<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934
                      For the year ended December 31, 2001

                        Commission file number 000-23847

                           SHORE FINANCIAL CORPORATION
                           ---------------------------

            Virginia                                   54-1873994
       -------------------------------------------------------------
    (State or other jurisdiction of                (I.R.S Employer
     incorporation or organization)               Identification No.)

           25253 Lankford Highway, Onley, VA              23418
       -------------------------------------------------------------
        (Address of principal executive offices)        (Zip Code)

         Issuer's telephone number, including area code: (757) 787-1335

    Securities registered pursuant to Section 12(b) of the Exchange Act: None

      Securities registered pursuant to Section 12(g) of the Exchange Act:

                         Common Stock ($0.33 par value)
                         -----------------------------
                                (Title of Class)

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

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not 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. [_]

State Issuer's Revenues for its most recent fiscal year $11,169,000.

On March 1, 2002, the aggregate market value of the 1,697,667 shares of Common
Stock of the Registrant outstanding on such date, excluding shares held by
affiliates of the Registrant, was approximately $16.3 million. This figure is
based on the closing price of $9.62 per share of the Registrant's Common Stock
on March 1, 2002.

Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of March 1, 2002:

                         Class                   Outstanding at March 1, 2002
     ---------------------------------------------------------------------------
               Common Stock, $0.33 par value               1,697,667

     DOCUMENTS INCORPORATED BY REFERENCE

(1)  Portions of the Registrant's 2001 Annual Report to the Shareholders are
     incorporated by reference in Part II hereof.
(2)  Portions of Registrant's 2002 Proxy Statement are incorporated by reference
     in Part III hereof.

Transitional Small Business Disclosure Format          Yes       No    X
                                                                     -----

<PAGE>

                                     PART I
                                     ------

         This Form 10-KSB, including information incorporated by reference into
this Form 10-KSB, contains certain forward-looking statements. For this purpose
any statements contained in this Form 10-KSB that are not statements of
historical fact may be deemed to be forward-looking statements. Without limiting
the foregoing, words such as "may," "will," "expect," "believe," "anticipate,"
"estimate" or "continue" or comparable terminology are intended to identify
forward-looking statements. These statements by their nature involve substantial
risks and uncertainties, and actual results may differ materially depending on a
variety of factors.

Item 1.
------

                             DESCRIPTION OF BUSINESS

General

         Shore Financial Corporation (the "Company") is a Virginia corporation
organized in September 1997 by Shore Bank (the "Bank") for the purpose of
becoming a unitary holding company of the Bank. The Company's assets consist of
its investment in the Bank and approximately $3.7 million in cash and other
investments. The business and management of the Company consists primarily of
the business and management of the Bank. The Bank is a Virginia chartered,
Federal Reserve member commercial bank whose predecessor began business in 1961.
The Company and the Bank are headquartered in Onley, Virginia. The Bank operates
seven banking offices on the Eastern Shore of Virginia and Maryland, including
the counties of Accomack and Northampton in Virginia and Salisbury/Wicomico
County area in Maryland. The Bank has a 21% market share of the banking deposits
in the Accomack and Northampton Counties in Virginia, based on June 30, 2001
regulatory information. At December 31, 2001, the Company had assets of $142.9
million, bank deposits of $125.3 million and stockholders equity of $16.3
million.

         The Bank offers a full menu of banking products and services in the
communities it serves. For business customers, the Bank offers checking, cash
management, credit card merchant services, employee benefits, and a variety of
loan options including operating lines of credit, equipment loans, and real
estate loans. For consumers, the Bank has the only totally free checking account
available in its Virginia market, along with telephone banking services, safe
deposit boxes, a check card and the largest network of ATMs on the Eastern Shore
of Virginia. The Bank is a leading real estate lender in its Virginia markets.

         The Company also offers other services that complement the core
financial services offered by the Bank. The Company has an affiliate
relationship with the only independent trust company in Eastern Virginia that
provides a vehicle to offer trust and asset management services within the
Bank's markets. The Bank's subsidiary, Shore Investments, Inc. ("Shore
Investments"), provides non-deposit investment products including stocks, bonds,
mutual funds, and insurance products through the Bank's banking centers. Shore
Investments has also invested in a Virginia title insurance company that enables
it to offer title insurance policies to the Bank's real estate loan customers.

         The Bank delivers its banking services through seven branch offices.
The Bank provides administrative support to its branch network through an
operations center located in Accomac, Virginia. The facility houses the Bank's
item processing and check imaging functions and enables the Bank to better serve
the Bank's branch network and provide improved customer service. Sixty-eight
dedicated employees staff the Bank's facilities.

                                        2

<PAGE>

Market Area

         The Bank's headquarters, operations center, and five banking offices
are located in Accomack and Northampton Counties, which together form the
Eastern Shore of Virginia. These two counties run approximately seventy miles
from the Maryland state line south and have thousands of miles of coastline on
the Chesapeake Bay and its tributaries on the west and the Atlantic Ocean on the
east. They represent the southern portion of the DELMARVA
(Delaware-Maryland-Virginia) Peninsula.

         The Eastern Shore of Virginia is 20 miles by bridge and tunnel from
Hampton Roads, Virginia (Norfolk, Virginia Beach, Portsmouth, Hampton), one of
the largest population centers in the country. Tourism and agriculture, along
with poultry and seafood processing are the predominant industries on the
Eastern Shore. The Nature Conservancy, caretaker of 47,000 acres of ecologically
significant real estate, has recently begun limited development while also
acting as a catalyst for compatible development in the area.

         In Northampton County an Eco-Industrial Park exists adjacent to a
deep-water port with railroad access. The park is a model for environmentally
friendly industrial development. In addition, a 3,000 unit gated community
opened in spring 2001, which includes an Arnold Palmer designed golf course,
with plans existing for a second course designed by another golf legend Jack
Nicklaus.

         Accomack County Virginia is the home of NASA's Wallops Island Space
Facility and the Virginia Space Port Authority as well as the tourist
destinations of Chincoteague Island and The Assateague National Wildlife Refuge
that draws over one million visitors annually.

         The Bank also has two banking offices in Salisbury, Maryland, the
crossroads of the DELMARVA Peninsula. Approximately 175,000 people live within a
30-mile radius of Salisbury, which is the regional hub for industry, commerce,
health care, recreation and the arts. Salisbury is home to Perdue Farms,
Peninsula Regional Medical Center, and Salisbury University, and its fastest
growing industrial sector is the microwave or wireless communications industry.
Along with a strong and diversified industrial base, wholesalers, retailers, and
service firms serving ten counties in three states have made Wicomico County a
regional supply center for the Eastern Shore of Delaware, Maryland, and
Virginia.

Competition

         In its market area, the Bank competes with regional commercial banks
and independent community banks with multiple offices on the Eastern Shore.
These and certain other non-bank competitors may have much greater financial
resources, diversified markets, and branch networks than the Bank and may be
able to offer similar services at varying costs with higher lending limits. With
nationwide banking, the Bank also faces the prospect of additional competitors
entering its market area.

         The Bank faces strong competition both in originating loans and in
attracting deposits. Competition in originating loans comes primarily from
commercial banks and mortgage lenders and to a lesser extent consumer finance
companies, credit unions, and savings institutions. The Bank competes for loans
principally on the basis of the interest rates and loan fees it charges, the
types of loans it originates and the quality of service it provides to
borrowers.

         The Bank faces substantial competition in attracting deposits from
other banks, money market and mutual funds, credit unions and other investment
vehicles. The ability of the Bank to attract and retain deposits depends on its
ability to provide an investment opportunity that satisfies the requirements of
investors as to rate of return, liquidity, risk, convenience and other factors.
The Bank competes for these deposits by offering a variety of deposit accounts
at competitive rates, having convenient business

                                        3

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hours, and by marketing its position as the only locally-owned independent bank
on the Eastern Shore of Virginia, and one of four in Salisbury/Wicomico,
Maryland.

Credit Policies

         The principal risk associated with each of the categories of loans in
the Bank's portfolio is the creditworthiness of its borrowers. Within each
category, such risk is increased or decreased, depending on prevailing economic
conditions. The Bank employs extensive written policies and procedures to
mitigate credit risk. The loan portfolio is managed under a specifically defined
credit process. This process includes formulation of portfolio management
strategy, guidelines for underwriting standards and risk assessment, procedures
for ongoing identification and management of credit deterioration, and regular
portfolio reviews to estimate loss exposure and to ascertain compliance with the
Bank's policies.

         In the normal course of business, the Bank makes various commitments
and incurs certain contingent liabilities that are disclosed but not reflected
in its annual financial statements, including commitments to extend credit. At
December 31, 2001, commitments to extend credit totaled $22.1 million.

         One-to-Four Family Residential Real Estate Lending. The Bank's primary
lending program has been the origination of loans secured by one-to-four family
residences, virtually all of which have been located in its market area. At
December 31, 2001, one-to-four family real estate loans aggregated $47.2 million
or 44.8% of the Bank's gross loans. The Bank evaluates both the borrower's
ability to make principal and interest payments and the value of the property
that will secure the loan. Federal law permits the Bank to make loans in amounts
of up to 100% of the appraised value of the underlying real estate. Loans are
made with a loan to value up to 90% for conventional mortgage loans on primary
residences. The Bank generally originates mortgage loans that have an adjustable
rate feature in which the rate changes every one or three years. Most adjustable
rate loans are tied to comparable maturity U.S. Treasury Bills. Where loans are
not indexed, they generally have a balloon feature. However, the Bank does offer
fifteen year fixed rate home equity and purchase money mortgages on a more
restrictive basis. There are unquantifiable risks resulting from potential
increased costs to the borrower as a result of repricing. Accordingly, it is
possible that, during periods of rising interest rates, the risk of defaults on
adjustable rate mortgages ("ARMs") may increase due to the upward adjustment of
interest costs to borrowers.

         Construction Lending. The Bank makes local construction loans,
primarily residential and small commercial loans. The construction loans are
secured by the property for which the loan was obtained. At December 31, 2001,
construction loans outstanding were $1.05 million, or 1.0%, of gross loans. The
average life of a construction loan is less than twelve months and they either
reprice daily based on the prime rate or are fixed during the construction
period.

         Commercial Real Estate Lending. The Bank also originates commercial
real estate loans. Various types of commercial real estate secure these loans,
including multifamily residential buildings, commercial buildings and offices.
At December 31, 2001, commercial real estate loans aggregated $26.4 million or
25.0% of the Bank's gross loans. The interest rates on commercial real estate
loans are usually fixed for 1 to 3 years, with either a balloon feature or an
additional rate increase feature. Commercial real estate loans made by the Bank
generally amortize over 5 to 15 years and may have a call provision of 3 or 5
years. The Bank's commercial real estate loans are secured by properties in its
market area.

         In its underwriting of commercial real estate, the Bank may lend, under
federal regulation, up to 100% of the security property's appraised value,
although the Bank's loan to original appraised value ratio on such properties is
80% or less in most cases. Commercial real estate lending entails significant
additional risk, compared with residential mortgage lending. Commercial real
estate loans typically involve larger loan balances concentrated with single
borrowers or groups of related borrowers. Additionally, the payment experience
on loans secured by income producing properties is typically

                                        4

<PAGE>

dependent on the successful operation of a business or a real estate project and
thus may be subject to adverse conditions in the real estate market or in the
economy generally. The Bank's commercial real estate loan underwriting criteria
require an examination of debt service coverage ratios, the borrower's
creditworthiness and prior credit history and reputation, and the Bank generally
requires personal guarantees or endorsements of borrowers.

         Commercial Loans. At December 31, 2001, commercial loans aggregated
$10.1 million or 9.6% of the Bank's gross loans. Commercial business loans
generally have a higher degree of risk than residential mortgage loans, but have
commensurably higher yields. To manage these risks, the Bank generally secures
appropriate collateral and carefully monitors the financial condition of its
business borrowers. Commercial business loans typically are made on the basis of
the borrower's ability to make repayment from the cash flow from its business
and are often secured by business assets, such as accounts receivable, equipment
and inventory. As a result, the availability of funds for the repayment of
commercial business loans may be substantially dependent on the success of the
business itself. Further, the collateral for commercial business loans may
depreciate over time and cannot be appraised with as much precision as
residential real estate. The Bank has a credit review and monitoring system to
regularly review the cash flow and collateral of commercial borrowers.

         Consumer Lending. The Bank offers various secured and unsecured
consumer loans, including unsecured personal loans and lines of credit, home
equity lines of credit, automobile loans, deposit account loans, installment and
demand loans, and letters of credit. At December 31, 2001, the Bank had consumer
loans of $20.6 million or 19.5% of gross loans. Such loans are generally made to
customers with whom the Bank has a preexisting relationship and are generally in
amounts of under $75,000. The Bank originates all of its consumer loans in its
market area and intends to continue its consumer lending in this geographic
area.

         Consumer loans may entail greater risk than do residential mortgage
loans, particularly in the case of consumer loans that are unsecured, such as
lines of credit, or secured by rapidly depreciable assets such as automobiles.
In such cases, any repossessed collateral for a defaulted consumer loan may not
provide an adequate source of repayment of the outstanding loan balance as a
result of the greater likelihood of damage, loss or depreciation. The remaining
deficiency often does not warrant further substantial collection efforts against
the borrower. In addition, consumer loan collections are dependent on the
borrower's continuing financial stability, and thus are more likely to be
adversely affected by job loss, divorce, illness or personal bankruptcy.
Furthermore, the application of various federal and state laws, including
federal and state bankruptcy and insolvency laws, may limit the amount which can
be recovered on such loans.

Employees

         At December 31, 2001, the Bank had 57 full-time and 11 part-time
employees. The Bank considers relations with its employees to be good.

Regulation and Supervision

         Set forth below is a brief description of certain laws and regulations
that relate to the regulation of the Company and the Bank. The descriptions of
these laws and regulations, as well as descriptions of laws and regulations
contained elsewhere herein, do not purport to be complete and are qualified in
their entirety by reference to applicable laws and regulations.

The Company

         General. The Company, as a bank holding company, is subject to
regulation under the Bank Holding Company Act of 1956 (the "BHCA") and the
regulation, supervision and examination requirements of the Board of Governors
of the Federal Reserve System (the "Federal Reserve"). Bank

                                        5

<PAGE>

holding companies are subject to extensive regulation by the Federal Reserve as
set forth in Regulation Y, 12 C.F.R. Regulation Y establishes the registration,
reporting, examination, applications, acquisitions, control and divestiture,
change in bank control, appraisals, and change in director and senior executive
officers requirements applicable to bank holding companies. Regulation Y and the
interpretations and rulings issued by the Federal Reserve thereunder identify
various prohibited non-banking activities in which bank holding companies and
their subsidiaries may not engage as well as various exempt activities in which
a bank holding company and its subsidiaries may engage either with or, in some
cases, without prior Federal Reserve approval. Regulation Y further confirms the
authority of the Federal Reserve under the BHCA to impose criminal and civil
penalties for violations of the BHCA and the regulations and orders issued
thereunder and to issue cease and desist orders when necessary in connection
therewith.

         Activities Obligations and Restrictions. There are a number of
obligations and restrictions imposed on bank holding companies and their
depository institution subsidiaries that are designed to reduce potential loss
exposure to the depositors of the depository institutions and to the Federal
Deposit Insurance Corporation ("FDIC") insurance funds. For example, 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.

         Banking laws also provide that amounts received from the liquidation or
other resolution of any insured depository institution by any receiver must be
distributed (after payment of secured claims) to pay the deposit liabilities of
the institution prior to payment of any other general or unsecured senior
liability, subordinated liability, general creditor or stockholder. This
provision would give depositors a preference over general and subordinated
creditors and stockholders in the event a receiver is appointed to distribute
the asset of any bank or savings bank subsidiaries.

         The restriction on interstate acquisitions by bank holding companies
was abolished effective September 1995, and bank holding companies from any
state are able to acquire banks and bank holding companies located in any other
state, subject to certain conditions, including nationwide and state imposed
concentration limits. Banks are able to branch across state lines by
acquisition, merger or de novo (unless state law would permit such interstate
branching at an earlier date), provided certain conditions are met, including
that applicable state law must expressly permit such interstate branching.

The Bank

         General. As a state chartered commercial bank, the Bank is subject to
regulation, supervision and examination requirements of the Virginia State
Corporation Commission's ("SCC") Bureau of Financial Institutions. The Bank is
also subject to the regulation, supervision and examination requirements of the
Federal Reserve and the FDIC. State and federal laws also govern the activities
in which the Bank may engage, the investments it may make and the aggregate
amount of loans that may be granted to one borrower. Various consumer and
compliance laws and regulations also affect the Bank's operations. The Federal
Reserve and the SCC conduct periodic examinations to test the Bank's compliance
with various regulatory requirements. The SCC completed its most recent
examination in September 2001. In June 2000, the Federal Reserve completed a
compliance examination of the Bank. Federal and state laws preclude the Bank
from disclosing the results of these examinations.

         Insurance of Accounts. The FDIC insures the deposits of the Bank up to
the limits set forth under applicable law. A majority of the deposits of the
Bank are subject to the deposit insurance assessments of the Savings Association
Insurance Fund ("SAIF"). However, a portion of the Bank's deposits is subject to
assessments imposed by the Bank Insurance Fund ("BIF"). The FDIC equalized the
assessment rates for BIF-insured and SAIF-insured deposits effective January 1,
1998. The assessments imposed on all FDIC deposits for deposit insurance have an
effective rate ranging from zero ($2,000

                                        6

<PAGE>

minimum) to 0.27 percent of a bank's average assessment base, depending on the
institutions capital position and other supervisory factors.

         Regulatory Capital Requirements. The Company and the Bank are subject
to various regulatory capital requirements administered by the federal banking
agencies. Generally, the Company and the Bank are required to maintain a minimum
ratio of total capital to risk-weighted assets of 8%. Failure to meet minimum
capital requirements can initiate certain mandatory and possibly additional
discretionary actions by regulators that, if undertaken, could have a direct
material effect on the Company's financial statements. Under capital adequacy
guidelines and the regulatory framework for prompt corrective action, the
Company and the Bank must meet specific capital guidelines that involve
quantitative measures of assets, liabilities, and certain off-balance-sheet
items as calculated under regulatory accounting practices. The capital amounts
and classification are also subject to qualitative judgments by the regulators
about components, risk weightings, and other factors.

         Quantitative measures established by regulation to ensure capital
adequacy require the Company and the Bank to maintain minimum amounts and ratios
of total and Tier I capital (as defined in the regulations) to risk-weighted
assets (as defined), and of Tier I capital (as defined) to average assets (as
defined). Management believes, as of December 31, 2001, that the Company meets
all capital adequacy requirements to which it is subject. In fact, at December
31, 2001, the Bank exceeded all of its regulatory capital requirements, with
total capital to risk-weighted assets, tier 1 capital to risk-weighted assets
and tier 1 capital to average assets ratios of 12.82%, 12.45% and 8.81%,
respectively.

         Capital Distributions. The Bank is subject to legal limitations on
capital distributions including the payment of dividends, if, after making such
distribution, the institution would become "undercapitalized" (as such term is
used in the statute). For all state member banks of the Federal Reserve seeking
to pay dividends, the prior approval of the applicable Federal Reserve Bank is
required if the total of all dividends declared in any calendar year will exceed
the sum of the bank's net profits for that year and its retained net profits for
the preceding two calendar years. Federal law also generally prohibits a
depository institution from making any capital distribution (including payment
of a dividend or payment of a management fee to its holding company) if the
depository institution would thereafter fail to maintain capital above
regulatory minimums. Federal Reserve member banks are also authorized to limit
the payment of dividends by any state member bank if such payment may be deemed
to constitute an unsafe or unsound practice. In addition, under Virginia law, no
dividend may be declared or paid that would impair a Virginia chartered bank's
paid-in capital. The SCC has general authority to prohibit payment of dividends
by a Virginia chartered bank if it determines that the limitation is in the
public interest and is necessary to ensure the bank's financial soundness.

         Financial Modernization Legislation. The Gramm-Leach-Bliley Act of 1999
("GLBA") was signed into law on November 12, 1999. The main purpose of GLBA is
to permit greater affiliations within the financial services industry, primarily
banking, securities and insurance. The provisions of GLBA that are believed to
be of most significance to the Company are discussed below.

         GLBA repeals sections 20 and 32 of the Glass-Steagall Act, which
separated commercial banking from investment banking, and substantially amends
the BHCA, which limited the ability of bank holding companies to engage in the
securities and insurance businesses. To achieve this purpose, GLBA creates a new
type of company, the "financial holding company." A financial holding company
may engage in or acquire companies that engage in a broad range of financial
services, including

    .    Securities activities such as underwriting, dealing, brokerage,
         investment and merchant banking; and

    .    Insurance underwriting, sales and brokerage activities.

                                        7

<PAGE>

     A bank holding company may elect to become a financial holding company only
if all of its depository institution subsidiaries are well-capitalized,
well-managed and have at least a satisfactory Community Reinvestment Act rating.
However, the Company has not elected to be treated as a financial holding
company under GLBA at this time.

     GLBA, and certain new regulations issued by federal banking agencies, also
provide new protections against the transfer and use by financial institutions
of consumers' nonpublic personal information. A financial institution must
provide to its customers, at the beginning of the customer relationship and
annually thereafter, the institution's policies and procedures regarding the
handling of customers' nonpublic personal financial information. The new privacy
provisions generally prohibit a financial institution from providing a
customer's personal financial information to unaffiliated third parties unless
the institution discloses to the customer that the information may be so
provided and the customer is given the opportunity to opt out of such
disclosure.

     Many of GLBA's provisions, including the customer privacy protection
provisions, require the Federal bank regulatory agencies and other regulatory
bodies to adopt regulations to implement those respective provisions. Most of
the required implementing regulations have been proposed and/or adopted by the
bank regulatory agencies as of December 31, 2001. Neither the provisions of GLBA
nor the act's implementing regulations, as proposed or adopted, have a material
impact on the Company's or the Bank's regulatory capital ratios (as discussed
above) or ability to continue to operate in a safe and sound manner.

Item 2.
-------

                             DESCRIPTION OF PROPERTY

     The main office of the Bank is located at 25253 Lankford Highway, Onley,
Virginia, a two story colonial brick building built in 1988. The Bank owns the
building free of any encumbrances, but leases the land under an agreement
expiring in 2004, with three remaining five-year renewals. During February 1999,
the Company entered into a five-year lease agreement (with two five-year
renewals) to lease commercial office space that accommodates the Company's
administrative operations and the Bank's item processing function. The Bank
operates six other banking offices (4 in Virginia and 2 in Salisbury, Maryland),
with all but the downtown Salisbury branch being owned free of any encumbrances.
The Bank leases the downtown Salisbury branch location under an agreement
expiring in 2002, with three five-year renewals.

Item 3.
-------

                                LEGAL PROCEEDINGS

     In the ordinary course of its operations, the Company is a party to various
legal proceedings. Based upon information currently available, management
believes that such legal proceedings, in the aggregate, will not have a material
adverse effect on the business, financial condition, or results of operations of
the Company.

Item 4.
-------

              SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matter was submitted to a vote of security holders during the fourth
quarter of 2001.

                                        8

<PAGE>

                                     PART II

Item 5.
-------

            MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The information included under "Market for Registrant's Common Stock and
Related Stockholder Matters" appearing on page 57 of the 2001 Annual Report to
Shareholders ("Annual Report") is incorporated herein by reference.

                                        9

<PAGE>

Item 6.
-------

           MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

     The information included under "Selected Financial Highlights" appearing on
page 3 of the Annual Report and under "Management's Discussion and Analysis of
Financial Condition and Results of Operations" on pages 6 through 25 of the
Annual Report are incorporated herein by reference.

Item 7.
-------

                              FINANCIAL STATEMENTS

     The Consolidated Financial Statements and the notes thereto on pages 26
through 56 of the Annual Report are incorporated herein by reference.

Item 8.
-------

    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                                   DISCLOSURE

         None.

                                    PART III

Item 9.
-------

 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
                       SECTION 16(a) OF THE EXCHANGE ACT

     The following provides information on Executive Officers who are not
directors of the Company and are not included in the Proxy Statement:

                   Name          Age          Position
         ----------------------  ---      ---------------------------------

            Steven M. Belote         36        Vice President and Secretary of
                                               the Company; Senior Vice
                                               President and Chief Financial
                                               Officer of the Bank


Item 10.
--------

                             EXECUTIVE COMPENSATION

Item 11.
--------

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Item 12.
--------

                                       10

<PAGE>

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Other than as specified above, and pursuant to General Instructions E (3),
the information called for by Part III, Items 9. through 12., is incorporated
herein by reference from the Company's definitive proxy statement ("proxy
statement") for the Company's Annual Meeting of Shareholders to be held on April
16, 2002, which definitive proxy statement was filed with the Commission
pursuant to Rule 14a-6 on March 15, 2002.

                                       11

<PAGE>

                                     PART IV

Item 13.
---------

                              EXHIBITS AND FORM 8-K

(a)  The following exhibits are filed as part of this Form 10-KSB and this list
     includes the Exhibit Index.

   No.                         Description
---------------------------------------------------------------------------

          3.1    Articles of Incorporation of Registrant.*

          3.2    Bylaws of Registrant.*

         10.1    Company's Incentive Stock Option Plan.*

         10.2    Amended and Restated Employment Agreement between the Company
                 and Scott C. Harvard.***

         10.3    Management Continuity Agreement between the Company and Scott
                 C. Harvard.***

         11.0    Earnings Per Share Computation. **

         13.0    2001 Annual Report to Shareholders.

         21.0    Subsidiaries of the Registrant -- Reference is made to "Item 1.
                 Description of Business" for the required information.

     _____________________

*    Incorporated herein by reference from the Company's Registration Statement
     on Form S-4 (Registration No. 333-35389) filed by the Company with the
     Commission on September 15, 1997.

**   Information required herein is incorporated by reference from Note 15 on
     page 52 of the financial statements attached hereto to this Form 10-KSB.

***  Incorporated herein by reference from the Company's Annual Report on Form
     10-KSB for the year ended December 31, 2000.

  (b)  Reports on Form 8-K.
       None.

                                       12

<PAGE>

                                   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.

                                        SHORE FINANCIAL CORPORATION

                                           By:    /s/ Scott C. Harvard
                                                  --------------------
                                                  Scott C. Harvard
                                                  President and Chief Executive
                                                  Officer

                                           Dated: March 26, 2002

     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.

<TABLE>
<CAPTION>
                      Signature                      Capacity                   Date
                      --------------------------------------------------------------
<S>                                          <C>                                     <C>
/s/ Henry P. Custis, Jr.                     Chairman of the Board and               March 26, 2002
--------------------------------------------
Henry P Custis, Jr.                          Director

/s/ Scott C. Harvard                         President (Principal Executive          March 26, 2002
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Scott C. Harvard                             Officer) and Director

/s/ Steven M. Belote                         Vice President (Principal               March 26, 2002
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Steven M. Belote                             Financial and Accounting Officer)

/s/ Terrell E. Boothe                        Director                                March 26, 2002
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Terrell E. Boothe

/s/ D. Page Elmore                           Director                                March 26, 2002
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D. Page Elmore

/s/ Richard F. Hall, III                     Director                                March 26, 2002
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Richard F. Hall, III

/s/ Lloyd J. Kellam, III                     Director                                March 26, 2002
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Lloyd J. Kellam, III

/s/ L. Dixon Leatherbury                     Director                                March 26, 2002
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L. Dixon Leatherbury

/s/ A. Jackson Mason                         Director                                March 26, 2002
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A. Jackson Mason
</TABLE>

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