina, purchased in 1988 for future expansion purposes.  All properties are considered by the Companys management to be in good condition, suitable to their current use, and adequately
covered by insurance.  See also Note 4 to the Notes To Consolidated Financial Statements to the 2002 Annual Report.

Investment Policies.

As a state chartered savings bank, the Bank originates mortgages with respect to loans made by the Bank, primarily with respect to
single family dwellings.  The Bank engages in these activities primarily for income and not for capital gain.

|ITEM 3. | LEGAL PROCEEDINGS
|------- | -----------------

In the opinion of management, neither the Company nor the Bank is involved in any pending legal proceedings other than routine,
non-material proceedings occurring in the ordinary course of business.

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

No matter was submitted to a vote of the Companys stockholders during the quarter ended December 31, 2002.

PART II

|ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
|------- | ---------------------------------------------------------------------

See the information under the section captioned Common Stock Information on page 59 in the Companys 2002 Annual
Report, which section is incorporated herein by reference.  See Item 1.  BUSINESS Supervision and Regulation -- Dividend and Repurchase Limitations above and Note 8 to the Notes to financial statements as the
Companys 2002 Annual Report which is incorporated herein by reference for regulatory restrictions which limit the ability of the Company to pay dividends to its shareholders and the Bank to pay dividends to the Company.  Some of the
information required by this Item is also set forth in the Section entitled Proposal 1   Election of Directors   Executive Compensation  Equity Compensation Plan Information on page 11 of the Proxy Statement
of the 2003 Annual Meeting of Stockholders (the Proxy Statement), which section is incorporated herein by reference and further referenced in Item 9 below.

|ITEM 6. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
|------- | ------------------------------------------------------------------------------------

See the information set forth under Item 1 above and the information set forth under the section captioned Risk Factors and
Managements Discussion and Analysis of Financial Condition and Operating Results on pages 4 through 19 in the Companys 2002 Annual Report, which section is incorporated herein by reference.  Refer to discussion of
forward looking statements on page 2 of this Form 10-KSB.

|ITEM 7. | FINANCIAL STATEMENTS
|------- | --------------------

The consolidated financial statements of the Company and supplementary data set forth on pages 22 through 56 of the Companys 2002
Annual Report are incorporated herein by reference.

|ITEM 8. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|------- | ------------------------------------------------------------------------------------

Not applicable.

PART III

|ITEM 9. | DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
|------- | -----------------------------------------------------------------------------------------------------

The information required by this Item regarding directors and executive officers of the Company is set forth under the sections
captioned Proposal 1 - Election of Directors - Nominees on pages 6 and 7 of the Proxy Statement of the 2003 Annual Meeting of Stockholders (the Proxy Statement) and Proposal 1 - Election of Directors - Executive
Officers on pages 10 and 11 of the Proxy Statement, which sections are incorporated herein by reference.

The information required by this Item regarding compliance with Section 16(a) of the Securities Exchange Act of 1934 is set forth under
the section captioned Section 16(a) Beneficial Ownership Reporting Compliance set forth on page 6 of the Proxy Statement, which is incorporated herein by reference.

10



---

|ITEM 10. | EXECUTIVE COMPENSATION
|-------- | ----------------------

The information required by this Item is set forth under the sections captioned Proposal 1 - Election of Directors -
Directors Compensation on pages 9 and 10 and  - Executive Compensation on pages 11 through 19 of the Proxy Statement, which sections are incorporated herein by reference.

|ITEM 11. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS
|-------- | -----------------------------------------------------------------------------------------------

Some of the information required by this Item is incorporated by reference from the section captioned Security Ownership of
Certain Beneficial Owners on pages 3 through 6 of the Proxy Statement.  The remainder of the information required by this Item is incorporated by reference from the Section entitled Proposal 1 - Election of Directors 
Executive Compensation  Equity Compensation Plan Information on page 17 of the Proxy Statement; which is incorporated by reference.

|ITEM 12. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
|-------- | ----------------------------------------------

See the section captioned Proposal 1 - Election of Directors - Certain Indebtedness and Transactions of Management on page
19 of the Proxy Statement, which section is incorporated herein by reference.  Also, see Note ___ to the Notes of Consolidated Financial Statements of the 2002 Annual Report.

|ITEM 13. | EXHIBITS AND REPORTS ON FORM 8-K
|-------- | --------------------------------
|         |                                 
|13(a)    | Exhibits                        
|         |                                 
|         | Exhibit (3)(i)                  
|         |                                 
|         | Exhibit (3)(ii)                 
|         |                                 
|         | Exhibit (4)                     
|         |                                 
|         | Exhibit (10)(a)                 
|         |                                 
|         | Exhibit (10)(b)                 
|         |                                 
|         | Exhibit (10)(c)                 

11



---

| | Exhibit (10)(d) | Employee Stock Ownership Plan and Trust of Mooresville Savings Bank, Inc., S.S.B., incorporated by reference to Exhibit 10(d) to the Companys Form 10-K for the year ended
December 31, 1997.                                                                                                                                                                                                                                                                                                             
| | --------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | Exhibit (10)(e) | Mooresville Savings Bank, Inc., S.S.B. Severance Plan, incorporated herein by reference to Exhibit 10(f) to the Registration Statement on Form S-1, Registration No. 333-35497,
dated September 12, 1997, and as amended on November 5 and 10, 1997.                                                                                                                                                                                                                                                       
| |                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | Exhibit (10)(f) | Capital Maintenance Agreement between Coddle Creek Financial Corp. and Mooresville Savings Bank, Inc., S.S.B., incorporated by reference to Exhibit 10(f) to the Companys
Form 10-K for the year ended December 31, 1997.                                                                                                                                                                                                                                                                                 
| |                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | Exhibit (10)(g) | Management Recognition Plan of Mooresville Savings Bank, Inc., S.S.B., incorporated herein by reference to Exhibit 10(g) to the Companys Form 10-K for the year ended
December 31, 1998.                                                                                                                                                                                                                                                                                                                  
| |                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | Exhibit (10)(h) | Stock Option Plan of Coddle Creek Financial Corp., incorporated herein by reference to Exhibit 10(h) to the Companys Form 10-K for the year ended December 31,
1998.                                                                                                                                                                                                                                                                                                                                      
| |                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | Exhibit (10)(i) | (i) Amended and Restated Retirement Payment Agreements between Mooresville Savings Bank, Inc., S.S.B. and each of Donald R. Belk, George W. Brawley and Claude U. Voils, Jr.
dated September 3, 1979, as amended and restated September 8, 1997 and as amended on December 16, 1998, incorporated herein by reference to Exhibit 10(i)(i) to the Companys Form 10-K for the year ended December 31, 1998.                                                                                                 
| |                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                 | (ii) Retirement Payment Agreement between Mooresville Savings Bank, Inc., S.S.B. and Calvin E. Tyner dated September 3, 1979, as amended on September 8, 1997, incorporated
herein by reference to Exhibit 10(i)(ii) to the Companys Form 10-K for the year ended December 31, 1998.                                                                                                                                                                                                                      
| |                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                 | (iii) Amended and Restated Directors Deferred Compensation Agreements between Mooresville Savings Bank, Inc., S.S.B. and each of Donald R. Belk, George W. Brawley, Jr.,
Calvin E. Tyner and Claude U. Voils, Jr. dated January 1, 1985, as amended and restated on March 31, 1988 and September 8, 1997 and as amended for Messrs. Belk, Brawley, and Voils on December 16, 1998, incorporated herein by reference to Exhibit
10(i)(iii) to the Companys Form 10-K for the year ended December 31, 1998.
| |                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                 | (iv) Amended and Restated Directors Deferred Compensation Agreements between Mooresville Savings Bank, Inc., S.S.B. and each of Donald R. Belk, George W. Brawley, Jr.,
Calvin E. Tyner, and Claude U. Voils, Jr. dated December 1, 1985, as amended and restated on September 8, 1997 and as amended for Messrs. Belk, Brawley and Voils on December 16, 1998, incorporated herein by reference to Exhibit 10(i)(iv) to the
Companys Form 10-K for the year ended December 31, 1998.                    
| |                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                 | (v) Amended and Restated Retirement Plan Agreements between Mooresville Savings Bank, Inc., S.S.B. and each of George W. Brawley, Jr., Donald R. Belk, Claude U. Voils, Jr. and
Calvin E. Tyner dated                                                                                                                                                                                                                                                                                                      

12



---

| |  | November 1, 1993, as amended and restated on September 15, 1997, and as amended for Messrs. Brawley, Belk, and Voils on December 16, 1998, incorporated herein by reference to
Exhibit 10(i)(v) to the Companys Form 10-K for the year ended December 31, 1998                                                                                                                                                                                                                                                                                                                                        
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  | (vi) Amended and Restated Retirement Payment Agreements between Mooresville Savings Bank, S.S.B. and George W. Brawley, Jr. dated December 1, 1990, as amended and restated on
September 8, 1997 and as amended on December 16, 1998, incorporated herein by reference to Exhibit 10(i)(vi) to the Companys Form 10-K for the year ended December 31, 1998.                                                                                                                                                                                                                                           
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  | (vii) Amended and Restated Retirement Payment Agreement between Mooresville Savings Bank, S.S.B. and Dale W. Brawley dated November 1, 1990, amended and restated on October 21,
1993, as amended and restated on September 8, 1997, incorporated herein by reference to Exhibit 10(i)(vii) to the Companys Form 10-K for the year ended December 31, 1998.                                                                                                                                                                                                                                           
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  | (viii) Amended and Restated Retirement Payment Agreements between (a) Mooresville Savings Bank, Inc., S.S.B. and each of Donald R. Belk, George W. Brawley, Jr., and Claude U.
Voils, Jr. dated March 1, 1993, as amended and restated on September 8, 1997 and as amended for each of them on December 16, 1998 and (b) Mooresville Savings Bank, Inc., S.S.B. and Dale W. Brawley dated February 1, 1993, as amended and restated on
October 21, 1993 and September 8, 1997, incorporated herein by reference to Exhibit 10(i)(viii) to the Companys Form 10-K for the year ended December 31, 1998.
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  | (ix) Amended and Restated Retirement Payment Agreements between Mooresville Savings Bank, Inc., S.S.B. and each of Dale W. Brawley and George W. Brawley, Jr. dated August 1,
1993, amended and restated on October 23, 1993 for Dale W. Brawley, as amended and restated on September 8, 1997, and as amended for George W. Brawley on December 16, 1998, incorporated herein by reference to Exhibit 10(i)(ix) to the Companys
Form 10-K for the year ended December 31, 1998.                                                                                                                      
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  | (x) Amended and Restated Retirement Payment Agreement between Mooresville Savings Bank, Inc., S.S.B. and Jack G. Lawler dated June 1, 1994, as amended and restated on September
8, 1997, incorporated herein by reference to Exhibit 10(i)(x) to the Companys Form 10-K for the year ended December 31, 1998.                                                                                                                                                                                                                                                                                        
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  | (xi) Amended and Restated Salary Continuation Agreements between Mooresville Savings Bank, Inc., S.S.B. and each of Dale W. Brawley, George W. Brawley, Jr., Patricia B. Clontz,
and Richard E. Woods dated September 1, 1984, as amended and restated on September 17, 1997, and as amended for George W. Brawley on December 16, 1998, incorporated herein by reference to Exhibit 10(i)(x) to the Companys Form 10-K for the year
ended December 31, 1998.                                                                                                                                         
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  | (xii) Amended and Restated Supplemental Income Agreements between Mooresville Savings Bank, Inc., S.S.B. and each of Dale W. Brawley, George W. Brawley, Jr., Billy R. Williams,
Donald G. Jones and Richard                                                                                                                                                                                                                                                                                                                                                                                           

13



---

|      |                                                                                                              | E. Woods dated November 1, 1993, as amended and restated on September 17, 1997, and as amended for George W. Brawley on December 16, 1998, incorporated herein by reference to
Exhibit 10(i)(xii) to the Companys Form 10-K for the year ended December 31, 1998.                                                                                                                                                
|----- | ------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                              | (xiii) Amended and Restated Salary Continuation Agreements between Mooresville Savings Bank, S.S.B. and each of Lucille Doster, Marie Hedrick, Carol Huffman, Brenda Johnson, D.
Glenn Jones, and Nancy Lee Petrea dated February 1, 1988, as amended and restated on September 17, 1997, incorporated herein by reference to Exhibit 10(i)(xiii) to the Companys Form 10-K for the year ended December 31, 1998.
|      |                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                   
|      | Exhibit (10)(j)                                                                                              | Mooresville Savings Bank, Inc., S.S.B. Non-Qualified Excess Savings Plan, incorporated herein by reference to Exhibit 10(i) to the Registration Statement on Form S-1,
Registration No. 333-35497, dated September 12, 1997, as amended on November 5 and 10, 1997.                                                                                                                                               
|      |                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                   
|      | Exhibit (11)                                                                                                 | Statement regarding computation of per share earnings.                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                   
|      | Exhibit (13)                                                                                                 | Selected Portions of 2002 Annual Report to Security Holders.                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                   
|      | Exhibit (21)                                                                                                 | Subsidiaries of Registrant.                                                                                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                   
|      | Exhibit (23)                                                                                                 | Consent of Independent Certified Public Accountants.                                                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                   
|      | Exhibit (99)                                                                                                 | Certification pursuant to 18 U.S.C. Section 1350.                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                   
|13(b) | The Company filed no reports on Form 8-K during the last quarter of the fiscal year ended December 31, 2002.

|ITEM 14. | CONTROLS AND PROCEDURES.
|-------- | ------------------------

The Company maintains systems of disclosure controls and procedures and internal controls and procedures for financial reporting
designed to provide reasonable assurance as to the reliability of published financial statements and other disclosures included in this report.  Our Board of Directors, operating through its audit committee, which is composed of a majority of
independent outside directors, provides oversight to our financial reporting process.

The Companys
President/CEO and the Controller/Chief Financial Officer have evaluated the effectiveness of the Companys disclosure controls and procedures and internal controls and procedures as of a date within 90 days of the filing of this report and have
concluded that the Companys disclosure controls and procedures and internal controls and procedures are suitable and effective to ensure that information required to be disclosed in the Companys reports filed or submitted under the
Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the appliable rules and forms, and include controls and procedures designed to ensure that information required to be
disclosed by the Company in such reports is accumulated and communicated to the Companys management, including the Companys President/CEO and Controller/CFO, as appropriate to allow timely decisions regarding requires
disclosure.

Although the Companys internal controls are constantly updated and modified to guard
against misinformation and misconduct, there were no significant changes in the Companys internal controls or in other factors that could significantly affect these controls subsequent to the date of such evaluation.

14



---

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.

|                      |     | CODDLE CREEK FINANCIAL CORP.         
|--------------------- | --- | -------------------------------------
|                      |     |                                      
|Date:  March 25, 2003 | By: | /s/ GEORGE W. BRAWLEY, JR.           
|                      |     |                                      
|                      |     | George W. Brawley, Jr.               
|                      |     | President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated:

|Signature |                            | Title |                                                                             | Date
|--------- | -------------------------- | ----- | --------------------------------------------------------------------------- | ----
|          |                            |       |                                                                             |     
|          |                            |       |                                                                             |     
|By:       | /s/ GEORGE W. BRAWLEY, JR. |       | President, Chief Executive Officer and Director                             |     
|          |                            |       |                                                                             |     
|          | George W. Brawley, Jr.     |       |                                                                             |     
|          |                            |       |                                                                             |     
|By:       | /s/ DALE W. BRAWLEY        |       | Executive Vice President, Treasurer and Director                            |     
|          |                            |       |                                                                             |     
|          | Dale W. Brawley            |       |                                                                             |     
|          |                            |       |                                                                             |     
|By:       | /s/ BILLY R. WILLIAMS      |       | Chief Financial Officer, Chief Accounting Officer, Controller and Secretary |     
|          |                            |       |                                                                             |     
|          | Billy R. Williams          |       |                                                                             |     
|          |                            |       |                                                                             |     
|By:       | /s/ DONALD R. BELK         |       | Director                                                                    |     
|          |                            |       |                                                                             |     
|          | Donald R. Belk             |       |                                                                             |     
|          |                            |       |                                                                             |     
|By:       | /s/ JACK G. LAWLER         |       | Director                                                                    |     
|          |                            |       |                                                                             |     
|          | Jack G. Lawler             |       |                                                                             |     
|          |                            |       |                                                                             |     
|By:       | /s/ CLAUDE U. VOILS, JR.   |       | Director                                                                    |     
|          |                            |       |                                                                             |     
|          | Claude U. Voils, Jr.       |       |                                                                             |     
|          |                            |       |                                                                             |     
|By:       | /s/ DON E. MILLS, JR.      |       | Director                                                                    |     
|          |                            |       |                                                                             |     
|          | Don E. Mills, Jr.          |       |                                                                             |     

15



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CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, George W. Brawley, Jr., certify that:

1.          I have reviewed this annual report on Form 10-KSB of Coddle
Creek Financial Corp. (the registrant);

2.          Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual
report;

3.          Based on my knowledge, the financial
statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual
report;

4.          The registrants other
certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant, and we have;

| | a.          designed such disclosure controls and procedures to ensure that material information relating to the registrant, is
made known to us by others within those entities,  particularly during the period in which this annual report is being prepared;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                 
| | b.          evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days
prior to the filing date of this annual report (the Evaluation Date); and                                                          
| |                                                                                                                                                                                                                                                                 
| | c.          presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date.                                                                                

5.          The registrants other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent function);

| | a.          all significant deficiencies in the design or operation of internal controls which could adversely affect the
registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                           
| | b.          any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrants internal controls; and                                                                                                                                        

6.          The registrants other certifying officers and I have indicated in
this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

|Dated: March 25, 2003 |     |                           
|--------------------- | --- | --------------------------
|                      |     |                           
|                      | By: | /s/ GEORGE W. BRAWLEY, JR.
|                      |     |                           
|                      |     | George W. Brawley, Jr.    
|                      |     | President/CEO             

16



---

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Billy R. Williams, certify that:

1.          I have reviewed this annual  report on Form 10-KSB of
Coddle Creek Financial Corp. (the registrant);

2.          Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual
report;

3.          Based on my knowledge, the financial
statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual
report;

4.          The registrants other
certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant, and we have;

| | a.          designed such disclosure controls and procedures to ensure that material information relating to the registrant, is
made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                
| | b.          evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days
prior to the filing date of this annual report (the Evaluation Date); and                                                         
| |                                                                                                                                                                                                                                                                
| | c.          presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date.                                                                               

5.          The registrants other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent function);

| | a.          all significant deficiencies in the design or operation of internal controls which could adversely affect the
registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                           
| | b.          any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrants internal controls; and                                                                                                                                        

6.          The registrants other certifying officers and I have indicated in
this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

|Dated: March 25, 2003 |     |                         
|--------------------- | --- | ------------------------
|                      |     |                         
|                      | By: | /s/ BILLY R. WILLIAMS   
|                      |     |                         
|                      |     | Billy R. Williams       
|                      |     | Secretary/Controller/CFO

17



---

INDEX TO EXHIBITS

|Exhibit No.  |  | Description                                            | 
|------------ |  | ------------------------------------------------------ | 
|             |  |                                                        | 
|Exhibit (11) |  | Statement regarding computation of per share earnings. | 
|             |  |                                                        | 
|Exhibit (13) |  | 2002 Annual Report to Security Holders.                | 
|             |  |                                                        | 
|Exhibit (21) |  | Subsidiaries of Registrant.                            | 
|             |  |                                                        | 
|Exhibit (23) |  | Consent of Independent Certified Public Accountants.   | 
|             |  |                                                        | 
|Exhibit (99) |  | Certification pursuant to 18 U.S.C. Section 1350.      | 

18